Common use of Conduct Prior to the Closing Date Clause in Contracts

Conduct Prior to the Closing Date. 6.1. Conduct of Business by the Company, the Company Subsidiaries, HoldCo, New PubCo and Merger Sub. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Second Effective Time (the “Interim Period”), the Company, HoldCo, New PubCo and Merger Sub shall, and the Company shall cause each of the Company Subsidiaries to, other than as a result of or in connection with COVID-19, carry on its business in the ordinary course and in accordance with applicable Legal Requirements, except: (x) to the extent that SPAC shall otherwise consent in advance and in writing (such consent not to be unreasonably withheld, conditioned or delayed); or (y) as expressly contemplated by this Agreement or any of the other Transaction Agreements; or (z) as expressly set forth in Section 6.1 of the Company Disclosure Letter. Without limiting the generality of the foregoing, except (i) as expressly contemplated by this Agreement or any of the other Transaction Agreements, (ii) or as required by applicable Legal Requirements, (iii) as a result of or in connection with a COVID-19 Measure or, (iv) as expressly set forth in Section 6.1 of the Company Disclosure Letter, without the prior written consent of SPAC (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim Period, the Company, HoldCo, New PubCo and Merger Sub shall not, and the Company shall cause the Company Subsidiaries not to, do any of the following: (a) except in the ordinary course of business or as otherwise required by any existing Employee Benefit Plan or applicable Legal Requirements: (i) increase or grant any increase in the compensation, bonus, fringe or other benefits of, or pay, grant or promise any bonus to, any current or former employee, director or independent contractor, except for (A) individual increases of not more than 5% in the base salary or wage rate of any current employee who has annual base compensation of more than $125,000 (or its equivalent in another currency) in the ordinary course of business and (B) the payment of annual bonuses and other short-term incentive compensation in the ordinary course of business (including with respect to the determination of the achievement of any applicable performance objectives, whether qualitative or quantitative); (ii) grant or pay any severance, retention, transaction or change in control pay or benefits to, or otherwise increase the severance, retention, transaction or change in control pay or benefits of, any current or former employee, director or independent contractor, other than the payment of severance in the ordinary course of business in exchange for a release of claims; (iii) enter into, materially amend or terminate any Employee Benefit Plan or any employee benefit plan, policy, program, agreement, trust or arrangement that would have constituted an Employee Benefit Plan if it had been in effect on the date of this Agreement; (iv) take any action to accelerate the vesting or payment of, or otherwise fund or secure the payment of, any compensation or benefits under any Employee Benefit Plan or otherwise; (v) grant any equity or equity-based compensation awards or (vi) hire or terminate any employee whose annual base compensation is $100,000 (or its equivalent in another currency) or more, other than terminations for cause; (b) (i) transfer, sell, assign, license, sublicense, encumber, impair, abandon or otherwise dispose of any right, title or interest in or to any Owned Intellectual Property that is material to any of the Group Companies, New PubCo or Merger Sub (or any of their respective businesses); or (ii) voluntarily extend, amend, waive, cancel or modify any material rights in or to any Owned Intellectual Property that is material to any of the Group Companies, New PubCo or Merger Sub (or any of their respective businesses), other than, in each of clauses (i) through (ii), non-exclusive licenses granted in the ordinary course of business or expirations of Intellectual Property in accordance with the applicable statutory term (if such term is non-renewable); (c) except for transactions solely among the Company, the Company Subsidiaries, HoldCo, New PubCo and Merger Sub: (i) declare, set aside or pay any dividends on or make any other distributions (whether in cash, shares, equity securities or property) in respect of any share capital or otherwise, or split, combine or reclassify any share capital or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any share capital; (ii) repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any membership interests, shares, capital stock or any other equity interests, as applicable, in any Group Company, New PubCo or Merger Sub; or (iii) grant, issue sell or otherwise dispose, or authorize to issue, sell, or otherwise dispose any membership interests, shares, capital stock or any other equity interests (such as share or stock options, share or stock units, restricted shares or stock or other Contracts for the purchase or acquisition of such shares or capital stock), as applicable, in any Group Company, New PubCo or Merger Sub (other than as expressly required by the Subscription Agreements); (d) amend its Governing Documents; (e) except as set forth in Section 6.1(e) of the Company Disclosure Letter: (i) merge, consolidate or combine with a third party, other than with SPAC; or (ii) acquire or agree to acquire by merging or consolidating with, purchasing a majority of the equity interest in or all or substantially all of the assets of, or by any other manner, any third-party business or corporation, partnership, association or other business organization or division thereof; (f) voluntarily dispose of, amend or fail to renew any Company Real Property Lease other than in the ordinary course of business and as would not reasonably be expected to be material to the Group Companies, New PubCo or Merger Sub, individually or in the aggregate; (g) other than with respect to the Company Real Property Leases and Intellectual Property, voluntarily sell, lease, license, sublicense, abandon, divest, transfer, cancel, abandon or permit to lapse or expire, dedicate to the public, or otherwise dispose of, or agree to do any of the foregoing with respect to, material assets or properties, other than in the ordinary course of business or pursuant to Contracts existing on the date hereof; (h) (i) make, create any loans, advances or capital contributions to, or investments in, any Person other than any of the Group Companies, New PubCo or Merger Sub and other than advances for business expenses and loans or advances to customers and suppliers in the ordinary course of business; (ii) create, incur, assume, guarantee or otherwise become liable for, any Indebtedness incurred after the date hereof in excess of $10,000,000 (or its equivalent in another currency) in the aggregate other than (w) in connection with additional borrowings, extensions of credit and other financial accommodations from the existing lenders or under existing credit facilities, notes and other Indebtedness existing as of the date of this Agreement, (x) guarantees of any Indebtedness of any Company Subsidiaries or guarantees by the Company Subsidiaries of the Indebtedness of the Company, HoldCo, New PubCo or Merger Sub, (y) Indebtedness that qualifies as Transaction Expenses of the Company or (z) Indebtedness incurred in connection with any transaction permitted under Section 6.1(e); (iii) except in the ordinary course of business, create any Liens on any material property or material assets of any of the Group Companies, New PubCo or Merger Sub in connection with any Indebtedness thereof (other than Permitted Liens); or (iv) cancel or forgive any Indebtedness owed to any of the Group Companies, New PubCo or Merger Sub other than ordinary course compromises of amounts owed to the Group Companies, New PubCo or Merger Sub by their respective customers; (i) compromise, settle or agree to settle any Legal Proceeding involving payments by any Group Company, New PubCo or Merger Sub of $100,000 (or its equivalent in another currency) or more, or that imposes any material non-monetary obligations on a Group Company, New PubCo or Merger Sub (excluding, for the avoidance of doubt, confidentiality, non-disparagement or other similar obligations incidental thereto); (j) except in the ordinary course of business or as would not reasonably be expected to be material to the Group Companies, New PubCo or Merger Sub, individually or in the aggregate: (i)(A) modify, amend in a manner that is adverse to the applicable Group Company, New PubCo or Merger Sub or terminate any Company Material Contract; (B) enter into any Contract that would have been a Company Material Contract, had it been entered into prior to the date of this Agreement; or (C) waive, delay the exercise of, release or assign any material rights or claims under any Company Material Contract (other than assignments by the applicable Group Company, New PubCo or Merger Sub to any other Group Company, New PubCo or Merger Sub); or (ii) modify or amend any material term under the Existing Credit Agreements or terminate the Existing Credit Agreements or any commitments thereunder; (k) except as required by IFRS (or any interpretation thereof) or applicable Legal Requirements (including to obtain compliance with PCAOB auditing standards), make any material change in accounting methods, principles or practices; (l) (i) make, change or revoke any material Tax election (in each case other than actions in respect of such Tax elections that would be consistent with the past practice of the Company); (ii) settle or compromise any material Tax liability, enter into any closing agreement in respect of material Taxes or enter into any Tax sharing or similar agreement, (iii) file any amended material Tax Return other than any such amendments that would be consistent with the past practice of the Company, (iv) consent to any extension or waiver of the statute of limitations regarding any material amount of Taxes or in respect to any material Tax attribute that would give rise to any claim or assessment of Taxes, in each case other than any such extensions or waivers that would be consistent with the past practice of the Company, (v) settle or consent to any claim or assessment relating to any material amount of Taxes or (vi) surrender or allow to expire any right to claim a refund of material Taxes; (m) take, or fail to take, any action if such action, or failure to take such action, would reasonably be expected to prevent, impair or impede the Intended Tax Treatment; (n) authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, restructuring, recapitalization, dissolution or winding-up of the Company, HoldCo, New PubCo or Merger Sub; (o) subject to Section 6.1(a), enter into or amend any agreement with, or pay, distribute or advance any assets or property to, any of its officers, directors, shareholders, stockholders or other Affiliates (including any direct or indirect controlling equityholder of the Company, but other than the Group Companies, New PubCo or Merger Sub), other than (i) payments or distributions relating to obligations in respect of arm’s-length commercial transactions, (ii) reimbursement for reasonable expenses incurred in connection with any of the Group Companies, New PubCo or Merger Sub, (iii) Employee Benefit Plans and (iv) employment arrangements entered into in the ordinary course; (p) engage in any material new line of business (it being understood that this Section 6.1(p) shall not restrict the Group Companies from extending its business into new geographies); (q) amend or enter into any Contract set forth in Section 4.18(a) of the Company Disclosure Letter (or that would have been required to be set forth therein if such Contract existed on the date hereof) or any Contract of a type described in Section 4.20; or (r) agree in writing or otherwise agree, commit or resolve to take any of the actions described in Section 6.1(a) through Section 6.1(r).

Conduct Prior to the Closing Date. 6.1. Conduct of Business by the Company, Company and the Company Subsidiaries, HoldCo, New PubCo and Merger Sub. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Second Third Effective Time (the “Interim Period”)Time, the Company, HoldCo, New PubCo and Merger Sub Company shall, and the Company shall cause each of the Company Subsidiaries to, other than as a result of or in connection with COVID-19, use its commercially reasonable efforts to carry on its business in the ordinary course and in accordance with applicable Legal Requirementscourse, except: (xw) to the extent that SPAC shall otherwise consent in advance and in writing (such consent not to be unreasonably withheld, conditioned or delayed); or (yx) as expressly contemplated by this Agreement or any of and the other Transaction Agreements; (y) as required by applicable Legal Requirements; or (z) as expressly set forth in Section on Schedule 6.1 of the Company Disclosure Letter. Without limiting the generality of the foregoing, except except: (i) as expressly contemplated by this Agreement or any of and the other Transaction Agreements, (ii) or as required by applicable Legal Requirements, (iii) as set forth on Schedule 6.1 of the Company Disclosure Letter; or (iv) as a result of or in connection with a COVID-19 Measure or, (iv) as expressly set forth in Section 6.1 of the Company Disclosure LetterCOVID-19, without the prior written consent of SPAC (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim Periodperiod from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Third Effective Time, the Company, HoldCo, New PubCo and Merger Sub Company shall not, and the Company shall cause the Company Subsidiaries not to, do any of the following: (a) except in the ordinary course of business or as otherwise required by any existing Employee Benefit Plan or applicable Legal RequirementsPlan: (i) increase or grant any increase in the compensation, bonus, fringe or other benefits of, or pay, grant or promise any bonus to, any current or former employee, director or independent contractor, except for (A) individual increases of not more than 5% in the base salary or wage rate of any current employee who has annual base compensation of more less than $125,000 (or its equivalent in another currency) 100,000 in the ordinary course of business and (B) the payment of annual bonuses and other short-term incentive compensation in the ordinary course of business (including with respect to the determination of the achievement of any applicable performance objectives, whether qualitative or quantitative); (ii) grant or pay any severance, retention, transaction or change in control pay or benefits to, or otherwise increase the severance, retention, transaction or change in control pay or benefits of, any current or former employee, director or independent contractor, other than the payment of severance in the ordinary course of business in exchange for a release of claims; (iii) enter into, materially amend or terminate any Employee Benefit Plan or any employee benefit plan, policy, program, agreement, trust or arrangement that would have constituted an Employee Benefit Plan if it had been in effect on the date of this Agreement; (iv) take any action to accelerate the vesting or payment of, or otherwise fund or secure the payment of, any compensation or benefits under any Employee Benefit Plan or otherwise; (v) grant any equity or equity-based compensation awards other than in the ordinary course of business; or (vi) hire or terminate any employee whose annual base compensation is $100,000 (or its equivalent in another currency) or more, other than terminations for cause; (b) (i) transfer, sell, assign, license, sublicense, encumber, impair, abandon or otherwise dispose of any right, title or interest in or to any Owned Intellectual Property or Licensed Intellectual Property, in each case, that is material to any of the Group Companies, New PubCo or Merger Sub Companies (or any of their respective businesses); or (ii) voluntarily extend, amend, waive, cancel or modify any material rights in or to any Owned Intellectual Property or Licensed Intellectual Property, in each case, that is material to any of the Group Companies, New PubCo or Merger Sub Companies (or any of their respective businesses), other than, in each of clauses (i) through (ii), non-exclusive licenses granted in the ordinary course of business or expirations of Intellectual Property in accordance with the applicable statutory term (if such term is non-renewable); (c) except for transactions solely among the Company, Company and the Company Subsidiaries, HoldCo, New PubCo and Merger Sub: (i) declare, set aside or pay any dividends on or make any other distributions (whether in cash, sharesstock, equity securities or property) in respect of any share capital or otherwise, or split, combine or reclassify any share capital or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any share capital; (ii) repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any membership interests, shares, capital stock or any other equity interests, as applicable, in any Group Company (other than repurchases, redemptions or other acquisitions of equity interests from directors, officers or employees in accordance with the terms of any equity incentive plan or such Person’s employment, grant or subscription agreement, in each case, in accordance with the Company’s Governing Documents and such plan or agreement, New PubCo as in effect as of the date of this Agreement or Merger Submodified after the date of this Agreement in accordance with this Agreement); or (iii) grant, issue sell or otherwise dispose, or authorize to issue, sell, or otherwise dispose any membership interests, shares, capital stock or any other equity interests (such as share or stock options, share or stock units, restricted shares or stock or other Contracts for the purchase or acquisition of such shares or capital stock), as applicable, in any Group Company, New PubCo or Merger Sub Company (other than any grants, issuances or sales made to directors, officers or employees in accordance with the terms of any equity incentive plan or such Person’s employment, grant or subscription agreement, in each case, in accordance with the Company’s Governing Documents and such plan or agreement, as expressly required by in effect as of the Subscription Agreementsdate of this Agreement or modified after the date of this Agreement in accordance with this Agreement); (d) amend its Governing DocumentsDocuments other than to provide for grants of equity or equity-based compensation awards to directors and employees in the ordinary course of business; (e) except as set forth in Section 6.1(e) the ordinary course of the Company Disclosure Letterbusiness: (i) merge, consolidate or combine the Company with a third party, other than with SPAC; or (ii) acquire or agree to acquire by merging or consolidating with, purchasing a majority of the equity interest in or all or substantially all of the assets of, or by any other manner, any third-party business or corporation, partnership, association or other business organization or division thereof; (f) voluntarily dispose of, of or amend or fail to renew any Company Real Property Lease other than in the ordinary course of business and or as would not reasonably be expected to be material to the Group Companies, New PubCo or Merger Sub, individually or in the aggregateconsidered as a whole; (g) other than with respect to the Company Real Property Leases and Intellectual Property, voluntarily sell, lease, license, sublicense, abandon, divest, transfer, cancel, abandon or permit to lapse or expire, dedicate to the public, or otherwise dispose of, or agree to do any of the foregoing with respect toforegoing, or otherwise dispose of material assets or properties, other than in the ordinary course of business or pursuant to Contracts existing on the date hereof; (h) (i) make, create any loans, advances or capital contributions to, or investments in, any Person other than any of the Group Companies, New PubCo or Merger Sub Companies and other than advances for business expenses to employees and loans or advances to customers and suppliers in the ordinary course of business; (ii) create, incur, assume, guarantee or otherwise become liable for, any Indebtedness incurred after the date hereof in excess of $10,000,000 (or its equivalent in another currency) in the aggregate 5,000,000 other than (w) in connection with additional borrowings, extensions of credit and other financial accommodations from the existing lenders or under existing credit facilities, notes and other Indebtedness existing as of the date of this Agreement, (x) guarantees of any Indebtedness of any Company Subsidiaries or Subsidiaries, (y) guarantees by the Company Subsidiaries of the Indebtedness of the Company, HoldCo, New PubCo or Merger Sub, (y) Indebtedness that qualifies as Transaction Expenses of the Company or (z) Indebtedness incurred in connection with any transaction permitted under Section 6.1(e)credit facilities existing on the date hereof; (iii) except in the ordinary course of business, create any Liens on any material property or material assets of any of the Group Companies, New PubCo or Merger Sub Companies in connection with any Indebtedness thereof (other than Permitted Liens); or (iv) cancel or forgive any Indebtedness owed to any of the Group Companies, New PubCo or Merger Sub Companies other than ordinary course compromises of amounts owed to the Group Companies, New PubCo or Merger Sub Companies by their respective customers; (i) compromise, settle or agree to settle any Legal Proceeding (i) involving payments by any Group Company, New PubCo or Merger Sub Company of $100,000 (or its equivalent in another currency) or more, or (ii) that imposes any material non-monetary obligations on a Group Company, New PubCo or Merger Sub Company (excluding, for the avoidance of doubt, confidentiality, non-disparagement or other similar obligations incidental thereto), except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect; (j) except in the ordinary course of business or as would not reasonably be expected to be material to the Group Companies, New PubCo or Merger Sub, individually or in the aggregate: (i)(Ai) modifymodify or amend, amend in a manner that is adverse to the applicable Group Company, New PubCo or Merger Sub or terminate any Company Material ContractContract (other than the repayment of existing Indebtedness); (Bii) enter into any Contract that would have been a Company Material Contract, had it been entered into prior to the date of this Agreement; or (Ciii) waive, delay the exercise of, release or assign any material rights or claims under any Company Material Contract (other than assignments by the applicable Group Company, New PubCo or Merger Sub Company to any other Group Company, New PubCo or Merger Sub); or (ii) modify or amend any material term under the Existing Credit Agreements or terminate the Existing Credit Agreements or any commitments thereunder; (k) except as required by IFRS Brazilian GAAP (or any interpretation thereof) or applicable Legal Requirements (including to obtain compliance with PCAOB auditing standards), make any material change in accounting methods, principles or practices; (l) except in the ordinary course of business, (i) make, change or revoke any material Tax election (in each case other than actions in respect of such Tax elections that would be consistent with the past practice of the Company); election, (ii) change (or request to change) any material method of accounting for Tax purposes, (iii) settle or compromise any material Tax liability, enter into any closing agreement in respect of material Taxes or enter into any Tax sharing or similar agreement, (iiiiv) file any amended material Tax Return other than any such amendments that would be consistent with the past practice of the CompanyReturn, (ivv) consent to any extension or waiver of the statute of limitations regarding any material amount of Taxes or in respect to any material Tax attribute that would give rise to any claim or assessment of Taxes, in each case other than any such extensions or waivers that would be consistent with the past practice of the Company, (vvi) settle or consent to any claim or assessment relating to any material amount of Taxes or (vi) surrender or allow to expire any right to claim a refund of material Taxes; (m) take, or knowingly fail to take, any action if such action, or failure to take such action, would reasonably be expected to prevent, impair or impede the Intended Tax Treatment; (n) authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, restructuring, recapitalization, dissolution or winding-up of the Company, HoldCo, New PubCo or Merger Sub; (o) subject to Section 6.1(a), enter into or amend any agreement with, or pay, distribute or advance any assets or property to, any of its officers, directors, shareholders, stockholders or other Affiliates (including any direct or indirect controlling equityholder of the Company, but other than the Group Companies, New PubCo or Merger Sub), other than (i) payments or distributions relating to obligations in respect of arm’s-length commercial transactions, (ii) reimbursement for reasonable expenses incurred in connection with any of the Group Companies, New PubCo or Merger Sub, (iii) Employee Benefit Plans and (iv) employment arrangements entered into in the ordinary course; (p) engage in any material new line of business (it being understood that this Section 6.1(p) shall not restrict the Group Companies from extending its business into new geographies); (q) amend or enter into any Contract set forth in Section 4.18(a) of the Company Disclosure Letter (or that would have been required to be set forth therein if such Contract existed on the date hereof) or any Contract of a type described in Section 4.20business; or (rq) agree in writing or otherwise agree, agree or commit or resolve to take any of the actions described in Section 6.1(a) through Section 6.1(r6.1(q). 6.2. Conduct of Business by SPAC, New PubCo, First

Conduct Prior to the Closing Date. 6.1. Section 6.1 Conduct of Business by the Company, Companies and the Company Subsidiaries, HoldCo, New PubCo and Merger SubSubsidiaries of the Companies. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and or the Second Effective Time (the “Interim Period”)Closing, the Company, HoldCo, New PubCo and Merger Sub each Company shall, and the Company shall cause each of the Company its respective Subsidiaries to, other than as a result of or in connection with COVID-19, carry on conduct its business in the ordinary course and in accordance with applicable Legal RequirementsOrdinary Course of Business, except: (xa) to the extent that SPAC Parent shall otherwise consent in advance and in writing (such consent not to be unreasonably withheld, conditioned or delayed); or , (yb) as expressly contemplated by this Agreement (including the Pre-Closing Reorganization) or any of the other Transaction Agreements; or (z) as expressly set forth in Section 6.1 of the Company Disclosure LetterLetters or (c) in response to COVID-19 (including any COVID-19 Measures). Without limiting the generality of the foregoingIn addition, except (i) as required or expressly contemplated permitted by the terms of this Agreement (including the Pre-Closing Reorganization) or any of the other Transaction AgreementsCompany Disclosure Letters, (ii) or as required by applicable Legal Requirements, Requirements (iiiincluding any COVID-19 Measures) as a result of or in connection with a COVID-19 Measure or, (iv) as expressly set forth in Section 6.1 of the Company Disclosure Letter, without the prior written consent of SPAC (such consent not to be unreasonably withheld, conditioned or delayed)Parent, during the Interim Periodperiod from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, the Company, HoldCo, New PubCo and Merger Sub each Company shall not, and the Company shall cause the Company its respective Subsidiaries not to, do any of the following: (a) except in the ordinary course of business or as otherwise required by any existing Employee Benefit Plan or applicable Legal Requirements: (i) increase or grant any increase in the compensation, bonus, fringe bonus or other benefits of, or pay, grant or promise any bonus to, any current or former employee, director or independent contractor, contractor except for (A) individual increases of not more than 5% any increase in the rate of base salary or wage rate of any current employee who has for employees with an annual base compensation of more than salary below $125,000 (or its equivalent in another currency) 150,000 in the ordinary course Ordinary Course of business and (B) the payment of annual bonuses and other short-term incentive compensation in the ordinary course of business (including with respect to the determination of the achievement of any applicable performance objectives, whether qualitative or quantitative)Business; (ii) grant or pay any severance, retention, transaction severance or change in control pay or benefits to, or otherwise increase the severance, retention, transaction severance or change in control pay or benefits of, any current or former employee, director or independent contractor, other than the payment of severance in the ordinary course of business in exchange for a release of claims; (iii) enter into, materially amend or terminate any Employee Company Benefit Plan or any employee benefit plan, policy, program, agreement, trust or arrangement that would have constituted an Employee a Company Benefit Plan if it had been in effect on the date of this Agreement; (iv) take any action to accelerate the vesting or payment of, or otherwise fund or secure the payment of, any compensation or benefits under any Employee Company Benefit Plan Plan; or otherwise; (v) grant any equity or equity-based compensation awards awards; except, in each case, (x) as required by the terms of any Company Benefit Plan as in effect as of the date of this Agreement, or (viy) hire or terminate any employee whose annual base compensation is $100,000 (or its equivalent in another currency) or more, other than terminations for causeimmaterial changes to Company Benefit Plans available to all employees generally; (b) (i) abandon, cancel, permit to lapse or expire, transfer, sell, assign, license, sublicense, covenant not to ▇▇▇ with respect to, encumber, impair, abandon impair or otherwise dispose of any right, title or interest in or to any material Owned Intellectual Property that is material to any (other than non-exclusive licenses granted in the Ordinary Course of the Group Companies, New PubCo or Merger Sub (or any of their respective businessesBusiness); or (ii) voluntarily extend, amend, waive, cancel or modify any material rights in or to any Licensed Intellectual Property or agree to transfer or license (other than non-exclusively license in the Ordinary Course of Business) to any Person future Intellectual Property; or (iii) divulge, furnish to or make accessible any material Trade Secrets included in the Owned Intellectual Property that is material to any Person who is not subject to an enforceable written agreement to maintain the confidentiality of the Group Companies, New PubCo or Merger Sub (or any of their respective businesses), other than, in each of clauses (i) through (ii), non-exclusive licenses granted in the ordinary course of business or expirations of Intellectual Property in accordance with the applicable statutory term (if such term is non-renewable)Trade Secrets; (c) except for transactions solely among the Company, Companies and the Company Subsidiaries, HoldCo, New PubCo and Merger SubSubsidiaries of the Companies or as required to effect the Pre-Closing Reorganization: (i) declare, set aside or pay any dividends on or make any other distributions (whether in cash, sharesstock, equity securities or property) in respect of any share capital or otherwise, stock or split, combine or reclassify any share capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any share capitalcapital stock; (ii) repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any membership interests, shares, capital stock or any other equity interests, as applicable, in any Group Company, New PubCo such Company or Merger Subits Subsidiaries; or (iii) grant, issue sell or otherwise dispose, or authorize to issue, issue sell, or otherwise dispose any membership interests, shares, capital stock or any other equity interests (such as share or stock options, share or stock units, restricted shares or stock or other Contracts for the purchase or acquisition of such shares or capital stock), as applicable, in any Group Companysuch Company or its Subsidiaries; or (iv) issue, New PubCo deliver, sell, authorize, pledge or Merger Sub otherwise encumber, or agree to any of the foregoing with respect to, any shares of capital stock or other equity securities or ownership interests or any securities convertible into or exchangeable for shares of capital stock or other equity securities or ownership interests, or subscriptions, rights, warrants or options to acquire any shares of capital stock or other equity securities or ownership interests or any securities convertible into or exchangeable for shares of capital stock or other equity securities or other ownership interests, or enter into other agreements or commitments of any character obligating it to issue any such shares, equity securities or other ownership interests or convertible or exchangeable securities, provided that, notwithstanding anything in this Agreement to the contrary, SNR and its Subsidiaries shall be permitted to declare, set aside or pay any cash distributions, or repurchase or redeem its membership interests for cash, in each case, at any time prior to the Closing (other than as expressly required by the Subscription Agreementsan “SNR Permitted Pre-Closing Transaction”); (d) amend its Governing the Charter Documents, or form or establish any Subsidiary (other than as required to effect the Pre-Closing Reorganization); (e) except as set forth in Section 6.1(e) of the Company Disclosure Letter: (i) merge, consolidate or combine with a third party, other than with SPAC; or (ii) acquire or agree to acquire by merging or consolidating with, purchasing a majority of the equity interest in or all or substantially all of the assets of, or by any other manner, any third-party business or corporation, partnership, association or other business organization or division thereof; (f) voluntarily dispose of, amend or fail to renew any Company Real Property Lease other than in the ordinary course of business and as would not reasonably be expected to be material to the Group Companies, New PubCo or Merger Sub, individually or in the aggregate; (g) other than with respect to the Company Real Property Leases and Intellectual Property, voluntarily sell, lease, license, sublicense, abandon, divest, transfer, cancel, abandon or permit to lapse or expire, dedicate to the public, or otherwise dispose of, or agree to do any of the foregoing with respect toforegoing, material or otherwise dispose of assets or properties, individually or in the aggregate, having a value in excess of $4,000,000, other than any sale, lease or disposition in the ordinary course Ordinary Course of business Business or pursuant to Contracts agreements existing on the date hereofhereof and set forth on Section 6.1(f) of the Company Disclosure Letters; (hf) other than as required to effect the Pre-Closing Reorganization, (i) merge, consolidate or combine with any Person; (ii) acquire or agree to acquire by merging or consolidating with, purchasing any equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or (iii) buy, purchase or otherwise acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any securities, properties or businesses; (g) (i) incur, grant, issue, create, assume, refinance, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness in excess of $4,000,000; (ii) issue or sell any debt securities or rights to acquire any debt securities of any such Company or its Subsidiaries or guarantee any debt securities of another Person; (iii) make, incur, create or assume any loans, advances or capital contributions to, or investments in, or guarantee any Indebtedness of, any Person other than any of the Group Companies, New PubCo or Merger Sub and other than advances for business expenses and loans or advances to customers and suppliers in the ordinary course of business; (ii) create, incur, assume, guarantee or otherwise become liable for, any Indebtedness incurred after the date hereof in excess of $10,000,000 (such Company or its equivalent Subsidiaries except for loans, advances or capital contributions pursuant to and in another currency) in accordance with the aggregate other than (w) in connection with additional borrowings, extensions terms of credit and other financial accommodations from the existing lenders agreements or under existing credit facilities, notes and other Indebtedness legal obligations existing as of the date of this Agreement, (xin each case set forth on Section 6.1(g) guarantees of any Indebtedness of any Company Subsidiaries or guarantees by the Company Subsidiaries of the Indebtedness of the Company, HoldCo, New PubCo or Merger Sub, (y) Indebtedness that qualifies as Transaction Expenses of the Company or (z) Indebtedness incurred in connection with any transaction permitted under Section 6.1(e)Disclosure Letters; (iiiiv) except in the ordinary course Ordinary Course of businessBusiness, create any material Liens on any material property or material assets of any of the Group Companies, New PubCo such Company or Merger Sub its Subsidiaries in connection with any Indebtedness thereof (other than Permitted Liens); (v) fail to comply with the terms of any Indebtedness or take any action, or omit to take any action, that would constitute or result in a default or event of default under any Indebtedness; (ivvi) cancel or forgive any Indebtedness owed to any such Company or its Subsidiaries; or (vii) make, incur or commit to make or incur any material capital expenditures, except for Stage 2 Capex and maintenance capital expenditures (being expenditures needed to maintain, repair or replace any tangible assets to continue to operate in the Ordinary Course of the Group CompaniesBusiness); (h) waive, New PubCo release, compromise, settle, pay or Merger Sub satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened litigation) or compromise or settle any liability, other than ordinary course compromises in the Ordinary Course of amounts owed to Business or that otherwise do not exceed $10,000,000 in the Group Companies, New PubCo aggregate and would not prohibit or Merger Sub by materially restrict such Company or its Subsidiaries from operating their respective customersbusinesses substantially as currently conducted or anticipated to be conducted; (i) compromise, settle or agree to settle any Legal Proceeding involving payments by any Group Company, New PubCo or Merger Sub of $100,000 (or its equivalent in another currency) or more, or that imposes any material non-monetary obligations on a Group Company, New PubCo or Merger Sub (excluding, for the avoidance of doubt, confidentiality, non-disparagement or other similar obligations incidental thereto); (j) except in the ordinary course Ordinary Course of business or as would not reasonably be expected to be material to the Group Companies, New PubCo or Merger Sub, individually or in the aggregateBusiness: (i)(AA) modify, amend in a manner that is adverse or terminate prior to the applicable Group Company, New PubCo expiration of its term or Merger Sub or terminate the completion of performance of any Company executory obligations under any Material Contract; (B) enter into any Contract that would have been a Company Material Contract, had it been entered into prior to the date of this Agreement; or (C) waive, delay the exercise of, release or assign any material rights or claims under any Company Material Contract (other than assignments by the applicable Group Company, New PubCo or Merger Sub to any other Group Company, New PubCo or Merger Sub)Contract; or (iiC) modify incur or amend enter into Contract requiring the Companies to pay in excess of $5,000,000 in any material term under the Existing Credit Agreements or terminate the Existing Credit Agreements or any commitments thereunder12-month period; (kj) except as required by IFRS GAAP (or any interpretation thereof) or applicable Legal Requirements (including to obtain compliance with PCAOB auditing standards)Requirements, revalue any of its assets or make any material change in accounting methods, principles or practices; (lk) (i) make, change or revoke any material Tax election (in each case other than actions in respect of such Tax elections that would be consistent with the past practice of the Company); (ii) election, settle or compromise any material Tax claim or liability, enter into ; (ii) change (or request to change) any closing agreement aspect of any material method of accounting for Tax purposes; (iii) agree to make any adjustment pursuant to Section 481(a) of the Code or any similar Legal Requirement or proposed any such adjustment with a Governmental Entity; (iv) prepare or file any material amended Tax Return; (v) waive or extend any statute of limitations in respect of material Taxes or enter into any Tax sharing period within which an assessment or similar agreement, reassessment of Taxes may be issued (iii) file any amended material Tax Return other than any such amendments that would be consistent with the past practice of the Company, (iv) consent extension pursuant to an extension to file any extension or waiver of the statute of limitations regarding any material amount of Taxes or in respect to any material Tax attribute that would give rise to any claim or assessment of Taxes, in each case other than any such extensions or waivers that would be consistent with the past practice of the Company, (v) settle or consent to any claim or assessment relating to any material amount of Taxes Return); or (vi) surrender or allow to expire any right to claim for a refund of material Taxes; (vii) enter into any “closing agreement” as described in Section 7121 of the Code (or any similar Legal Requirement) with any Governmental Entity or (viii) incur any liability for material Taxes other than in the Ordinary Course of Business; (m) take, or fail to take, any action if such action, or failure to take such action, would reasonably be expected to prevent, impair or impede the Intended Tax Treatment; (nl) authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, restructuring, recapitalization, dissolution or winding-up of the Company, HoldCo, New PubCo or Merger Subup; (om) subject to Section 6.1(a), enter into or amend any agreement with, or pay, distribute or advance any assets or property to, any of its officers, directors, shareholdersemployees, partners, stockholders or other Affiliates (including any direct or indirect controlling equityholder of the Company, but other than the Group Companies, New PubCo or Merger Sub)Affiliates, other than (i) payments or distributions relating to obligations in respect of arm’sarms-length commercial transactions, (iitransactions pursuant to the agreements set forth on Section 6.1(m) reimbursement for reasonable expenses incurred in connection with any of the Group Companies, New PubCo or Merger Sub, (iii) Employee Benefit Plans and (iv) employment arrangements entered into in Company Disclosure Letters as existing on the ordinary coursedate of this Agreement; (pn) engage in any material new line of business (it being understood that this Section 6.1(p) shall not restrict the Group Companies from extending its business into new geographies); (q) amend or enter into any Contract set forth in Section 4.18(a) outside of the business currently conducted by such Company Disclosure Letter (or that would have been required to be set forth therein if such Contract existed on and its Subsidiaries as of the date hereof) or any Contract of a type described in Section 4.20this Agreement; or (ro) agree in writing or otherwise agree, commit or resolve to take any of the actions described in Section 6.1(a) through Section 6.1(r)(n) above. Nothing contained in this Agreement shall give Parent, directly or indirectly, any right to control or direct the operations of any such Company or its Subsidiaries prior to the Closing. Prior to the Closing, each Company and Parent shall exercise, consistent with the other terms and conditions of this Agreement, complete control and supervision over their businesses.

Conduct Prior to the Closing Date. 6.1. 6.1 Conduct of Business by the Company, Company and the Company Subsidiaries, HoldCo, New PubCo and Merger Sub. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Second Effective Time (the “Interim Period”)Time, the Company, HoldCo, New PubCo and Merger Sub Company shall, and the Company shall cause each of the Company Subsidiaries to, other than as a result of or in connection with COVID-19, carry on its business in the ordinary course consistent with past practice and in accordance with applicable Applicable Legal Requirements, exceptexcept to: (xa) to the extent that SPAC Parent shall otherwise consent in advance and in writing (such consent not to be unreasonably withheld, conditioned or delayed); or (yb) as expressly contemplated by this Agreement or any of the other Transaction Agreements; or (z) as expressly set forth in Section Schedule 6.1 of the Company Disclosure Letter. Without limiting the generality of the foregoing, except (i) as required or expressly contemplated permitted by the terms of this Agreement or any of the other Transaction AgreementsCompany Disclosure Letter, (ii) or as required by applicable Applicable Legal Requirements, (iii) as a result of or in connection with a COVID-19 Measure or, (iv) as expressly set forth in Section 6.1 of the Company Disclosure Letter, without the prior written consent of SPAC (such consent not to be unreasonably withheld, conditioned or delayed)Parent, during the Interim Periodperiod from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Effective Time, the Company, HoldCo, New PubCo and Merger Sub Company shall not, and the Company shall cause the Company Subsidiaries not to, do any of the following: (a) except in the ordinary course of business or as otherwise required by any existing Employee Benefit Plan or applicable Applicable Legal Requirements: (i) increase or grant any increase in the compensation, bonus, fringe or other benefits of, or pay, grant or promise any bonus to, any current or former employee, director or independent contractor, contractor except for (A) individual increases of not more than 5% annual adjustments or in the base salary connection with any promotion or wage rate material increase in responsibility of any current employee who has annual base compensation of more than $125,000 (officer or its equivalent employee, in another currency) each case in the ordinary course of business and consistent with past practice (B) the payment of annual bonuses and other short-term incentive compensation in the ordinary course of business (including with respect to the determination of the achievement of any measured by applicable performance objectives, whether qualitative or quantitativejurisdiction); (ii) grant or pay any severance, retention, transaction severance or change in control pay or benefits to, or otherwise increase the severance, retention, transaction severance or change in control pay or benefits of, any current or former employee, director or independent contractor, other than the payment of severance in the ordinary course of business in exchange for a release of claims; (iii) enter into, materially amend (other than immaterial amendments) or terminate any Employee Benefit Plan or any employee benefit plan, policy, program, agreement, trust or arrangement that would have constituted an Employee Benefit Plan if it had been in effect on the date of this Agreement; (iv) take any action to accelerate the vesting or payment of, or otherwise fund or secure the payment of, any compensation or benefits under any Employee Benefit Plan or otherwisePlan; (v) grant any equity or equity-based compensation awards awards; or (vi) hire or terminate any employee whose annual base compensation is $100,000 (or its equivalent in another currency) or more, independent contractor other than terminations for causein the ordinary course of business consistent with past practice; (b) (i) transfer, sell, assign, license, sublicense, encumber, impair, abandon abandon, fail to diligently maintain, transfer or otherwise dispose of any right, title or interest of the Company in or to any Owned Intellectual Property or Licensed Intellectual Property, in each case, that is material to any of the businesses of the Group Companies, New PubCo or Merger Sub (or any of their respective businesses); or (ii) voluntarily extend, amend, waive, cancel or modify any material rights in or to any Owned Intellectual Property or Licensed Intellectual Property, in each case, that is material to any business of the Group Companies; (iii) fail to diligently prosecute the patent applications owned by the Company other than applications the Company, New PubCo in the exercise of its good faith business judgment, has determined to abandon; or Merger Sub (iv) divulge, furnish to or make accessible any Trade Secrets within Owned Intellectual Property to any third party who is not subject to an enforceable written agreement to maintain the confidentiality of their respective businesses)such Trade Secrets, other than, in each of clauses (i) through (iiiii), non-exclusive licenses granted in the ordinary course of business consistent with past practices; provided, that in no event shall the Company license on an exclusive basis or expirations of sell any material Owned Intellectual Property in accordance with the applicable statutory term (if such term is non-renewable)Property; (c) except for transactions solely among the Company, Company and the Company Subsidiaries, HoldCo, New PubCo and Merger Sub: (i) declare, set aside or pay any dividends on or make any other distributions (whether in cash, sharesstock, equity securities or property) in respect of any share capital stock or otherwise, or split, combine or reclassify any share capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any share capitalcapital stock; (ii) repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any membership interests, shares, capital stock or any other equity interests, as applicable, in any Group Company, New PubCo or Merger Sub; or (iii) grant, issue sell or otherwise dispose, or authorize to issue, issue sell, or otherwise dispose any membership interests, shares, capital stock or any other equity interests (such as share or stock options, share or stock units, restricted shares or stock or other Contracts for the purchase or acquisition of such shares or capital stock), as applicable, in any Group Company; or (iv) issue, New PubCo deliver, sell, authorize, pledge or Merger Sub (otherwise encumber, or agree to any of the foregoing with respect to, any shares of capital stock or other than as expressly required by the Subscription Agreements)equity securities or ownership interests or any securities convertible into or exchangeable for shares of capital stock or other equity securities or ownership interests, or subscriptions, rights, warrants or options to acquire any shares of capital stock or other equity securities or ownership interests or any securities convertible into or exchangeable for shares of capital stock or other equity securities or other ownership interests, or enter into other agreements or commitments of any character obligating it to issue any such shares, equity securities or other ownership interests or convertible or exchangeable securities; (d) amend its Governing Documents, or form or establish any Subsidiary; (e) except as set forth in Section 6.1(e) of the Company Disclosure Letter: (i) merge, consolidate or combine with a third party, other than with SPACany Person; or (ii) acquire or agree to acquire by merging or consolidating with, purchasing a majority of the any equity interest in or all or substantially all a substantial portion of the assets of, or by any other manner, any third-party business or any corporation, partnership, association or other business organization or division thereof; (f) voluntarily dispose of, amend of or fail to renew lose rights under any Company Real Property Lease other than in the ordinary course of business and as would not reasonably be expected to be material to the Group Companies, New PubCo or Merger Sub, individually or in the aggregatebusiness; (g) other than with respect to the Company Real Property Leases and Intellectual PropertyLeases, voluntarily sell, lease, license, sublicense, abandon, divest, transfer, cancel, abandon or permit to lapse or expire, dedicate to the public, or otherwise dispose of, or agree to do any of the foregoing with respect toforegoing, or otherwise dispose of material assets or properties, other than in the ordinary course of business or pursuant to Contracts agreements existing on the date hereofhereof and set forth on Schedule 6.1(g) of the Company Disclosure Letter; (h) (i) issue or sell any debt securities or rights to acquire any debt securities of any of the Group Companies or guarantee any debt securities of another Person; (ii) make, create any loans, advances or capital contributions to, or investments in, any Person other than any of the Group Companies, New PubCo or Merger Sub and other than advances for business expenses and loans or advances to customers and suppliers in the ordinary course of business; (iiiii) create, incur, assume, guarantee or otherwise become liable for, any Indebtedness incurred after the date hereof in excess of $10,000,000 (or its equivalent in another currency) in the aggregate other than (w) in connection with additional borrowings, extensions of credit and other financial accommodations from the existing lenders or under existing credit facilities, notes and other Indebtedness existing as of the date of this Agreement, (x) guarantees of any Indebtedness of any Company Subsidiaries or guarantees by the Company Subsidiaries of the Indebtedness of the Company, HoldCo, New PubCo or Merger Sub, (y) Indebtedness that qualifies as Transaction Expenses of the Company or (z) Indebtedness incurred in connection with any transaction permitted under Section 6.1(e); (iiiiv) except in the ordinary course of businessbusiness consistent with past practice, create any Liens on any material property or material assets of any of the Group Companies, New PubCo or Merger Sub Companies in connection with any Indebtedness thereof (other than Permitted Liens); (v) fail to comply with the terms of the Existing Credit Agreements or take any action, or omit to take any action, that would constitute or result in a default or event of default under any of the Existing Credit Agreements; or (ivvi) cancel or forgive any Indebtedness owed to any of the Group Companies, New PubCo or Merger Sub Companies other than ordinary course compromises of amounts owed to the Group Companies, New PubCo or Merger Sub Companies by their respective customerscustomers consistent with past practice; (i) make, incur or commit to make or incur, or authorize any capital expenditures that will require payments after the Closing Date other than capital expenditures consistent in the aggregate with the capital expenditure plan disclosed to Parent (the “Capital Expenditure Plan”), or fail in any material respect to make any capital expenditures in the amounts and at the times contemplated in the Capital Expenditure Plan (subject to ordinary course variations in the timing and amount of such capital expenditures); (j) fail to manage the working capital of the Group Companies in the ordinary course consistent with past practice (taking into account seasonality, including customary quarter-end practices), including: (i) accelerate or delay in any respect material to the Group Companies (A) the collection of any accounts receivable or (B) the payment of any accounts payable, in the case of each of clauses (A) and (B), in advance or beyond the due date other than in the ordinary course of business; or (ii) fail to maintain and manage inventory levels in the ordinary course of business consistent with past practice; (k) release, assign, compromise, settle or agree to settle any Legal Proceeding involving payments by any Group Company, New PubCo or Merger Sub Company of $100,000 (or its equivalent in another currency) 5,000,000 or more, or that imposes any material non-monetary obligations on a Group Company, New PubCo or Merger Sub (excluding, for the avoidance of doubt, confidentiality, non-disparagement or other similar obligations incidental thereto); (ji) except in the ordinary course of business or as would not reasonably be expected to be material to the Group Companies, New PubCo or Merger Sub, individually or in the aggregateconsistent with past practices: (i)(AA) modify, amend in a manner that is adverse to the applicable Group Company, New PubCo or Merger Sub Company or terminate any Company Material Contract; (B) enter into any Contract that would have been a Company Material Contract, Contract had it been entered into prior to the date of this Agreement; or (C) waive, delay the exercise of, release or assign any material rights or claims under any Company Material Contract; or (D) incur or enter into a Contract (other than assignments by requiring the applicable Group Company, New PubCo or Merger Sub Company to pay in excess of $10,000,000 in any other Group Company, New PubCo or Merger Sub)12-month period; or (ii) modify or amend any material term under any of the Existing Credit Agreements or terminate or allow the termination of any of the Existing Credit Agreements or any commitments thereunder; (km) except as required by IFRS U.S. GAAP (or any interpretation thereof) or applicable Applicable Legal Requirements (including to obtain compliance with PCAOB auditing standards)Requirements, make any material change in accounting methods, principles or practices; (l) (i) make, change or revoke any material Tax election (in each case other than actions in respect of such Tax elections that would be consistent with the past practice of the Company)election; (ii) settle or compromise any material Tax liability, claim; (iii) change (or request to change) any method of accounting for Tax purposes; (iv) file any material amended Tax Return; (v) waive or extend any statute of limitations in respect of a period within which an assessment or reassessment of material Taxes may be issued (other than any extension pursuant to an extension to file any Tax Return); (vi) knowingly surrender any claim for a refund of Taxes; or (vii) enter into any “closing agreement agreement” as described in respect of material Taxes or enter into any Tax sharing or similar agreement, (iii) file any amended material Tax Return other than any such amendments that would be consistent with the past practice Section 7121 of the Company, Code (ivor any similar Legal Requirement) consent to with any extension or waiver of the statute of limitations regarding any material amount of Taxes or in respect to any material Tax attribute that would give rise to any claim or assessment of Taxes, in each case other than any such extensions or waivers that would be consistent with the past practice of the Company, (v) settle or consent to any claim or assessment relating to any material amount of Taxes or (vi) surrender or allow to expire any right to claim a refund of material TaxesGovernmental Entity; (m) take, or fail to take, any action if such action, or failure to take such action, would reasonably be expected to prevent, impair or impede the Intended Tax Treatment; (no) authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, restructuring, recapitalization, dissolution or winding-up of the Company, HoldCo, New PubCo or Merger Subup; (op) subject to Section 6.1(a)clause (a) above, enter into or amend any agreement with, or pay, distribute or advance any assets or property to, any of its officers, directors, shareholdersemployees, partners, stockholders or other Affiliates (including any direct or indirect controlling equityholder of the Company, but other than the Group Companies, New PubCo or Merger Sub)Affiliates, other than (i) payments or distributions relating to obligations in respect of arm’s-length commercial transactions, (iitransactions pursuant to the agreements set forth on Schedule 6.1(p) reimbursement for reasonable expenses incurred in connection with any of the Group Companies, New PubCo or Merger Sub, (iii) Employee Benefit Plans and (iv) employment arrangements entered into in Company Disclosure Letter as existing on the ordinary coursedate of this Agreement; (pq) engage in any material new line of business (it being understood that this Section 6.1(p) shall not restrict the Group Companies from extending its business into new geographies)business; (qr) amend take any action or enter into fail to take any Contract set forth in action that would reasonably be expected to prevent the First Merger and the Second Merger, taken together, from qualifying as a “reorganization” within the meaning of Section 4.18(a368(a) of the Company Disclosure Letter (or that would have been required to be set forth therein if such Contract existed on Code and the date hereof) or any Contract of a type described in Section 4.20Treasury Regulations; or (rs) (i) limit the rights of any Group Company, in each case in any material respect: (A) to engage in any line of business or in any geographic area; (B) to develop, market or sell products or services; or (C) to compete with any Person; or (ii) grant any exclusive or similar rights to any Person; (t) terminate or amend, in a manner materially detrimental to any Group Company, any material insurance policy insuring the business of any Group Company; (u) amend in a manner materially detrimental to any Group Company, terminate, permit to lapse or fail to use commercially reasonable efforts to maintain any Approval; or (v) agree in writing or otherwise agree, commit or resolve to take any of the actions described in Section Sections 6.1(a) through Section 6.1(r)through(u) above.

Conduct Prior to the Closing Date. 6.1. 6.1 Conduct of Business by the Company, Company and the Company Subsidiaries, HoldCo, New PubCo and Merger Sub. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Second Effective Time (the “Interim Period”)Time, the Company, HoldCo, New PubCo and Merger Sub Company shall, and the Company shall cause each of the Company Subsidiaries to, other than as a result of or in connection with COVID-19, carry on its business in the ordinary course Ordinary Course of Business and in accordance with applicable Applicable Legal Requirements, except: (xa) to the extent that SPAC Parent shall otherwise consent in advance and in writing (such consent not to be unreasonably withheld, conditioned delayed or delayedconditioned); or (yb) as expressly contemplated by this Agreement or any of the other Transaction Agreements; or (z) as expressly set forth in Section Schedule 6.1 of the Company Disclosure Letter. Without limiting the generality of the foregoing, except (i) as required or expressly contemplated permitted by the terms of this Agreement or any of the other Transaction AgreementsCompany Disclosure Letter, (ii) or as required by applicable Applicable Legal Requirements, (iii) as a result of or in connection with a COVID-19 Measure or, (iv) as expressly set forth in Section 6.1 of the Company Disclosure Letter, without the prior written consent of SPAC (such consent not to be unreasonably withheld, conditioned or delayed)Parent, during the Interim Periodperiod from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Effective Time, the Company, HoldCo, New PubCo and Merger Sub Company shall not, and the Company shall cause the Company Subsidiaries not to, do any of the following: (a) except in the ordinary course of business or as otherwise required by any existing Employee Benefit Plan or applicable Applicable Legal Requirements: (i) increase or grant any increase in the compensation, bonus, fringe or other benefits of, or pay, grant or promise any bonus to, any current or former employee, director or independent contractor, contractor except for (A) individual any increases of not more than 5% in the rate of base salary or wage rate that does not exceed three percent (3%) of any such Person’s current employee who has base salary or wage pursuant to: (A) annual base compensation of more than $125,000 (or its equivalent in another currency) adjustments in the ordinary course Ordinary Course of business and Business; or (B) the payment in connection with any promotion or material increase in responsibility of annual bonuses and other short-term incentive compensation any officer or employee in the ordinary course Ordinary Course of business (including with respect to the determination of the achievement of any applicable performance objectives, whether qualitative or quantitative)Business; (ii) grant or pay any severance, retention, transaction severance or change in control pay or benefits to, or otherwise increase the severance, retention, transaction severance or change in control pay or benefits of, any current or former employee, director or independent contractor, other than the payment of severance in the ordinary course of business in exchange for a release of claims; (iii) enter into, materially amend (other than immaterial amendments) or terminate any Employee Benefit Plan or any employee benefit plan, policy, program, agreement, trust or arrangement that would have constituted an Employee Benefit Plan if it had been in effect on the date of this Agreement; (iv) take any action to accelerate the vesting or payment of, or otherwise fund or secure the payment of, any compensation or benefits under any Employee Benefit Plan or otherwisePlan; (v) grant any equity or equity-based compensation awards awards; or (vi) hire any employee or independent contractor, unless such hiring is in the Ordinary Course of Business with respect to employees and independent contractors, in each case, with individual annual remuneration not to exceed $200,000, or terminate any employee whose (other than for cause) with an individual annual base compensation is salary in excess of $100,000 (or its equivalent in another currency) or more, other than terminations for cause200,000; (b) (i) transfer, sell, assign, license, sublicense, encumber, impair, abandon abandon, fail to diligently maintain, transfer or otherwise dispose of any right, title or interest of the Company in or to any material Owned Intellectual Property that is or material to any of the Group Companies, New PubCo or Merger Sub (or any of their respective businesses)Licensed Intellectual Property; or (ii) voluntarily extend, amend, waive, cancel or modify any material rights in or to any Owned Intellectual Property or Licensed Intellectual Property, in each case, that is material to any business of the Group Companies; (iii) fail to diligently prosecute the patent or trademark applications owned by the Company other than applications the Company, New PubCo in the exercise of its good faith business judgment, has determined to abandon; or Merger Sub (iv) divulge, furnish to or make accessible, or subject to any obligation to divulge, furnish or make accessible, any Trade Secrets (including the source code for Group Company Software) within Owned Intellectual Property to any third party who is not subject to an enforceable written agreement to maintain the confidentiality of their respective businesses)such Trade Secrets, other than, in each of clauses (i) through (iiiii), non-exclusive licenses granted in the ordinary course Ordinary Course of business Business; provided that in no event shall the Company license on an exclusive basis or expirations of sell, assign or otherwise transfer any material Owned Intellectual Property in accordance with the applicable statutory term (if such term is non-renewable)Property; (c) modify in any material respect any of the Group Companies’ privacy policies, or any administrative, technical or physical safeguards related to privacy or cybersecurity, except (A) to remediate any security issue, (B) to enhance data security or integrity, (C) to comply with Applicable Legal Requirements, or (D) as otherwise directed or required by a Governmental Entity; (d) except for transactions solely among the Company, Company and the Company Subsidiaries, HoldCo, New PubCo and Merger Sub: (i) declare, set aside or pay any dividends on or make any other distributions (whether in cash, sharesstock, equity securities or property) in respect of any share capital or otherwise, stock or split, combine or reclassify any share capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any share capitalcapital stock; (ii) repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any membership interests, shares, capital stock or any other equity interests, as applicable, in any Group Company, New PubCo or Merger Sub; or (iii) grant, issue sell or otherwise dispose, or authorize to issue, issue sell, or otherwise dispose any membership interests, shares, capital stock or any other equity interests (such as share or stock options, share or stock units, restricted shares or stock or other Contracts for the purchase or acquisition of such shares or capital stock), as applicable, in any Group Company; (iv) declare, New PubCo set aside or Merger Sub pay any dividend or make any other distribution; or (v) issue, deliver, sell, authorize, pledge or otherwise encumber, or agree to any of the foregoing with respect to, any shares of capital stock or other than as expressly required by the Subscription Agreements)equity securities or ownership interests or any securities convertible into or exchangeable for shares of capital stock or other equity securities or ownership interests, or subscriptions, rights, warrants or options to acquire any shares of capital stock or other equity securities or ownership interests or any securities convertible into or exchangeable for shares of capital stock or other equity securities or other ownership interests, or enter into other agreements or commitments of any character obligating it to issue any such shares, equity securities or other ownership interests or convertible or exchangeable securities; (de) amend its Governing Documents, or form or establish any Subsidiary; (ef) except as set forth in Section 6.1(e) of the Company Disclosure Letter: (i) merge, consolidate or combine with a third party, other than with SPACany Person; or (ii) acquire or agree to acquire by merging or consolidating with, purchasing a majority of the any equity interest in or all or substantially all a substantial portion of the assets of, or by any other manner, any third-party business or any corporation, partnership, association or other business organization or division thereof; (fg) voluntarily dispose ofterminate, amend or fail to renew modify in any material respect any Company Real Property Lease (other than in the ordinary course any termination, amendment or modification of business and as would not reasonably be expected to be material to the Group Companies, New PubCo or Merger Sub, individually or in the aggregatea Company Real Property Lease that will take place automatically by its terms); (gh) other than with respect to the Company Real Property Leases and Intellectual PropertyLeases, voluntarily sell, lease, license, sublicense, abandon, divest, transfer, assign, cancel, abandon or permit to lapse or expire, dedicate to the public, or otherwise dispose of, or agree to do any of the foregoing with respect toforegoing, or otherwise dispose of material assets assets, properties or propertiesFranchise Agreements, other than in the ordinary course of business or pursuant to Contracts agreements existing on the date hereofhereof and set forth on Schedule 6.1(h) of the Company Disclosure Letter; (hi) (i) make, issue or sell any debt securities or rights to acquire any debt securities of any of the Group Companies or guarantee any debt securities of another Person; (ii) make or create any loans, advances or capital contributions to, or investments in, any Person other than any of the Group Companies, New PubCo or Merger Sub and other than advances for business expenses and loans or advances to customers and suppliers in the ordinary course of business; (iiiii) create, incur, assume, guarantee or otherwise become liable for, any Indebtedness incurred after the date hereof in excess of $10,000,000 (or its equivalent in another currency) in the aggregate other than (w) in connection with additional borrowings, extensions of credit and other financial accommodations from the existing lenders or under existing credit facilities, notes and other Indebtedness existing as of the date of this Agreement, (x) guarantees of any Indebtedness of any Company Subsidiaries or guarantees by the Company Subsidiaries of the Indebtedness of the Company, HoldCo, New PubCo or Merger Sub, (y) Indebtedness that qualifies as Transaction Expenses of the Company or (z) Indebtedness incurred in connection with any transaction permitted under Section 6.1(e); (iiiiv) except in the ordinary course Ordinary Course of businessBusiness, create any Liens on any material property or material assets of any of the Group Companies, New PubCo or Merger Sub Companies in connection with any Indebtedness thereof (other than Permitted Liens); (v) fail to comply with the terms of the Existing Credit Agreement or take any action, or omit to take any action, that would constitute or result in a default or event of default under the Existing Credit Agreement; or (ivvi) cancel or forgive any Indebtedness owed to any of the Group Companies, New PubCo including any debts or Merger Sub other than ordinary course compromises claims related to Franchisees; (j) (i) fail to manage the working capital of amounts owed the Group Companies in the Ordinary Course of Business; (ii) accelerate or delay in any respect material to the Company and its Subsidiaries (A) the collection of any accounts receivable or (B) payment of any accounts payable or accrued expenses, in the case of each of clauses (A) and (B), in advance or beyond the Closing Date (as calculated in accordance with the past practice of the Group Companies) except as consistent with the Ordinary Course of Business; (iii) fail to pay any material Taxes that are required to be paid by the Group Companies after the date hereof and prior to the Closing Date (as calculated in accordance with the past practice of the Group Companies (including reporting positions, New PubCo elections and accounting methods) in preparing Tax Returns and calculating Taxes due or Merger Sub by their respective customerspayable) except where such failure is consistent with the Ordinary Course of Business; and (iv) fail to maintain and manage inventory levels in the Ordinary Course of Business; (ik) release, assign, compromise, settle or agree to settle any Legal Proceeding involving payments by any material to the Group Company, New PubCo Companies or Merger Sub of $100,000 (their respective properties or its equivalent in another currency) or more, or that imposes any material non-monetary obligations on a Group Company, New PubCo or Merger Sub (excluding, for the avoidance of doubt, confidentiality, non-disparagement or other similar obligations incidental thereto)assets; (ji) except in the ordinary course Ordinary Course of business or as would not reasonably be expected to be material to the Group Companies, New PubCo or Merger Sub, individually or in the aggregateBusiness: (i)(AA) modify, amend in a manner that is adverse to the applicable Group Company, New PubCo or Merger Sub Company or terminate any Company Material Contract; (B) enter into any Contract that would have been a Company Material Contract, Contract had it been entered into prior to the date of this AgreementAgreement (excluding Franchise Agreements); or (C) waive, delay the exercise of, release or assign any material rights or claims under any Company Material Contract (other than assignments by the applicable Group Company, New PubCo or Merger Sub to any other Group Company, New PubCo or Merger Sub)Contract; or (D) incur or enter into a Contract requiring the Company to pay in excess of $250,000 in any 12-month period; (ii) accelerate any payments receivable or delay any payments owed under any Franchise Agreement, or otherwise modify or amend any Franchise Agreement, in each case, outside of the Ordinary Course of Business in a manner which would have the effect of increasing Company Cash; (iii) modify or amend any material term under the Existing Credit Agreements or terminate Agreement (other than obtaining the Existing Credit Agreements Agreement Consent) or terminate or allow the termination of the Existing Credit Agreement or any commitments thereunder; or (iv) amend, replace, modify or supplement of, or agree to any consent or waiver under, the Existing Credit Agreement Consent or other documentation related thereto; (km) except as required by IFRS U.S. GAAP (or any interpretation thereof) or applicable Applicable Legal Requirements (including to obtain compliance with PCAOB auditing standards)Requirements, make any material change in accounting methods, principles or practices; (l) (i) make, change or revoke any material Tax election (in each case other than actions in respect of such Tax elections that would be consistent with the past practice of the Company); election, (ii) settle or compromise any material Tax liability, claim; (iii) change (or request to change) any method of accounting for Tax purposes; (iv) file any material amended Tax Return; (v) waive or extend any statute of limitations in respect of a period within which an assessment or reassessment of material Taxes may be issued (other than any extension pursuant to an extension to file any Tax Return); (vi) knowingly surrender any claim for a refund of Taxes; or (vii) enter into any “closing agreement agreement” as described in respect of material Taxes or enter into any Tax sharing or similar agreement, (iii) file any amended material Tax Return other than any such amendments that would be consistent with the past practice Section 7121 of the Company, Code (ivor any similar Legal Requirement) consent to with any extension or waiver of the statute of limitations regarding any material amount of Taxes or in respect to any material Tax attribute that would give rise to any claim or assessment of Taxes, in each case other than any such extensions or waivers that would be consistent with the past practice of the Company, (v) settle or consent to any claim or assessment relating to any material amount of Taxes or (vi) surrender or allow to expire any right to claim a refund of material TaxesGovernmental Entity; (m) take, or fail to take, any action if such action, or failure to take such action, would reasonably be expected to prevent, impair or impede the Intended Tax Treatment; (no) authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, restructuring, recapitalization, dissolution or winding-up of the Company, HoldCo, New PubCo or Merger Subup; (op) subject to Section 6.1(a)clause (a) above, enter into or amend any agreement with, or pay, distribute or advance any assets or property to, any of its officers, directors, shareholdersemployees, partners, stockholders or other Affiliates (including any direct or indirect controlling equityholder of the Company, but other than the Group Companies, New PubCo or Merger Sub)Affiliates, other than (i) payments or distributions relating to obligations in respect of arm’s-arm’s length commercial transactions, (iitransactions pursuant to the agreements set forth on Schedule 6.1(q) reimbursement for reasonable expenses incurred in connection with any of the Group Companies, New PubCo or Merger Sub, (iii) Employee Benefit Plans and (iv) employment arrangements entered into in Company Disclosure Letter as existing on the ordinary coursedate of this Agreement; (pq) engage in any material new line of business; (r) take any action or fail to take any action that would reasonably be expected to prevent the First Merger and the Second Merger, taken together, from constituting an integrated transaction described in Rev. Rul. 2001-46, 2001-2 C.B. 321 that qualifies as a “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations; (s) (i) limit the rights of any Group Company: (A) to engage in any line of business or in any geographic area; (it being understood that this Section 6.1(pB) shall not restrict to develop, market or sell products or services; or (C) to compete with any Person; or (ii) grant any exclusive or similar rights to any Person (except, in the Group Companies from extending its business case of each of the foregoing clauses (i) and (ii), as may be specified in Franchise Agreements entered into new geographiesin the Ordinary Course of Business); (qt) terminate or amend, in a manner materially detrimental to any Group Company, any material insurance policy insuring the business of any Group Company; (u) amend in a manner materially detrimental to any Group Company, terminate, permit to lapse or enter into fail to use reasonable best efforts to maintain any Contract set forth in Section 4.18(a) of the Company Disclosure Letter (or that would have been required to be set forth therein if such Contract existed on the date hereof) or any Contract of a type described in Section 4.20Approval; or (rv) agree in writing or otherwise agree, commit or resolve to take any of the actions described in Section Sections 6.1(a) through Section 6.1(r((v)) above.

Conduct Prior to the Closing Date. 6.1. 6.1 Conduct of Business by the Company, Company and the Company Subsidiaries, HoldCo, New PubCo and Merger Sub. Subsidiaries During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Second Effective Time (the “Interim Period”)Time, the Company, HoldCo, New PubCo and Merger Sub Company shall, and the Company shall cause each of the Company Subsidiaries to, other than as a result of or in connection with COVID-19, carry on its business in the ordinary course Ordinary Course of Business and in accordance with applicable Applicable Legal Requirements, except: (xa) to the extent that SPAC Parent shall otherwise consent in advance and in writing (such consent not to be unreasonably withheld, conditioned delayed or delayedconditioned); or (yb) as expressly contemplated by this Agreement or any of the other Transaction Agreements; or (z) as expressly set forth in Section Schedule 6.1 of the Company Disclosure Letter. Without limiting the generality of the foregoing, except (i) as required or expressly contemplated permitted by the terms of this Agreement or any of the other Transaction AgreementsCompany Disclosure Letter, (ii) or as required by applicable Applicable Legal Requirements, (iii) as a result of or in connection with a COVID-19 Measure or, (iv) as expressly set forth in Section 6.1 of the Company Disclosure Letter, without the prior written consent of SPAC (such consent not to be unreasonably withheld, conditioned or delayed)Parent, during the Interim Periodperiod from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Effective Time, the Company, HoldCo, New PubCo and Merger Sub Company shall not, and the Company shall cause the Company Subsidiaries not to, do any of the following: (a) except in the ordinary course of business or as otherwise required by any existing Employee Benefit Plan or applicable Applicable Legal Requirements: (i) materially increase or grant any material increase in the compensation, bonus, fringe or other benefits of, or pay, grant or promise any material bonus to, any current or former employee, director or independent contractor, contractor except for (A) individual any increases of not more than 5% in the rate of base salary or wage rate that does not exceed ten percent (10%) of any such Person’s current employee who has base salary or wage pursuant to: (A) annual base compensation of more than $125,000 (or its equivalent in another currency) adjustments in the ordinary course Ordinary Course of business and Business; or (B) the payment in connection with any promotion or material increase in responsibility of annual bonuses and other short-term incentive compensation any officer or employee in the ordinary course Ordinary Course of business (including with respect to the determination of the achievement of any applicable performance objectives, whether qualitative or quantitative)Business; (ii) grant or pay any severance, retention, transaction severance or change in control pay or benefits to, or otherwise increase the severance, retention, transaction severance or change in control pay or benefits of, any current or former employee, director or independent contractor, other than the payment of severance in the ordinary course of business in exchange for a release of claims; (iii) enter into, materially amend (other than immaterial amendments) or terminate any material Employee Benefit Plan or any employee benefit plan, policy, program, agreement, trust or arrangement that would have constituted an a material Employee Benefit Plan if it had been in effect on the date of this Agreement; (iv) take any action to accelerate the vesting or payment of, or otherwise fund or secure the payment of, any compensation or benefits under any Employee Benefit Plan or otherwisePlan; (v) grant any equity or equity-based compensation awards or awards; (vi) grant any award, right, payment or other amount, contingent or otherwise, under the Bonus Plans; (vii) hire any individual as an employee or terminate any employee whose independent contractor, unless such hiring is in the Ordinary Course of Business, in each case, with individual annual base compensation is not to exceed $100,000 300,000 or the equivalent thereof, or terminate the employment of any employee (or its equivalent in another currency) or more, other than terminations for cause) with an individual annual base salary in excess of $300,000 or the equivalent thereof; (viii) enter into, extend, renew or amend any labor agreement, collective bargaining agreement, or any other labor-related agreements with any labor or trade union, employee representative body or association, labor organization, or works council; (ix) recognize or certify any labor or trade union, employee representative body or association, labor organization, or works council or group of employees as the bargaining representative for any employees; or (x) waive the restrictive covenant obligation of any employee with individual annual base compensation in excess of $300,000; (b) (i) transfer, sell, assign, license, sublicense, encumber, impair, abandon abandon, fail to diligently maintain, transfer or otherwise dispose of any right, title or interest of the Company in or to any material Owned Intellectual Property that is or material to any of the Group Companies, New PubCo or Merger Sub (or any of their respective businesses)Licensed Intellectual Property; or (ii) voluntarily extend, amend, waive, cancel or modify any material rights in or to any Owned Intellectual Property or Licensed Intellectual Property, in each case, that is material to any business of the Group Companies; (iii) fail to diligently prosecute the patent or trademark applications owned by the Company other than applications the Company, New PubCo in the exercise of its good faith business judgment, has determined to abandon; or Merger Sub (iv) divulge, furnish to or make accessible, or subject to any obligation to divulge, furnish or make accessible, any Trade Secrets (including the source code for Group Company Software) within Owned Intellectual Property to any third party who is not subject to a written agreement to maintain the confidentiality of their respective businesses)such Trade Secrets, other than, in each of clauses (i) through (iiiii), non-exclusive licenses granted in the ordinary course Ordinary Course of business Business; provided that in no event shall the Company license on an exclusive basis or expirations of sell, assign or otherwise transfer any material Owned Intellectual Property in accordance with the applicable statutory term (if such term is non-renewable)Property; (c) modify in any material respect any of the Group Companies’ privacy policies, or any administrative, technical or physical safeguards related to privacy or cybersecurity, except (A) to remediate any security issue, (B) to enhance data security or integrity, (C) to comply with Applicable Legal Requirements, or (D) as otherwise directed or required by a Governmental Entity; (d) except for transactions solely among the Company, Company and the Company Subsidiaries, HoldCo, New PubCo and Merger Sub: (i) declare, set aside or pay any dividends on or make any other distributions (whether in cash, sharesstock, equity securities or property) in respect of any share capital or otherwise, stock or split, combine or reclassify any share capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any share capitalcapital stock; (ii) repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any membership interests, shares, capital stock or any other equity interests, as applicable, in any Group Company, New PubCo or Merger Sub; or (iii) grant, issue sell or otherwise dispose, or authorize to issue, issue sell, or otherwise dispose any membership interests, shares, capital stock or any other equity or equity-based interests (such as share or stock options, share or stock units, restricted shares or stock or other Contracts for the purchase or acquisition of or based on such shares or capital stock), as applicable, in any Group Company; (iv) declare, New PubCo set aside or Merger Sub pay any dividend or make any other distribution; or (v) issue, deliver, sell, authorize, pledge or otherwise encumber, or agree to any of the foregoing with respect to, any shares of capital stock or other than as expressly required by the Subscription Agreements)equity securities or ownership interests or any securities convertible into or exchangeable for shares of capital stock or other equity securities or ownership interests, or subscriptions, rights, warrants or options to acquire any shares of capital stock or other equity securities or ownership interests or any securities convertible into or exchangeable for shares of capital stock or other equity securities or other ownership interests, or enter into other agreements or commitments of any character obligating it to issue any such shares, equity securities or other ownership interests or convertible or exchangeable securities; (de) amend its Governing Documents, or form or establish any Subsidiary; (ef) except as set forth in Section 6.1(e) of the Company Disclosure Letter: (i) merge, consolidate or combine with a third party, other than with SPACany Person; or (ii) acquire or agree to acquire by merging or consolidating with, purchasing a majority of the any equity interest in or all or substantially all a substantial portion of the assets of, or by any other manner, any third-party business or any corporation, partnership, association or other business organization or division thereof; (fg) voluntarily dispose ofterminate, amend or fail to renew modify in any material respect any Company Real Property Lease (other than in the ordinary course any termination, amendment or modification of business and as would not reasonably be expected to be material to the Group Companies, New PubCo or Merger Sub, individually or in the aggregatea Company Real Property Lease that will take place automatically by its terms); (gh) other than with respect to the Company Real Property Leases and Intellectual PropertyLeases, voluntarily sell, lease, license, sublicense, abandon, divest, transfer, assign, cancel, abandon or permit to lapse or expire, dedicate to the public, or otherwise dispose of, or agree to do any of the foregoing with respect toforegoing, or otherwise dispose of material assets or properties, other than in the ordinary course of business or pursuant to Contracts agreements existing on the date hereofhereof and set forth on Schedule 6.1(h) of the Company Disclosure Letter; (hi) (i) make, issue or sell any debt securities or rights to acquire any debt securities of any of the Group Companies or guarantee any debt securities of another Person; (ii) make or create any loans, advances or capital contributions to, or investments in, any Person other than any of the Group Companies, New PubCo or Merger Sub and other than advances for business expenses and loans or advances to customers and suppliers in the ordinary course of business; (iiiii) create, incur, assume, guarantee or otherwise become liable for, any Indebtedness incurred after the date hereof in excess of $10,000,000 (or its equivalent in another currency) in the aggregate other than (w) in connection with additional borrowings, extensions of credit and other financial accommodations from the existing lenders or under existing credit facilities, notes and other Indebtedness existing as of the date of this Agreement, (x) guarantees of any Indebtedness of any Company Subsidiaries or guarantees by the Company Subsidiaries of the Indebtedness of the Company, HoldCo, New PubCo or Merger Sub, (y) Indebtedness that qualifies as Transaction Expenses of the Company or (z) Indebtedness incurred in connection with any transaction permitted under Section 6.1(e); (iiiiv) except in the ordinary course Ordinary Course of businessBusiness, create any Liens on any material property or material assets of any of the Group Companies, New PubCo or Merger Sub Companies in connection with any Indebtedness thereof (other than Permitted Liens); (v) fail to comply with the terms of the Existing Credit Agreement or take any action, or omit to take any action, that would constitute or result in a default or event of default under the Existing Credit Agreement; or (ivvi) cancel or forgive any Indebtedness owed to any of the Group Companies; (j) (i) fail to manage the working capital of the Group Companies in the Ordinary Course of Business; (ii) accelerate or delay in any respect material to the Company and its Subsidiaries (A) the collection of any accounts receivable or (B) payment of any accounts payable or accrued expenses, New PubCo in the case of each of clauses (A) and (B), in advance or Merger Sub other than ordinary course compromises beyond the Closing Date (as calculated in accordance with the past practice of amounts owed to the Group Companies) except as consistent with the Ordinary Course of Business; (iii) fail to pay any material Taxes that are required to be paid by the Group Companies after the date hereof and prior to the Closing Date (as calculated in accordance with the past practice of the Group Companies (including reporting positions, New PubCo elections and accounting methods) in preparing Tax Returns and calculating Taxes due or Merger Sub by their respective customerspayable) except where such failure is consistent with the Ordinary Course of Business; and (iv) fail to maintain and manage inventory levels in the Ordinary Course of Business; (ik) release, assign, compromise, settle or agree to settle any Legal Proceeding involving payments by any material to the Group Company, New PubCo Companies or Merger Sub of $100,000 (their respective properties or its equivalent in another currency) or more, or that imposes any material non-monetary obligations on a Group Company, New PubCo or Merger Sub (excluding, for the avoidance of doubt, confidentiality, non-disparagement or other similar obligations incidental thereto)assets; (ji) except in the ordinary course Ordinary Course of business or as would not reasonably be expected to be material to the Group Companies, New PubCo or Merger Sub, individually or in the aggregateBusiness: (i)(AA) modify, amend in a manner that is adverse to the applicable Group Company, New PubCo or Merger Sub Company or terminate any Company Material Contract; (B) enter into any Contract that would have been a Company Material Contract, Contract had it been entered into prior to the date of this Agreement; or (C) waive, delay the exercise of, release or assign any material rights or claims under any Company Material Contract; or (D) incur or enter into a Contract (other than assignments by requiring the applicable Group Company, New PubCo Company to pay an increase over prior or Merger Sub to existing commitments in excess of $500,000 in any other Group Company, New PubCo or Merger Sub); 12-month period or (ii) modify or amend any material term under the Existing Credit Agreements Agreement or terminate or allow the termination of the Existing Credit Agreements Agreement or any commitments thereunder; (km) except as required by IFRS U.S. GAAP (or any interpretation thereof) or applicable Applicable Legal Requirements (including to obtain compliance with PCAOB auditing standards)Requirements, make any material change in accounting methods, principles or practices; (l) (i) make, change or revoke any material Tax election (in each case other than actions in respect of such Tax elections that would be consistent with the past practice of the Company); election, (ii) settle or compromise any material Tax liability, claim; (iii) change (or request to change) any method of accounting for Tax purposes; (iv) file any material amended Tax Return; (v) waive or extend any statute of limitations in respect of a period within which an assessment or reassessment of material Taxes may be issued (other than any extension pursuant to an extension to file any Tax Return); (vi) knowingly surrender any claim for a refund of Taxes; or (vii) enter into any “closing agreement agreement” as described in respect of material Taxes or enter into any Tax sharing or similar agreement, (iii) file any amended material Tax Return other than any such amendments that would be consistent with the past practice Section 7121 of the Company, Code (ivor any similar Legal Requirement) consent to with any extension or waiver of the statute of limitations regarding any material amount of Taxes or in respect to any material Tax attribute that would give rise to any claim or assessment of Taxes, in each case other than any such extensions or waivers that would be consistent with the past practice of the Company, (v) settle or consent to any claim or assessment relating to any material amount of Taxes or (vi) surrender or allow to expire any right to claim a refund of material TaxesGovernmental Entity; (m) take, or fail to take, any action if such action, or failure to take such action, would reasonably be expected to prevent, impair or impede the Intended Tax Treatment; (no) authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, restructuring, recapitalization, dissolution or winding-up of the Company, HoldCo, New PubCo or Merger Subup; (op) subject to Section 6.1(a)clause (a) above, enter into or amend any agreement with, or pay, distribute or advance any assets or property to, any of its officers, directors, shareholdersemployees, partners, stockholders or other Affiliates (including any direct or indirect controlling equityholder of the Company, but other than the Group Companies, New PubCo or Merger Sub)Affiliates, other than (i) payments or distributions relating to obligations in respect of arm’s-arm’s length commercial transactions, (iitransactions pursuant to the agreements set forth on Schedule 6.1(p) reimbursement for reasonable expenses incurred in connection with any of the Group Companies, New PubCo or Merger Sub, (iii) Employee Benefit Plans and (iv) employment arrangements entered into in Company Disclosure Letter as existing on the ordinary coursedate of this Agreement; (pq) engage in any material new line of business (it being understood that this Section 6.1(p) shall not restrict the Group Companies from extending its business into new geographies)business; (qr) amend take any action or enter into fail to take any Contract set forth action that would reasonably be expected to prevent the First Merger and the Second Merger, taken together, from constituting an integrated transaction described in Rev. Rul. 2001-46, 2001-2 C.B. 321 that qualifies as a “reorganization” within the meaning of Section 4.18(a368(a) of the Company Disclosure Letter Code and the Treasury Regulations; (s) (i) limit the rights of any Group Company: (A) to engage in any line of business or that would have been required in any geographic area; (B) to be set forth therein if such Contract existed on develop, market or sell products or services; or (C) to compete with any Person; or (ii) grant any exclusive rights to any Person; (t) terminate or amend, in a manner materially detrimental to any Group Company, any material insurance policy insuring the date hereofbusiness of any Group Company; (u) amend in a manner materially detrimental to any Group Company, terminate, permit to lapse or fail to use reasonable best efforts to maintain any Contract of a type described in Section 4.20Approval; or (rv) agree in writing or otherwise agree, commit or resolve to take any of the actions described in Section Sections 6.1(a) through Section 6.1(r)(u) above.

Conduct Prior to the Closing Date. 6.1. Conduct of Business by the Company, Company and the Company Subsidiaries, HoldCo, New PubCo and Merger Sub. . (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Second Effective Time (the “Interim Period”)Closing, the Company, HoldCo, New PubCo and Merger Sub Company shall, and the Company shall cause each of the Company Subsidiaries to, other than as a result of or in connection with COVID-19, carry on its business in the ordinary course and in accordance with applicable Legal Requirementsof business, except: (xi) to the extent that SPAC shall otherwise consent in advance and in writing (such consent not to be unreasonably withheld, conditioned or delayed); (ii) as required by applicable Legal Requirements (including any COVID-19 Measure) or any Governmental Entity or as reasonably necessary in light of COVID-19; (yiii) as expressly required, permitted or contemplated by this Agreement or any of the other Transaction AgreementsAgreements (including in connection with the PIPE Investment or the Capital Restructuring); (iv) for taking the actions to effect the internal restructuring of the Group Companies in substantially the same manner as described in Section 6.1(a)(iv) of the Company Disclosure Letter; or (zv) as expressly set forth in Section 6.1 6.1(a)(v) of the Company Disclosure Letter. Without limiting the generality of Notwithstanding the foregoing, except (i) as expressly contemplated no action or failure to take action with respect to matters specifically addressed by this Agreement or any of the other Transaction Agreements, provisions of Section 6.1(b) shall constitute a breach under this Section 6.1(a) unless such action or failure to take action would constitute a breach of such provision of Section 6.1(b) and this Section 6.1(a). (iib) or as required by applicable Legal Requirements, (iii) as a result During the period from the date of or in connection with a COVID-19 Measure or, (iv) as expressly set forth in Section 6.1 this Agreement and continuing until the earlier of the Company Disclosure Lettertermination of this Agreement pursuant to its terms and the Closing, without except (w) to the prior written extent that SPAC shall otherwise consent of SPAC in writing (such consent not to be unreasonably withheld, conditioned or delayed); (x) as required by applicable Legal Requirements (including any COVID-19 Measure) or any Governmental Entity or as reasonably necessary in light of COVID-19; (y) as expressly required, during permitted or contemplated by this Agreement or any of the Interim Periodother Transaction Agreements (including in connection with the PIPE Investment or the Capital Restructuring); or (z) as set forth in Section 6.1(b) of the Company Disclosure Letter, the Company, HoldCo, New PubCo and Merger Sub Company shall not, and the Company shall cause the Company Subsidiaries not to, do any of the following: (a) except in the ordinary course of business or as otherwise required by any existing Employee Benefit Plan or applicable Legal Requirements: (i) increase or grant any increase in the compensation, bonus, fringe or other benefits of, or pay, grant or promise any bonus to, any current or former employee, director or independent contractor, except for (A) individual increases of not more than 5% in the base salary or wage rate of any current employee who has annual base compensation of more than $125,000 (or its equivalent in another currency) in the ordinary course of business and (B) the payment of annual bonuses and other short-term incentive compensation in the ordinary course of business (including with respect to the determination of the achievement of any applicable performance objectives, whether qualitative or quantitative); (ii) grant or pay any severance, retention, transaction or change in control pay or benefits to, or otherwise increase the severance, retention, transaction or change in control pay or benefits of, any current or former employee, director or independent contractor, other than the payment of severance in the ordinary course of business in exchange for a release of claims; (iii) enter into, materially amend or terminate any Employee Benefit Plan or any employee benefit plan, policy, program, agreement, trust or arrangement that would have constituted an Employee Benefit Plan if it had been in effect on the date of this Agreement; (iv) take any action to accelerate the vesting or payment of, or otherwise fund or secure the payment of, any compensation or benefits under any Employee Benefit Plan or otherwise; (v) grant any equity or equity-based compensation awards or (vi) hire or terminate any employee whose annual base compensation is $100,000 (or its equivalent in another currency) or more, other than terminations for cause; (b) (i) transfer, sell, assign, license, sublicense, encumber, impair, abandon or otherwise dispose of any right, title or interest in or to any Owned Intellectual Property that is material to any of the Group Companies, New PubCo or Merger Sub (or any of their respective businesses); or (ii) voluntarily extend, amend, waive, cancel or modify any material rights in or to any Owned Intellectual Property that is material to any of the Group Companies, New PubCo or Merger Sub (or any of their respective businesses), other than, in each of clauses (i) through (ii), non-exclusive licenses granted in the ordinary course of business or expirations of Intellectual Property in accordance with the applicable statutory term (if such term is non-renewable); (c) except for transactions solely among the Company, Company and any of the Company Subsidiaries, HoldCo, New PubCo and Merger Sub: (i1) declare, set aside or pay any dividends on or make any other distributions (whether in cash, shares, other equity securities or property) in respect of any share capital or otherwiseother equity security of any Group Company (other than distributions made by any direct or indirect wholly-owned Subsidiaries of the Company to the Company or any of its other direct or indirect wholly-owned Subsidiaries) or (2) grant, issue or sell, or splitauthorize the grant, combine issuance or reclassify sale of, any share capital or issue or authorize the issuance equity security of any other securities in respect of, in lieu of or in substitution for any share capital; (ii) repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any membership interests, shares, capital stock or any other equity interests, as applicable, in any Group Company, New PubCo or Merger Sub; or (iii) grant, issue sell or otherwise dispose, or authorize to issue, sell, or otherwise dispose any membership interests, shares, capital stock or any other equity interests (such as share or stock options, share or stock units, restricted shares or stock or other Contracts for the purchase or acquisition of such shares or capital stock), as applicable, in any Group Company, New PubCo or Merger Sub (other than as expressly required by grants to directors, officers, independent contractors and employees (including new hires) made subject to the Subscription Agreements)terms of the Company Share Plans; (dii) amend its Governing Documents; (e) except as set forth grant any cash bonus, cash change in Section 6.1(e) control award, cash transaction bonus, or analogous cash payment to any of the Company Disclosure Letter: (i) merge, consolidate Founders or combine with a third party, other than with SPAC; or (ii) acquire or agree to acquire by merging or consolidating with, purchasing a majority their Affiliates in excess of the equity interest in or all or substantially all of the assets of, or by any other manner, any third-party business or corporation, partnership, association or other business organization or division thereof; (f) voluntarily dispose of, amend or fail to renew any Company Real Property Lease other than in the ordinary course of business and as would not reasonably be expected to be material to the Group Companies, New PubCo or Merger Sub, individually or $20,000,000 in the aggregate; (giii) amend its Governing Documents in any material respect other than with respect to provide for grants of equity or equity-based compensation awards to directors, officers, independent contractors and employees made subject to the Company Real Property Leases and Intellectual Property, voluntarily sell, lease, license, sublicense, abandon, divest, transfer, cancel, abandon or permit to lapse or expire, dedicate to the public, or otherwise dispose of, or agree to do any terms of the foregoing with respect to, material assets or properties, other than in the ordinary course of business or pursuant to Contracts existing on the date hereofCompany Share Plans; (h) (i) make, create any loans, advances or capital contributions to, or investments in, any Person other than any of the Group Companies, New PubCo or Merger Sub and other than advances for business expenses and loans or advances to customers and suppliers in the ordinary course of business; (iiiv) create, incur, assume, guarantee or otherwise become liable for, any Indebtedness indebtedness for borrowed money incurred after the date hereof in excess of $10,000,000 (or its equivalent in another currency) in the aggregate 500,000,000 other than (w1) indebtedness not to exceed $1,500,000,000 in connection with additional borrowingsthe aggregate, extensions of credit and other financial accommodations from for nonrecourse, warehouse-type debt incurred by the existing lenders Company or under existing credit facilities, notes and other Indebtedness existing as any Subsidiaries of the date Company in the ordinary course of this Agreementbusiness (any such indebtedness, “Warehouse Debt”), (x2) guarantees of any Indebtedness Warehouse Debt of any Subsidiaries of the Company Subsidiaries or guarantees by the Company any Subsidiaries of the Indebtedness Company of Warehouse Debt of the Company, HoldCo(3) any transaction between the Company or any of its direct or indirect wholly-owned Subsidiaries, New PubCo on the one hand, and any other direct or Merger Subindirect wholly-owned Subsidiary of the Company, on the other hand, (y4) Indebtedness that qualifies as Transaction Expenses indebtedness of the Company or any of its Subsidiaries with liquidity providers, payment processors, funds, pooled investment vehicles or accounts managed, advised or sponsored by the Company or any of its Subsidiaries that may be necessary for the ordinary course operation of the business of any Group Company and (z5) Indebtedness incurred in connection with any transaction permitted under Section 6.1(e); (iii) except indebtedness, any guarantees of indebtedness or risk retention interest held by any funds, pooled investment vehicles or accounts managed, advised or sponsored by the Company or any of its Subsidiaries in the ordinary course of business; (v) split, create combine, subdivide, reclassify, redeem, purchase or otherwise acquire any Liens on shares of capital stock (or other equity interests) of the Company or any material property of its Subsidiaries or material assets any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable for any shares of capital stock (or other equity interests) of the Company or any of its Subsidiaries, except for (1) acquisitions of any share capital of the Group Companies, New PubCo or Merger Sub Company in connection with the “net-settlement” exercise of Company Options, (2) the acquisition by the Company or any Indebtedness thereof of its Subsidiaries of any shares of restricted stock (other than Permitted Lienspursuant to subsection (1); or (iv) cancel or forgive any Indebtedness owed to any of the Group CompaniesCompany or its Subsidiaries in connection with the forfeiture or cancellation thereof, New PubCo and (3) transactions between the Company and any wholly owned Subsidiary of the Company or Merger Sub other than ordinary course compromises between wholly owned Subsidiaries of amounts owed to the Group Companies, New PubCo or Merger Sub by their respective customersCompany; (i) compromise, settle or agree to settle any Legal Proceeding involving payments by any Group Company, New PubCo or Merger Sub of $100,000 (or its equivalent in another currency) or more, or that imposes any material non-monetary obligations on a Group Company, New PubCo or Merger Sub (excluding, for the avoidance of doubt, confidentiality, non-disparagement or other similar obligations incidental thereto); (j) except in the ordinary course of business or as would not reasonably be expected to be material to the Group Companies, New PubCo or Merger Sub, individually or in the aggregate: (i)(A) modify, amend in a manner that is adverse to the applicable Group Company, New PubCo or Merger Sub or terminate any Company Material Contract; (B) enter into any Contract that would have been a Company Material Contract, had it been entered into prior to the date of this Agreement; or (C) waive, delay the exercise of, release or assign any material rights or claims under any Company Material Contract (other than assignments by the applicable Group Company, New PubCo or Merger Sub to any other Group Company, New PubCo or Merger Sub); or (ii) modify or amend any material term under the Existing Credit Agreements or terminate the Existing Credit Agreements or any commitments thereunder; (k) except as required by IFRS (or any interpretation thereof) or applicable Legal Requirements (including to obtain compliance with PCAOB auditing standards), make any material change in accounting methods, principles or practices; (l) (i) make, change or revoke any material Tax election (in each case other than actions in respect of such Tax elections that would be consistent with the past practice of the Company); (ii) settle or compromise any material Tax liability, enter into any closing agreement in respect of material Taxes or enter into any Tax sharing or similar agreement, (iii) file any amended material Tax Return other than any such amendments that would be consistent with the past practice of the Company, (iv) consent to any extension or waiver of the statute of limitations regarding any material amount of Taxes or in respect to any material Tax attribute that would give rise to any claim or assessment of Taxes, in each case other than any such extensions or waivers that would be consistent with the past practice of the Company, (v) settle or consent to any claim or assessment relating to any material amount of Taxes or (vi) surrender or allow to expire any right to claim a refund of material Taxes; (m) takeeffect, or fail to take, any action if such action, or failure to take such action, would reasonably be expected to prevent, impair or impede the Intended Tax Treatment; (n) authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, restructuring, recapitalization, dissolution or winding-up of the Company, HoldCo, New PubCo or Merger Sub; (ovii) subject to Section 6.1(a), (1) enter into or amend modify in any agreement with, material respect any Contract between the Company or pay, distribute or advance any assets or property to, any of its officersSubsidiaries, directorson the one hand, shareholdersand a Related Party, stockholders on the other hand, other than such a Contract on arms-length terms (each, an “Affiliate Agreement”) or (2) make any payment, distribution, loan or other Affiliates (including transfer of value to any direct or indirect controlling equityholder of the Company, but other than the Group Companies, New PubCo or Merger Sub)Related Party, other than (iA) payments or distributions relating to obligations in respect of arm’s-length commercial transactions, (ii) reimbursement for reasonable expenses incurred in connection with any of the Group Companies, New PubCo or Merger Sub, (iii) Employee Benefit Plans and (iv) employment arrangements entered into employees in the ordinary course; (p) engage in any material new line course of business and (it being understood that this Section 6.1(pB) shall not restrict the Group Companies from extending its business into new geographies); (q) amend or enter into any Contract payments pursuant to Affiliate Agreements set forth in on Section 4.18(a6.1(b)(vii) of the Company Disclosure Letter Letter; (viii) change (or that would have been required request to be set forth therein if such Contract existed on change) any material method of accounting for Tax purposes other than in the date hereof) or any Contract ordinary course of a type described in Section 4.20business; or (rix) agree in writing or otherwise agree, commit or resolve to take any of the actions described in Section 6.1(a6.1(b)(i) through Section 6.1(r6.1(b)(viii). (c) Other than SPAC’s right to consent or withhold consent with respect to the foregoing matters (which consent shall not be unreasonably withheld, conditioned or delayed), nothing contained in this Agreement shall give to SPAC or any of its Affiliates, directly or indirectly, any right to control the Company or any of its Subsidiaries or direct the operation of any of their respective businesses during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Closing.

Conduct Prior to the Closing Date. 6.1. Section 6.1 Conduct of Business by the Company, the Company Subsidiaries, HoldCo, New PubCo and Merger Sub. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and or the Second Effective Time (the “Interim Period”)Closing, the Company, HoldCo, New PubCo and Merger Sub Company shall, and the Company shall cause each of the Company its Subsidiaries to, other than as a result of or in connection with COVID-19, (A) carry on its business in the ordinary course consistent with past practice in all material respects (including, for the avoidance of doubt, recent past practice in light of COVID-19, and in accordance (B) use commercially reasonable efforts to maintain its goodwill and relationships with applicable Legal Requirementscustomers, suppliers, employees and other material business relations of the Company and its Subsidiaries taken as a whole, except: (xa) to the extent that SPAC Parent shall otherwise consent in advance and in writing (such consent not to be unreasonably withheld, conditioned or delayed); or (yb) as expressly contemplated by this Agreement or any of the other Transaction Agreements; or (z) as expressly set forth in Section 6.1 of the Company Disclosure Letter; or (c) as required by applicable Law. Notwithstanding anything to the contrary contained herein, nothing herein shall prevent the Company from taking or failing to take any commercially reasonable action, including the establishment of any commercially reasonable policy, procedure or protocol, in response to COVID-19 or any COVID-19 Measures so long as, in each instance, prior to taking any such action that would otherwise violate this Section 6.1, the Company, to the extent reasonably practicable under the circumstances, provides Parent with advance notice of such anticipated action and consults with Parent in good faith with respect to such action and (x) no such actions or failure to take such actions shall be deemed to violate or breach this Section 6.1 in any way, and (y) all such actions or failure to take such actions shall be deemed to constitute an action taken in the ordinary course of business. Without limiting the generality of the foregoing, except (i) as required or expressly contemplated permitted by the terms of this Agreement or any of the other Transaction Agreements, (ii) or as required by applicable Legal Requirements, (iii) as a result of or in connection with a COVID-19 Measure or, (iv) as expressly set forth in on Section 6.1 of the Company Disclosure Letter, or as required by applicable Law, without the prior written consent of SPAC Parent (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim Periodperiod from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, the Company, HoldCo, New PubCo and Merger Sub shall not, and the Company shall cause the Company not do, or allow any of its Subsidiaries not toto do, do any of the following: (a) except in the ordinary course of business consistent with past practice, or as otherwise required by any existing Employee Benefit Plan Plan, this Agreement or applicable Legal RequirementsLaw: (i) increase or grant any material increase in the compensation, bonus, fringe or other benefits of, or pay, grant or promise any bonus to, any current or former employee, director officer, director, independent contractor or independent contractor, except for (A) other individual increases service provider of not more than 5% in the Company Group whose annual base salary (or wage rate of any current employee who has annual base compensation of more than wages or annual fees) exceeds or would exceed $125,000 (or its equivalent in another currency) in the ordinary course of business and (B) the payment of annual bonuses and other short-term incentive compensation in the ordinary course of business (including with respect to the determination of the achievement of 250,000 after any applicable performance objectives, whether qualitative or quantitative)increase; (ii) grant grant, pay or pay increase any material severance, change in control, deferred compensation, retention, transaction or change in control pay or benefits to, or otherwise increase the severance, retention, transaction or change in control pay or benefits of, any current or former employee, director or independent contractor, other than the payment of severance in the ordinary course of business in exchange for a release of claims; (iii) enter into, materially amend or terminate any Employee Benefit Plan or any employee benefit plan, policy, program, agreement, trust or arrangement that would have constituted an Employee Benefit Plan if it had been in effect on the date of this Agreement; (iv) take any action to accelerate the vesting or payment of, or otherwise fund or secure the payment of, any compensation or benefits under any Employee Benefit Plan or otherwise; (v) grant any equity or equity-based compensation awards or (vi) hire other similar payment or terminate benefit to any employee employee, officer, director, independent contractor or other individual service provider of the Company Group whose annual base compensation is $100,000 salary (or its equivalent in another currencyannual base wages or annual fees) exceeds or more, other than terminations for cause;would exceed $250,000, (b) (i) transfer, sell, assign, license, sublicense, encumber, impair, abandon abandon, permit to lapse or expire, dedicate to the public, cancel, subject to any Lien, fail to diligently maintain, or otherwise dispose of any right, title or interest of the Company Group in any Owned Intellectual Property or Licensed Intellectual Property, in each case other than (i) non-exclusive licenses to any Owned Intellectual Property that is material granted by the Company Group to any of the Group Companiescustomers, New PubCo or Merger Sub (or any of their respective businesses); or (ii) voluntarily extend, amend, waive, cancel or modify any material rights in or to any Owned Intellectual Property that is material to any of the Group Companies, New PubCo or Merger Sub (or any of their respective businesses), other than, in each of clauses (i) through (ii), non-exclusive licenses granted otherwise in the ordinary course of business or expirations of Intellectual Property in accordance consistent with the applicable statutory term (if such term is non-renewable)past practice; (c) except for transactions solely among the Company, the Company Subsidiaries, HoldCo, New PubCo and Merger Sub: (i) make, declare, set aside aside, establish a record date for or pay any dividends on dividend or make any other distributions distribution (whether in cash, shares, equity securities stock or property) to the Company Stockholders in their capacities as stockholders; (ii) except in connection with the exercise of any Company Option or Company Warrant or settlement of any Company Equity Award, in each case, outstanding as of the date hereof in accordance with its terms, 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, restricted stock unit, stock appreciation right or other commitment for the issuance of shares of its capital stock, or adjust, split, combine, subdivide, recapitalize, reclassify or otherwise effect any change in respect of any share shares of its capital stock or otherwise, other equity interests or split, combine securities of the Company Group; or reclassify any share capital or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any share capital; (iiiii) repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any membership interests, shares, shares of its capital stock or any other equity interests, as applicableexcept for: (A) the acquisition by the Company Group of any shares of capital stock, in any Group Company, New PubCo membership interests or Merger Sub; or (iii) grant, issue sell or otherwise dispose, or authorize to issue, sell, or otherwise dispose any membership interests, shares, capital stock or any other equity interests (such of the Company Group issued and outstanding as share of the date hereof in connection with the forfeiture or stock options, share or stock units, restricted shares or stock or other Contracts for the purchase or acquisition cancellation of such equity interests; and (B) purchases or redemptions pursuant to exercises of Company Options issued and outstanding as of the date hereof or the withholding of shares to satisfy net settlement or capital stock), Tax obligations with respect to Company Equity Awards outstanding as applicable, of the date hereof in any Group Company, New PubCo or Merger Sub (other than as expressly required by accordance with the Subscription Agreements)terms of such Company Equity Awards; (d) except as contemplated by Section 7.28, amend its Governing Charter Documents, or form or establish any Subsidiary (other than Merger Sub pursuant to this Agreement); (e) except as set forth in Section 6.1(e) of the Company Disclosure Letter: (i) merge, consolidate or combine with a third party, other than with SPACany Person; or (ii) acquire or agree to acquire by merging or consolidating with, purchasing a majority of the any equity interest in or all or substantially all a substantial portion of the assets of, or by any other manner, any third-party business or any corporation, partnership, association or other business organization or division thereof; (f) voluntarily dispose of, amend or fail to renew any Company Real Property Lease other than in the ordinary course of business and as would not reasonably be expected to be material to the Group Companies, New PubCo or Merger Sub, individually or in the aggregate; (g) other than with respect to the Company Real Property Leases and Intellectual Property, voluntarily sell, lease, license, sublicense, abandon, divest, transfer, cancel, abandon or permit to lapse or expire, dedicate to the public, or otherwise dispose of, or agree to do any of the foregoing with respect to, material assets or propertiesproperties valued in excess of $3,000,000, other than (i) non-exclusive licenses to any Owned Intellectual Property granted by the Company Group to customers in the ordinary course of business or pursuant to Contracts existing (ii) any sale, lease or disposition of tangible assets or properties in the ordinary course of business consistent with past practice or (iii) as set forth on Section 6.1(f) of the date hereofCompany Disclosure Letter; (hg) issue or sell any debt securities or rights to acquire any debt securities of the Company Group or guarantee any debt securities of another Person; (iii) make, incur, create or assume any borrowed money Indebtedness, loans, advances or capital contributions to, or investments in, or guarantee any Person other than any of the Group Companies, New PubCo or Merger Sub and other than advances for business expenses and loans or advances to customers and suppliers in the ordinary course of business; (ii) create, incur, assume, guarantee or otherwise become liable forborrowed money Indebtedness of, any Indebtedness incurred after the date hereof in excess of $10,000,000 (or its equivalent in another currency) in the aggregate other than (w) in connection with additional borrowings, extensions of credit and other financial accommodations from the existing lenders or under existing credit facilities, notes and other Indebtedness existing as of the date of this Agreement, (x) guarantees of any Indebtedness of any Company Subsidiaries or guarantees by the Company Subsidiaries of the Indebtedness of the Company, HoldCo, New PubCo or Merger Sub, (y) Indebtedness that qualifies as Transaction Expenses of the Company or (z) Indebtedness incurred in connection with any transaction permitted under Section 6.1(e)Person; (iii) except take any action or omit to take any action, that would constitute or result in a default or event of default under the Existing Credit Agreement that remains uncured following the expiration of any applicable cure period in the ordinary course of business, create any Liens on any material property or material assets of any of the Group Companies, New PubCo or Merger Sub in connection with any Indebtedness thereof (other than Permitted Liens)Existing Credit Agreement; or (iv) cancel or forgive any Indebtedness owed to any of the Group Companies, New PubCo or Merger Sub other than ordinary course compromises of amounts indebtedness for borrowed money owed to the Company Group Companiesin excess of $3,000,000; (vi) make, New PubCo incur or Merger Sub by their respective customerscommit to make or incur any capital expenditures, other than in the ordinary course of business consistent with past practice; (ih) compromise, settle or agree to settle any Legal Proceeding involving payments by any monetary obligations of the Company Group Company, New PubCo or Merger Sub in excess of $100,000 (or its equivalent in another currency) or more, or that imposes any material non-monetary obligations on a Group Company, New PubCo or Merger Sub (excluding, for the avoidance of doubt, confidentiality, non-disparagement or other similar obligations incidental thereto)3,000,000; (ji) except in the ordinary course of business or as would not reasonably be expected consistent with past practices, except with respect to be material customer Contracts, and except for any Contract with respect to the Group Companies, New PubCo or Merger Sub, individually or in the aggregateamounts less than $3,000,000: (i)(AA) modify, amend or terminate in a manner that is adverse to the applicable Group CompanyCompany Group, New PubCo or Merger Sub or terminate any Company Material Contract; (B) enter into any Contract that would have been a Company Material Contract, Contract had it been entered into prior to the date of this Agreement; or (C) waive, delay the exercise of, release or assign any material rights or claims under any Company Material Contract; or (D) incur or enter into a Contract (other than assignments by requiring the applicable Company Group Company, New PubCo or Merger Sub to pay in excess of $3,000,000 in any other Group Company, New PubCo or Merger Sub)12-month period; or (ii) modify or amend any material term under the Existing Credit Agreements Agreement or terminate or allow the termination of the Existing Credit Agreements Agreement or any of the commitments thereunder; (kj) except as required by IFRS (or any interpretation thereof) GAAP or applicable Legal Requirements (including to obtain compliance with PCAOB auditing standards)Law, make any material change in accounting methods, principles or practices; (lk) except in the ordinary course of business, (i) make, change or revoke rescind any material income or other Tax election (in each case other than actions in respect of such Tax elections that would be consistent with the past practice of the Company)election; (ii) settle or compromise any Tax claim; (iii) change (or request to change) any method of accounting for Tax purposes; (iv) file any amended Tax Return; (v) waive or extend any statute of limitations in respect of a period within which an assessment or reassessment of Taxes may be issued; (vi) knowingly surrender any claim for a refund of Taxes; (vii) fail to pay any income or other material Tax liability, that becomes due and payable (including estimated payments); (viii) enter into any “closing agreement agreement” as described in respect Section 7121 of material Taxes the Code (or any similar Law) with any Governmental Entity, (ix) enter into any Tax sharing sharing, indemnification, allocation or similar agreementagreement or arrangement (excluding any commercial contract entered into not primarily related to Taxes), or (iiix) file any amended income or other material Tax Return other than any such amendments that would be consistent inconsistent with the past practice of the Company, (iv) consent to any extension or waiver of the statute of limitations regarding any material amount of Taxes or in respect to any material Tax attribute that would give rise to any claim or assessment of Taxes, in each case other than any such extensions or waivers that would be consistent with the past practice of the Company, (v) settle or consent to any claim or assessment relating to any material amount of Taxes or (vi) surrender or allow to expire any right to claim a refund of material Taxespractice; (ml) take, or fail to take, any action if such action, or failure to take such action, would reasonably be expected to prevent, impair or impede the Intended Tax Treatment; (n) authorize, recommend, propose authorize or announce an intention to adopt a plan of complete or partial liquidation, restructuring, recapitalization, dissolution dissolution, reorganization or winding-up of the Company, HoldCo, New PubCo or Merger SubCompany Group; (om) subject to Section 6.1(a), enter into or amend any agreement with, or pay, distribute or advance any assets or property to, any of its officers, directors, shareholdersemployees, stockholders partners, stockholders, Insiders or other Affiliates (including any direct or indirect controlling equityholder of the Company, but other than the Group Companies, New PubCo or Merger Sub)Affiliates, other than (i) in the ordinary course of business consistent with past practice and payments or distributions relating to obligations in respect of arm’sarms-length commercial transactions, (ii) reimbursement for reasonable expenses incurred in connection with any of transactions pursuant to the Group Companies, New PubCo or Merger Sub, (iii) Employee Benefit Plans and (iv) employment arrangements entered into in the ordinary course; (p) engage in any material new line of business (it being understood that this Section 6.1(p) shall not restrict the Group Companies from extending its business into new geographies); (q) amend or enter into any Contract agreements set forth in on Section 4.18(a6.1(m) of the Company Disclosure Letter (or that would have been required to be set forth therein if such Contract existed as existing on the date hereofof this Agreement; (n) implement or announce any layoffs, furloughs, reductions in force, reductions in compensation, hours or benefits, work schedule changes or similar actions with respect to any employee or individual service providers of the Company Group, or plant closings, or similar events that individually or in the aggregate could give rise to any obligations or liabilities on the part of the Company Group under WARN; (o) other than in the ordinary course of business consistent with past practice, intentionally and materially delay or postpone payment of any material amount of accounts payable or commissions or any Contract other material liability, or materially accelerate sales or the collection of (or materially discount) of any material amount of accounts or notes receivable; (p) take any action, or knowingly fail to take any commercially reasonable action within the Company’s control, where such action or failure to act could reasonably be expected to prevent the Mergers from qualifying as a type described in “reorganization” within the meaning of Section 4.20368(a) of the Code and the Treasury Regulations; or (rq) agree in writing or otherwise agree, commit or resolve to take any of the actions described in Section Sections 6.1(a) through Section 6.1(r)(s) above. Nothing contained in this Agreement shall give Parent, directly or indirectly, any right to control or direct the operations of the Company prior to the Closing. Prior to the Closing, each of the Company and Parent shall exercise, consistent with the other terms and conditions of this Agreement, complete control and supervision over their respective businesses.

Conduct Prior to the Closing Date. 6.1. Conduct of Business by the Company, the Company Subsidiaries, HoldCo, New PubCo and Merger Sub. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Second Effective Time (the “Interim Period”)Time, the Company, HoldCo, New PubCo and Merger Sub shall, and the Company shall cause each of the Company Subsidiaries to, other than as a result of or in connection with COVID-19, carry on its business in the ordinary course and in accordance with applicable Legal Requirements, except: (x) to the extent that SPAC shall otherwise consent in advance and in writing (such consent not to be unreasonably withheld, conditioned or delayed); or (y) as expressly contemplated by this Agreement or any of the other Transaction Agreements; or (z) as expressly set forth in Section 6.1 of the Company Disclosure Letter. Without limiting the generality of the foregoing, except (i) as expressly contemplated by this Agreement or any of the other Transaction Agreements, (ii) or as required by applicable Legal Requirements, (iii) as a result of or in connection with a COVID-19 Measure or, (iv) as expressly set forth in Section 6.1 of the Company Disclosure Letter, without the prior written consent of SPAC (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim Periodperiod from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Second Effective Time, the Company, HoldCo, New PubCo and Merger Sub shall not, and the Company shall cause the Company Subsidiaries not to, do any of the following: (a) except in the ordinary course of business or as otherwise required by any existing Employee Benefit Plan or applicable Legal Requirements: (i) increase or grant any increase in the compensation, bonus, fringe or other benefits of, or pay, grant or promise any bonus to, any current or former employee, director or independent contractor, except for (A) individual increases of not more than 5% in the base salary or wage rate of any current employee who has annual base compensation of more than $125,000 175,000 (or its equivalent in another currency) in the ordinary course of business and (B) the payment of annual bonuses and other short-term incentive compensation in the ordinary course of business (including with respect to the determination of the achievement of any applicable performance objectives, whether qualitative or quantitative); (ii) grant or pay any severance, retention, transaction or change in control pay or benefits to, or otherwise increase the severance, retention, transaction or change in control pay or benefits of, any current or former employee, director or independent contractor, other than the payment of severance in the ordinary course of business in exchange for a release of claims; (iii) enter into, materially amend or terminate any Employee Benefit Plan or any employee benefit plan, policy, program, agreement, trust or arrangement that would have constituted an Employee Benefit Plan if it had been in effect on the date of this Agreement; (iv) take any action to accelerate the vesting or payment of, or otherwise fund or secure the payment of, any compensation or benefits under any Employee Benefit Plan or otherwise; (v) grant any equity or equity-based compensation awards other than in the ordinary course of business or (vi) hire or terminate any employee whose annual base compensation is $100,000 150,000 (or its equivalent in another currency) or more, other than terminations for cause; (b) (i) transfer, sell, assign, license, sublicense, encumber, impair, abandon or otherwise dispose of any right, title or interest in or to any Owned Intellectual Property that is material to any of the Group Companies, New PubCo or Merger Sub (or any of their respective businesses); or (ii) voluntarily extend, amend, waive, cancel or modify any material rights in or to any Owned Intellectual Property that is material to any of the Group Companies, New PubCo or Merger Sub (or any of their respective businesses), other than, in each of clauses (i) through (ii), non-exclusive licenses granted in the ordinary course of business or expirations of Intellectual Property in accordance with the applicable statutory term (if such term is non-renewable); (c) except for transactions solely among the Company, the Company Subsidiaries, HoldCo, New PubCo and Merger Sub: (i) declare, set aside or pay any dividends on or make any other distributions (whether in cash, shares, equity securities or property) in respect of any share capital or otherwise, or split, combine or reclassify any share capital or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any share capital; (ii) repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any membership interests, shares, capital stock or any other equity interests, as applicable, in any Group Company, New PubCo or Merger Sub; or (iii) grant, issue sell or otherwise dispose, or authorize to issue, sell, or otherwise dispose any membership interests, shares, capital stock or any other equity interests (such as share or stock options, share or stock units, restricted shares or stock or other Contracts for the purchase or acquisition of such shares or capital stock), as applicable, in any Group Company, New PubCo or Merger Sub (other than as expressly required by the Subscription Agreements); (d) amend its Governing Documents; (e) except in the ordinary course of business or except as set forth in Section 6.1(e) of the Company Disclosure Letter: (i) merge, consolidate or combine with a third party, other than with SPAC; or (ii) acquire or agree to acquire by merging or consolidating with, purchasing a majority of the equity interest in or all or substantially all of the assets of, or by any other manner, any third-party business or corporation, partnership, association or other business organization or division thereof, unless such transactions under (i) and (ii) individually or in the aggregate, would not require the presentation of any financial statements of a business acquired or to be acquired pursuant to Rule 3-05 of Regulation S-X and would not reasonably be expected to prevent or materially delay the consummation of the Transactions; (f) voluntarily dispose of, of or amend or fail to renew any Company Real Property Lease other than in the ordinary course of business and or as would not reasonably be expected to be material to the Group Companies, New PubCo or Merger Sub, individually or in the aggregate; (g) other than with respect to the Company Real Property Leases and Intellectual Property, voluntarily sell, lease, license, sublicense, abandon, divest, transfer, cancel, abandon or permit to lapse or expire, dedicate to the public, or otherwise dispose of, or agree to do any of the foregoing with respect to, material assets or properties, other than in the ordinary course of business or pursuant to Contracts existing on the date hereof; (h) (i) make, create any loans, advances or capital contributions to, or investments in, any Person other than any of the Group Companies, New PubCo or Merger Sub and other than advances for business expenses and loans or advances to customers and suppliers in the ordinary course of business; (ii) create, incur, assume, guarantee or otherwise become liable for, any Indebtedness incurred after the date hereof in excess of $10,000,000 20,000,000 (or its equivalent in another currency) in the aggregate other than (w) in connection with additional borrowings, extensions of credit and other financial accommodations from the existing lenders or under existing credit facilities, notes and other Indebtedness existing as of the date of this Agreement, (x) guarantees of any Indebtedness of any Company Subsidiaries or guarantees by the Company Subsidiaries of the Indebtedness of the Company, HoldCo, New PubCo or Merger Sub, (y) Indebtedness that qualifies as Company Transaction Expenses of the Company or (z) Indebtedness incurred in connection with any transaction permitted under Section 6.1(e); (iii) except in the ordinary course of business, create any Liens on any material property or material assets of any of the Group Companies, New PubCo or Merger Sub in connection with any Indebtedness thereof (other than Permitted Liens); or (iv) cancel or forgive any Indebtedness owed to any of the Group Companies, New PubCo or Merger Sub other than ordinary course compromises of amounts owed to the Group Companies, New PubCo or Merger Sub by their respective customers; (i) compromise, settle or agree to settle any Legal Proceeding involving payments by any Group Company, New PubCo or Merger Sub of $100,000 (or its equivalent in another currency) or more, or that imposes any material non-monetary obligations on a Group Company, New PubCo or Merger Sub (excluding, for the avoidance of doubt, confidentiality, non-disparagement or other similar obligations incidental thereto); (ji) except in the ordinary course of business or as would not reasonably be expected to be material to the Group Companies, New PubCo or Merger Sub, individually or in the aggregate: (i)(AA) modify, amend in a manner that is adverse to the applicable Group Company, New PubCo or Merger Sub or terminate any Company Material Contract; (B) enter into any Contract that would have been a Company Material Contract, had it been entered into prior to the date of this Agreement; or (C) waive, delay the exercise of, release or assign any material rights or claims under any Company Material Contract (other than assignments by the applicable Group Company, New PubCo or Merger Sub to any other Group Company, New PubCo or Merger Sub); or (ii) modify or amend any material term under the Existing Credit Agreements or terminate the Existing Credit Agreements or any commitments thereunder; (k) except as required by IFRS (or any interpretation thereof) or applicable Legal Requirements (including to obtain compliance with PCAOB auditing standards), make any material change in accounting methods, principles or practices; (l) (i) make, change or revoke any material Tax election (in each case other than actions in respect of such Tax elections that would be consistent with the past practice of the Company); (ii) settle or compromise any material Tax liability, enter into any closing agreement in respect of material Taxes or enter into any Tax sharing or similar agreement, (iii) file any amended material Tax Return other than any such amendments that would be consistent with the past practice of the Company, (iv) consent to any extension or waiver of the statute of limitations regarding any material amount of Taxes or in respect to any material Tax attribute that would give rise to any claim or assessment of Taxes, in each case other than any such extensions or waivers that would be consistent with the past practice of the Company, (v) settle or consent to any claim or assessment relating to any material amount of Taxes or (vi) surrender or allow to expire any right to claim a refund of material Taxes; (m) take, or fail to take, any action if such action, or failure to take such action, would reasonably be expected to prevent, impair or impede the Intended Tax Treatment; (n) authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, restructuring, recapitalization, dissolution or winding-up of the Company, HoldCo, New PubCo or Merger Sub; (o) subject to Section 6.1(a), enter into or amend any agreement with, or pay, distribute or advance any assets or property to, any of its officers, directors, shareholders, stockholders or other Affiliates (including any direct or indirect controlling equityholder of the CompanyCompany Shareholder, but other than the Group Companies, New PubCo or Merger Sub), other than (i) payments or distributions relating to obligations in respect of arm’s-length commercial transactions, (ii) reimbursement for reasonable expenses incurred in connection with any of the Group Companies, New PubCo or Merger Sub, (iii) Employee Benefit Plans and (iv) employment arrangements entered into in the ordinary course; (p) engage in any material new line of business (it being understood that this Section 6.1(p) shall not restrict the Group Companies from extending its business into new geographies); (qi) modify or amend any of the Subscription Agreements or enter into or amend any other agreement related to the PIPE Investment, or (ii) modify or amend the Company Shareholder Subscription Agreement or enter into, modify, amend or terminate any other agreement related to the Company Shareholder PIPE Investment; (r) amend or enter into any Contract set forth in Section 4.18(a4.20(a) of the Company Disclosure Letter (or that would have been required to be set forth therein if such Contract existed on the date hereof) or any Contract of a type described in Section 4.204.22; or (rs) agree in writing or otherwise agree, commit or resolve to take any of the actions described in Section 6.1(a) through Section 6.1(r).

Conduct Prior to the Closing Date. 6.1. 4.1 Conduct of Business by the Company, . Except as set forth in Section 4.1 of the Company SubsidiariesDisclosure Schedule, HoldCoas contemplated by this Agreement or consented to by Buyer in writing (which consent shall not be unreasonably withheld or delayed), New PubCo and Merger Sub. During during the period from the date of this Agreement hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Second Effective Time (the “Interim Period”)Time, the Company, HoldCo, New PubCo and Merger Sub Company shall, and the Company shall cause each of the Company Subsidiaries Subsidiary to, other than as a result of or in connection with COVID-19, carry on its business in all material respects in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and in accordance material compliance with all applicable Legal Requirementslaws and regulations, except: pay its debts and Taxes when due subject to good faith disputes over such debts or Taxes, pay or perform other material obligations when due, subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to (xi) to preserve intact its present business organization, (ii) keep available the extent that SPAC shall otherwise consent in advance services of its present officers and in writing management level employees and (such consent not to be unreasonably withheldiii) preserve its relationships with material customers, conditioned or delayed); or (y) as expressly contemplated by this Agreement or any of the other Transaction Agreements; or (z) as expressly set forth in Section 6.1 of the Company Disclosure Lettersuppliers, distributors, licensors, licensees and others with which it has material business dealings. Without limiting the generality of the foregoing, except (i) as expressly contemplated by this Agreement or any of the other Transaction Agreements, (ii) or as required by applicable Legal Requirements, (iii) as a result of or in connection with a COVID-19 Measure or, (iv) as expressly set forth in the corresponding subsection of Section 6.1 4.1 of the Company Disclosure LetterSchedule or as contemplated by this Agreement, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Effective Time, without the prior written consent of SPAC Buyer (such which consent shall not to be unreasonably withheld, conditioned withheld or delayed), during the Interim Period, the Company, HoldCo, New PubCo and Merger Sub shall not, and the Company shall cause not and shall not permit any Company Subsidiary to (unless required by Law or the regulations or requirements of any stock exchange or regulatory organization applicable to the Company Subsidiaries not toand any Company Subsidiary, in each case after consultation with counsel) do any of the following: (a) Waive any stock repurchase rights, accelerate (except in accordance with the terms thereof), amend or change the period of exercisability of options or restricted stock, or reprice options granted under any employee, consultant, director or other stock plans or authorize cash payments in exchange for any options granted under any of such plans; (b) Transfer or license exclusively to any person or entity or otherwise extend, amend or modify any rights to the material Company Intellectual Property, or enter into any agreements or make other commitments or arrangements to grant, transfer or license to any person future rights to any material Intellectual Property, in each case other than entering into, amending or modifying licenses in the ordinary course of business or as otherwise required by any existing Employee Benefit Plan or applicable Legal Requirements: (i) increase or grant any increase in the compensation, bonus, fringe or other benefits of, or pay, grant or promise any bonus to, any current or former employee, director or independent contractor, except for (A) individual increases of not more than 5% in the base salary or wage rate of any current employee who has annual base compensation of more than $125,000 (or its equivalent in another currency) in the ordinary course of business and (B) the payment of annual bonuses and other short-term incentive compensation in the ordinary course of business (including consistent with respect to the determination of the achievement of any applicable performance objectives, whether qualitative or quantitative); (ii) grant or pay any severance, retention, transaction or change in control pay or benefits to, or otherwise increase the severance, retention, transaction or change in control pay or benefits of, any current or former employee, director or independent contractor, other than the payment of severance in the ordinary course of business in exchange for a release of claims; (iii) enter into, materially amend or terminate any Employee Benefit Plan or any employee benefit plan, policy, program, agreement, trust or arrangement that would have constituted an Employee Benefit Plan if it had been in effect on the date of this Agreement; (iv) take any action to accelerate the vesting or payment of, or otherwise fund or secure the payment of, any compensation or benefits under any Employee Benefit Plan or otherwise; (v) grant any equity or equity-based compensation awards or (vi) hire or terminate any employee whose annual base compensation is $100,000 (or its equivalent in another currency) or more, other than terminations for cause; (b) (i) transfer, sell, assign, license, sublicense, encumber, impair, abandon or otherwise dispose of any right, title or interest in or to any Owned Intellectual Property that is material to any of the Group Companies, New PubCo or Merger Sub (or any of their respective businesses); or (ii) voluntarily extend, amend, waive, cancel or modify any material rights in or to any Owned Intellectual Property that is material to any of the Group Companies, New PubCo or Merger Sub (or any of their respective businesses), other than, in each of clauses (i) through (ii), non-exclusive licenses granted in the ordinary course of business or expirations of Intellectual Property in accordance with the applicable statutory term (if such term is non-renewable)past practices; (c) except for transactions solely among the Company, the Company Subsidiaries, HoldCo, New PubCo and Merger Sub: (i) declareDeclare, set aside or pay any dividends on (except dividends declared or paid by a wholly owned subsidiary of the Company to the Company or another wholly owned subsidiary of the Company) or make any other distributions (whether in cash, sharesstock, equity securities or property) in respect of any share capital or otherwise, stock or split, combine or reclassify any share capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any share capital; capital stock; (iid) repurchasePurchase, redeem or otherwise acquire, directly or offer to repurchase, redeem or otherwise acquireindirectly, any membership interests, shares, shares of capital stock of the Company or any other equity interestsCompany Subsidiary, as applicable, except repurchases of unvested shares at cost in connection with the termination of the employment relationship with any Group Company, New PubCo employee pursuant to stock option or Merger Sub; or purchase agreements in effect on the date hereof (iii) grant, issue sell or otherwise dispose, or authorize to issue, sell, or otherwise dispose any membership interests, shares, capital stock or any other equity interests (such as share or stock options, share or stock units, restricted shares or stock or other Contracts for agreements entered into in the purchase or acquisition of such shares or capital stock), as applicable, in any Group Company, New PubCo or Merger Sub (other than as expressly required ordinary course consistent with past practice by the Subscription AgreementsCompany or any Company Subsidiary with Company Employees hired after the date hereof); (d) amend its Governing Documents; (e) except as set forth Issue, deliver, sell (including the sale by any Company Subsidiary of Company Shares and the sale by the Company of any Company Shares held in Section 6.1(e) treasury), authorize, pledge or otherwise encumber or propose any of the Company Disclosure Letter: (i) mergeforegoing with respect to any shares of capital stock or any securities convertible into or exercisable or exchangeable for shares of capital stock, consolidate or combine with a third partysubscriptions, rights, warrants or options to acquire any shares of such capital stock or any securities convertible into or exercisable or exchangeable for shares of such capital stock, or enter into other agreements or commitments of any character obligating it to issue any such shares or convertible securities, other than with SPAC; the issuance, delivery or sale of shares of Company Shares pursuant to the exercise of stock options and warrants outstanding as of the date of this Agreement; (iif) Cause, permit or propose any amendments to the Company Charter Documents (or similar governing instruments of any Company Subsidiary); (g) In any single transaction or series of related transactions having a fair market value in excess of $1,000,000 in the aggregate, (i) acquire or agree to acquire by merging or consolidating with, or by purchasing a majority of the any equity interest in or all or substantially all a portion of the assets of, or by any other manner, any third-party business or any corporation, limited liability company, general or limited partnership, business trust, unincorporated association or other business organization organization, entity or division thereof, or (ii) otherwise acquire or agree to acquire all or substantially all of the assets of any of the foregoing, or enter into any joint ventures, strategic partnerships or alliances; (fi) voluntarily Sell, lease, license, encumber, convey, assign, sublicense or otherwise dispose of, amend of or fail to renew transfer any Company Real Property Lease properties or assets or any interest therein other than in the ordinary course of business and as would consistent with past practice, except for the sale, lease, licensing, encumbrance, conveyance, assignment, sublicensing or disposition of property or assets in any single transaction or series of related transactions having a fair market value not reasonably be expected to be material to the Group Companies, New PubCo or Merger Sub, individually or in excess of $2,500,000 in the aggregate, (ii) materially modify, amend or terminate any existing material lease, license or Contract affecting the use, possession or operation of any such properties or assets, or (iii) grant or otherwise create or consent to the creation of any material easement, covenant, restriction, assessment or charge affecting any owned real property or leased real property or any material part thereof; (gi) Incur any indebtedness for borrowed money or guarantee any such indebtedness of another person, issue or sell any debt securities or options, warrants, calls or other than with respect rights to acquire any debt securities of the Company Real Property Leases and Intellectual PropertyCompany, voluntarily sell, lease, license, sublicense, abandon, divest, transfer, cancel, abandon enter into any “keep well” or permit other agreement to lapse maintain any financial statement condition or expire, dedicate to enter into any arrangement having the public, or otherwise dispose of, or agree to do economic effect of any of the foregoing with respect toforegoing, material assets or properties, in each case other than in connection with (A) the financing of ordinary course trade payables, (B) borrowings under the Company’s existing credit facility, (C) short term borrowings (not to exceed three months in term) in the ordinary course of business or pursuant to Contracts existing on the date hereof; (h) (i) make, create any loans, advances or capital contributions to, or investments in, any Person other than any of the Group Companies, New PubCo or Merger Sub and other than advances for business expenses and loans or advances to customers and suppliers in the ordinary course of business; (ii) create, incur, assume, guarantee or otherwise become liable for, any Indebtedness incurred after the date hereof not in excess of $10,000,000 1,000,000 or (or its equivalent in another currencyD) in the aggregate other than (w) in connection with additional borrowings, extensions collection of credit and other financial accommodations from the existing lenders or under existing credit facilitiesaccounts receivable, notes and other Indebtedness existing as of the date of this Agreementor commercial paper, (x) guarantees of any Indebtedness of any Company Subsidiaries or guarantees by the Company Subsidiaries of the Indebtedness of the Company, HoldCo, New PubCo or Merger Sub, (y) Indebtedness that qualifies as Transaction Expenses of the Company or (z) Indebtedness incurred in connection with any transaction permitted under Section 6.1(e); (iii) except in the ordinary course of business, create any Liens on any material property or material assets of any of the Group Companies, New PubCo or Merger Sub in connection with any Indebtedness thereof (other than Permitted Liens); or (iv) cancel or forgive any Indebtedness owed to any of the Group Companies, New PubCo or Merger Sub other than ordinary course compromises of amounts owed to the Group Companies, New PubCo or Merger Sub by their respective customers; (i) compromise, settle or agree to settle any Legal Proceeding involving payments by any Group Company, New PubCo or Merger Sub of $100,000 (or its equivalent in another currency) or more, or that imposes any material non-monetary obligations on a Group Company, New PubCo or Merger Sub (excluding, for the avoidance of doubt, confidentiality, non-disparagement or other similar obligations incidental thereto); (j) except in the ordinary course of business consistent with past practice; (j) (i) except pursuant to Company Employee Plans or as would not reasonably be expected to be material Company Employment Agreements in existence prior to the Group Companiesdate hereof, New PubCo adopt or Merger Sub, individually amend any material Company Employee Plan or Company Employment Agreement that provides for annual base salary in the aggregate: (i)(A) modify, amend in a manner that is adverse to the applicable Group Company, New PubCo excess of $100,000 or Merger Sub or terminate any Company Material Contract; (B) enter into any Contract employment contract or collective bargaining agreement (other than offer letters and agreements that would have been a Company Material Contract, had it been do not provide for an annual base salary in excess of $100,000 or that are entered into in the ordinary course of business consistent with past practice with employees who are terminable “at will” and who are not officers of the Company); (ii) pay any special bonus or special remuneration to any director or employee other than special bonuses to Company Employees pursuant to and in accordance with the terms of Section 5.13(d); or (iii) increase the salaries or wage rates or fringe benefits (including granting or increasing rights to severance or indemnification) (other than increases in the ordinary course of business consistent with past practice or as required by any existing employment agreement or collective bargaining agreements) of its directors, officers, employees or consultants except, in each case, as may be required by law or any existing Company Employee Plan or Company Employment Agreement; provided, however, that the Company may enter into retention agreements pursuant to and in accordance with the terms of Section 5.14(e). (k) (i) Pay, discharge, settle or satisfy any litigation (whether or not commenced prior to the date of this Agreement) or any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) where the aggregate amount of such payments exceeds $500,000, other than the payment, discharge, settlement or satisfaction of such claims, liabilities and obligations in the ordinary course of business consistent with past practice or in accordance with their terms in existence as of the date hereof; or (Cii) waive the benefits of, agree to modify in any material manner, terminate, release any person from or knowingly fail to enforce any material confidentiality or similar agreement to which the Company or any Company Subsidiary is a party or of which the Company or any Company Subsidiary is a beneficiary; (l) Except as permitted pursuant to the other clauses of this Section 4.1, make any individual or series of related payments outside of the ordinary course of business in excess of $1,000,000 or make any payments outside of the ordinary course of business where the aggregate of such payments exceeds $5,000,000; (m) Materially modify, amend or terminate any material contract or agreement to which the Company or any Company Subsidiary is a party or waive, delay the exercise of, release or assign any material rights or material claims under any Company Material Contract (other than assignments by thereunder, in each case, except in the applicable Group Company, New PubCo or Merger Sub to any other Group Company, New PubCo or Merger Sub); or (ii) modify or amend any material term under the Existing Credit Agreements or terminate the Existing Credit Agreements or any commitments thereunderordinary course of business consistent with past practice; (kn) except Except as required by IFRS (U.S. GAAP, Israeli GAAP or German GAAP, revalue any interpretation thereof) of its assets or applicable Legal Requirements (including to obtain compliance with PCAOB auditing standards), make any material change in accounting methods, principles or practices; (lo) (i) makeEnter into, change renew or revoke modify any material Tax election (in each case other than actions in respect of such Tax elections that would be consistent with the past practice Contracts that, had they been executed on or as of the Company); (ii) settle or compromise any material Tax liabilitydate hereof, enter into any closing agreement in respect of material Taxes or enter into any Tax sharing or similar agreement, (iii) file any amended material Tax Return other than any such amendments that would be consistent with the past practice of the Company, (iv) consent to any extension or waiver of the statute of limitations regarding any material amount of Taxes or in respect to any material Tax attribute that would give rise to any claim or assessment of Taxes, in each case other than any such extensions or waivers that would be consistent with the past practice of the Company, (v) settle or consent to any claim or assessment relating to any material amount of Taxes or (vi) surrender or allow to expire any right to claim a refund of material Taxes; (m) take, or fail to take, any action if such action, or failure to take such action, would reasonably be expected to prevent, impair or impede the Intended Tax Treatment; (n) authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, restructuring, recapitalization, dissolution or winding-up of the Company, HoldCo, New PubCo or Merger Sub; (o) subject to Section 6.1(a), enter into or amend any agreement with, or pay, distribute or advance any assets or property to, any of its officers, directors, shareholders, stockholders or other Affiliates (including any direct or indirect controlling equityholder of the Company, but other than the Group Companies, New PubCo or Merger Sub), other than (i) payments or distributions relating to obligations in respect of arm’s-length commercial transactions, (ii) reimbursement for reasonable expenses incurred in connection with any of the Group Companies, New PubCo or Merger Sub, (iii) Employee Benefit Plans and (iv) employment arrangements entered into in the ordinary course; (p) engage in any material new line of business (it being understood that this Section 6.1(p) shall not restrict the Group Companies from extending its business into new geographies); (q) amend or enter into any Contract set forth in Section 4.18(a) of the Company Disclosure Letter (or that would have been required to be set forth therein if such Contract existed on the date hereof) or any Contract of a type described listed in Section 4.20; or (r) agree in writing or otherwise agree, commit or resolve to take any of the actions described in Section 6.1(a) through Section 6.1(r).Section

Conduct Prior to the Closing Date. 6.1. Conduct of Business by the Company, the Company Subsidiaries, HoldCoNew PubCo, New PubCo Merger Sub and Merger Subthe Intermediate Companies. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Second Merger Effective Time (the “Interim Period”), the Company, HoldCoNew PubCo, New PubCo and Merger Sub shall, and New PubCo and the Company shall cause each of the Intermediate Companies and Company Subsidiaries Subsidiaries, respectively, to, other than as a result of or in connection with COVID-19, carry on its business their respective businesses in the ordinary course course, to use commercially reasonable efforts to preserve intact their respective business organizations, to retain their respective managers, directors, officers, employees and consultants, and to preserve their respective relationships with key customers and suppliers, in each case consistent with past practice, and in accordance with applicable Legal Requirements, except: (xi) to the extent that SPAC shall otherwise consent in advance and in writing (such consent not to be unreasonably withheld, conditioned or delayed); or (yii) as expressly contemplated permitted by this Agreement or any of the other Transaction Agreements; or (z) as expressly set forth in Section 6.1 of the Company Disclosure Letter. Without limiting the generality of the foregoing, except (i) as expressly contemplated by this Agreement or any of the other Transaction Agreements, (ii) or as required by applicable Legal Requirements, (iii) as a result of any actions taken in response to COVID-19 or in connection with a any COVID-19 Measure or, Measures or (iv) as expressly set forth in Section 6.1 of the Company Disclosure LetterSchedule. Without limiting the generality of the foregoing, except as (A) expressly permitted by this Agreement or any of the other Transaction Agreements, (B) required by applicable Legal Requirements, (C) any actions taken in response to COVID-19 or any COVID-19 Measures or (D) expressly set forth in Section 6.1 of the Company Disclosure Schedule, without the prior written consent of SPAC (such consent which consent, except with respect to clauses (c) and (k) below, shall not to be unreasonably withheld, conditioned or delayed), during the Interim Period, the Company, HoldCo, New PubCo and Merger Sub Company Parties shall not, and New PubCo and the Company shall cause the Intermediate Companies and Company Subsidiaries Subsidiaries, respectively, not to, do any of the following: (a) except in the ordinary course of business or as otherwise required by any existing Employee Benefit Plan or applicable Legal Requirements: (i) increase or grant any increase in the compensation, bonus, fringe or other benefits of, or pay, grant or promise any bonus to, any current or former employee, director or independent contractor, except for (A) individual increases of not more than 520% in the base salary or wage rate of any current employee who has annual base compensation of more than $125,000 100,000 (or its equivalent in another currency) in the ordinary course of business and (B) the payment of annual bonuses and other short-term incentive compensation in the ordinary course of business (including with respect to the determination of the achievement of any applicable performance objectives, whether qualitative or quantitative); (ii) grant or pay any severance, retention, transaction or change in control pay or benefits to, or otherwise increase the severance, retention, transaction or change in control pay or benefits of, any current or former employee, director or independent contractor, other than the payment of severance in the ordinary course of business in exchange for a release of claimsclaims or pursuant to a Contract in existence as of the date of this Agreement; (iii) enter into, materially amend or terminate any Employee Benefit Plan or any employee benefit plan, policy, program, agreement, trust or arrangement that would have constituted an Employee Benefit Plan if it had been in effect on the date of this Agreement; (iv) take any action to accelerate the vesting or payment of, or otherwise fund or secure the payment of, any compensation or benefits under any Employee Benefit Plan or otherwise; (v) grant any equity or equity-based compensation awards or awards; (vi) hire or terminate otherwise enter into any employment agreement with any executive officer or comparable level employee whose annual base compensation is greater than or equal to $100,000 200,000 (or its equivalent in another currency); or (vii) terminate any executive officer or morecomparable level employee whose annual base compensation is greater than or equal to $200,000 (or its equivalent in another currency), other than terminations for cause; (b) (i) transfer, sell, assign, license, sublicense, encumber, impair, abandon or otherwise dispose of any right, title or interest in or to any Owned Intellectual Property that is material to any of the Group Companies, New PubCo or Merger Sub (or any of their respective businesses); or (ii) voluntarily extend, amend, waive, cancel or modify any material rights in or to any Owned Intellectual Property that is material to any of the Group Companies, New PubCo or Merger Sub (or any of their respective businesses), other than, in each of clauses (i) through (ii), non-exclusive licenses granted in the ordinary course of business or expirations of Intellectual Property in accordance with the applicable statutory term (if such term is non-renewable); (c) except other than seeking and negotiating PIPE Subscription Agreements, grant, issue, deliver, sell, authorize, pledge or otherwise encumber, or agree to any of the foregoing with respect to, any shares or other equity securities or any securities convertible into or exchangeable for transactions solely among shares or other equity securities, or subscriptions, rights, warrants or options to acquire any shares or other equity securities or any securities convertible into or exchangeable for shares or other equity securities, or enter into other agreements or commitments of any character obligating it to issue any such shares or equity securities or convertible or exchangeable securities; (d) make or declare any dividend or distribution to the equity holders of any Group Company, New PubCo, Merger Sub or the Company Subsidiaries, HoldCo, New PubCo and Merger Sub: (i) declare, set aside or pay any dividends on Intermediate Companies or make any other distributions (whether in cash, shares, equity securities or property) in respect of any of the Group Companies’ capital stock or equity interests, except (i) dividends and distributions by a wholly-owned Subsidiary of a Group Company to such Group Company or another wholly-owned Subsidiary of such Group Company and (ii) repurchases of Company Ordinary Shares in connection with any termination of employment or other services; (e) split, subdivide, combine, consolidate, reclassify, recapitalize or otherwise amend any terms of any shares or series of the Group Companies’, New PubCo’s, Merger Sub’s or the Intermediate Companies’ capital stock, share capital or otherwiseequity interests, or split, combine or reclassify any share capital or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution except for any share capital; such transaction by a wholly-owned Subsidiary of a Group Company that remains a wholly-owned Subsidiary of such Group Company after consummation of such transaction; (iif) transfer, sell, assign, license, dispose, purchase, repurchase, redeem or otherwise acquireacquire any issued and outstanding share capital, outstanding shares of capital stock, membership interests or offer to repurchase, redeem or otherwise acquire, any membership interests, shares, capital stock or any other equity interests, as applicable, in interests of any Group Company, New PubCo PubCo, Merger Sub or Merger Sub; or (iii) grantIntermediate Companies, issue sell or otherwise dispose, or authorize to issue, sell, or otherwise dispose except for transactions between a Group Company and any membership interests, shares, capital stock or any other equity interests (such as share or stock options, share or stock units, restricted shares or stock or other Contracts for the purchase or acquisition wholly-owned Subsidiary of such shares or capital stock), as applicable, in any Group Company, New PubCo or Merger Sub (other than as expressly required by the Subscription Agreements); (dg) delay payments of any accounts payable or other liability of a Group Company beyond its due date or the date when such liability would have been paid in the ordinary course; provided, that nothing in this clause (g) shall prohibit or otherwise restrict any of the Group Companies from delaying payments of accounts payable or other liabilities to the extent that any such Group Company is disputing in good faith such amounts owed in respect of such accounts payable or other liabilities; (h) amend its Governing Documents; (ei) except as set forth in Section 6.1(e) of the Company Disclosure Letter: (i) merge, consolidate or combine with a third party, other than with SPAC; or (ii) except for transactions involving consideration to be paid by a Group Company of up to $10,000,000 (or its equivalent in another currency), acquire or agree to acquire by merging or consolidating with, purchasing a majority of the equity interest in or all or substantially all of the assets of, or by any other manner, any third-party business or corporation, partnership, association or other business organization or division thereof; (fj) voluntarily dispose of, amend or fail to renew any Company Real Property Lease other than in the ordinary course of business and as would not reasonably be expected to be material to the Group Companies, New PubCo PubCo, Merger Sub or Merger Subthe Intermediate Companies, individually or in the aggregate; (gk) other than with respect to the Company Real Property Leases and Intellectual Property, voluntarily sell, assign, lease, license, sublicense, abandon, divest, transfer, convey, cancel, abandon or permit to lapse or expire, dedicate to the public, or otherwise dispose of, or agree to do any of the foregoing with respect to, material assets or propertiesproperties of the Group Companies, other than in the ordinary course of business or pursuant to Contracts existing on the date hereof; (hl) (i) make, create any loans, advances or capital contributions to, or investments in, any Person other than any of the Group Companies, New PubCo or Merger Sub and other than advances for business expenses and loans or advances to customers and suppliers in the ordinary course of business; (ii) create, incur, assume, guarantee or otherwise become liable for, any Indebtedness incurred after the date hereof in excess of $10,000,000 (or its equivalent in another currency) in the aggregate other than (wx) in connection with additional borrowings, extensions of credit and other financial accommodations from the existing lenders or under existing credit facilities, notes and other Indebtedness existing as of the date of this Agreement, (xy) guarantees of any Indebtedness of any Company Subsidiaries or guarantees by the Company Subsidiaries of the Indebtedness of the Company, HoldCoSubsidiaries, New PubCo or Merger Sub, Sub and (yz) Indebtedness that qualifies as Company Transaction Expenses of the Company or (z) Indebtedness incurred in connection with any transaction permitted under Section 6.1(e)Expenses; (iii) except in the ordinary course of business, create any Liens on any material property or material assets of any of the Group Companies, New PubCo or Merger Sub in connection with any Indebtedness thereof (other than Permitted Liens); or (iv) cancel or forgive any Indebtedness owed to any of the Group Companies, New PubCo or Merger Sub other than ordinary course compromises of amounts owed to the Group Companies, New PubCo or Merger Sub by their respective customers; (im) compromise, settle or agree to settle any Legal Proceeding involving payments by any Group Company, New PubCo or PubCo, Merger Sub or the Intermediate Companies of $100,000 (or its equivalent in another currency) 1,000,000 or more, or that imposes any material non-monetary obligations on a Group Company, New PubCo or PubCo, Merger Sub or the Intermediate Companies (excluding, for the avoidance of doubt, confidentiality, non-disparagement or other similar obligations incidental thereto); (jn) except in the ordinary course of business or as would not reasonably be expected to be material to the Group Companies, New PubCo or Merger Sub, individually or in the aggregatebusiness: (i)(A) modify, amend in a manner that is adverse to the applicable Group Company, New PubCo or PubCo, Merger Sub or the Intermediate Companies or terminate any Company Material Contract; or (B) enter into any Contract that would have been a Company Material Contract, had it been entered into prior to the date of this Agreement; or (C) waive, delay the exercise of, release or assign any material rights or claims under any Company Material Contract (other than assignments by the applicable Group Company, New PubCo or Merger Sub to any other Group Company, New PubCo or Merger Sub); or (ii) modify or amend any material term under the Existing Credit Agreements or terminate the Existing Credit Agreements or any commitments thereunder; (ko) except as required by IFRS (or any interpretation thereof) or applicable Legal Requirements (including to obtain compliance with PCAOB auditing standards), make any material change in accounting methods, principles or practices; (lp) (i) make, change or revoke any material Tax election (in each case other than actions in respect of such Tax elections that would be consistent with the past practice of the Company); election, (ii) settle or compromise any material Tax liability, enter into any closing agreement in respect of material Taxes or enter into any Tax sharing or similar agreement, (iii) file any amended material Tax Return other than any such amendments that would be consistent with the past practice of the Companypractice, (iv) consent to any extension or waiver of the statute of limitations regarding any material amount of Taxes or in respect to any material Tax attribute that would give rise to any claim or assessment of Taxes, in each case other than any such extensions or waivers that would be consistent with the past practice of the Company, (v) settle or consent to any claim or assessment relating to any material amount of Taxes Taxes, or (vi) surrender or allow to expire any right to claim a refund of material Taxes; (m) take, or fail to take, any action if such action, or failure to take such action, would reasonably be expected to prevent, impair or impede the Intended Tax Treatment; (nq) authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, restructuring, recapitalization, dissolution or winding-up of the any Group Company, HoldCoNew PubCo, New PubCo Merger Sub or Merger Subthe Intermediate Companies; (or) subject to Section 6.1(a)enter into, enter into renew or amend any (i) transaction or Contract with a Company Shareholder or any of their respective family members or other related Persons that would require disclosure of transactions therewith under Item 404 of Regulation S-K promulgated by the SEC, (ii) Contract between any Group Company and any broker, finder, investment banker or financial advisor with respect to any of the Transactions or (iii) agreement with, or pay, distribute or advance any assets or property to, any of its officers, directors, shareholders, stockholders or other Affiliates (including any direct or indirect controlling equityholder of the Company, but other than the Group Companies, New PubCo or Merger Sub), other than (iA) payments or distributions relating to obligations in respect of arm’s-length commercial transactionstransactions in the ordinary course, (iiB) reimbursement for reasonable expenses incurred in connection with any of the Group Companies, New PubCo or Merger Sub, (iiiC) Employee Benefit Plans Plans, and (ivD) employment arrangements entered into in the ordinary course; (ps) engage in any material new line of business (it being understood that this Section 6.1(p6.1(s) shall not restrict the Group Companies from extending its business into new geographies); (qt) amend or enter into any Contract set forth in Section 4.18(a4.20(a) of the Company Disclosure Letter Schedule (or that would have been required to be set forth therein if such Contract existed on the date hereof) or any Contract of a type described in Section 4.204.22; (u) take any action that is reasonably likely to prevent, materially delay or impede the consummation of the transactions contemplated by this Agreement; (v) take any COVID-19 Measures not in effect as of the date of this Agreement other than any COVID-19 Measures reasonably implemented in good faith and with respect to which, if material, the Company provides notice to SPAC as soon as practicable following such action; or (rw) agree in writing or otherwise agree, commit or resolve to take any of the actions described in Section 6.1(a) through Section 6.1(r6.1(v).

Conduct Prior to the Closing Date. 6.1. 5.1 Conduct of Business by of the Company, the Company Subsidiaries, HoldCo, New PubCo and Merger SubCompanies. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing Date, each Company and Stockholder agrees, unless otherwise required pursuant to the express terms of this Agreement or if Buyer has given its terms and the Second Effective Time (the “Interim Period”), the Company, HoldCo, New PubCo and Merger Sub shall, and the Company shall cause each of the Company Subsidiaries to, other than as a result of or in connection with COVID-19, carry on its business in the ordinary course and in accordance with applicable Legal Requirements, except: (x) to the extent that SPAC shall otherwise prior consent in advance and in writing (such which consent shall not be unreasonably withheld), to carry on the Companies' respective businesses in the usual, regular and ordinary course of business, to pay the Companies' respective Liabilities and Taxes when due in the usual, regular and ordinary course of business, to pay or perform other obligations when due in the usual, regular and ordinary course of business (other than Liabilities, Taxes and other obligations, if any, contested in good faith through appropriate proceedings), and to use reasonable efforts to preserve intact the Companies' respective business organizations, keep available the services of their respective officers and key employees, preserve their respective relationships with key providers, subscribers, suppliers, licensors, licensees, independent contractors and other Persons having business dealings with them, and maintain the Companies' respective Permits and Approvals, all with the express purpose and intent of preserving unimpaired each Company's goodwill and ongoing businesses through the Closing Date. Except as otherwise expressly permitted by this Agreement, no Company or Stockholder shall, without the prior written consent of Buyer (which consent shall not be unreasonably withheld), take or agree in writing or otherwise to take any action that would make any of the Companies' or Stockholders' respective representations or warranties contained in this Agreement to be untrue or incorrect or prevent any Company or Stockholder from performing, or cause any Company or Stockholder not to perform, its or his respective agreements and covenants hereunder or knowingly cause any condition to Buyer's closing obligations in Section 8.1 or Section 8.3 not to be unreasonably withheld, conditioned or delayed); or (y) as expressly contemplated by this Agreement or any of the other Transaction Agreements; or (z) as expressly set forth in Section 6.1 of the Company Disclosure Lettersatisfied. Without limiting the generality of the foregoing, except (i) as expressly contemplated by during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing Date, except as required or expressly permitted by this Agreement, no Company or Stockholder shall cause or permit any of the other Transaction Agreements, (ii) or as required by applicable Legal Requirements, (iii) as a result of or in connection following with a COVID-19 Measure or, (iv) as expressly set forth in Section 6.1 of the respect to any Company Disclosure Letter, without the prior written consent of SPAC Buyer (such which consent shall (i) not to be unreasonably withheld, conditioned or delayedexcept in the case of those matters set forth in subsections (b), during the Interim Period(d) and (u) below, the Company, HoldCo, New PubCo with respect to which Buyer may grant or deny consent in its sole and Merger Sub shall notabsolute discretion, and the Company shall cause the Company Subsidiaries not to(ii) be granted as promptly as reasonably practicable, do and in any of the following:event within two Business Days, or such shorter period as may be warranted due to exigent circumstances): (a) except in the ordinary course cause or permit any amendments to its articles of business incorporation or as otherwise required by any existing Employee Benefit Plan or applicable Legal Requirements: (i) increase or grant any increase in the compensation, bonus, fringe or other benefits of, or pay, grant or promise any bonus to, any current or former employee, director or independent contractor, except for (A) individual increases of not more than 5% in the base salary or wage rate of any current employee who has annual base compensation of more than $125,000 by-laws (or its equivalent in another currency) in the ordinary course of business and (B) the payment of annual bonuses and other short-term incentive compensation in the ordinary course of business (including with respect to the determination of the achievement of any applicable performance objectives, whether qualitative or quantitativecomparable organizational documents); (ii) grant or pay any severance, retention, transaction or change in control pay or benefits to, or otherwise increase the severance, retention, transaction or change in control pay or benefits of, any current or former employee, director or independent contractor, other than the payment of severance in the ordinary course of business in exchange for a release of claims; (iii) enter into, materially amend or terminate any Employee Benefit Plan or any employee benefit plan, policy, program, agreement, trust or arrangement that would have constituted an Employee Benefit Plan if it had been in effect on the date of this Agreement; (iv) take any action to accelerate the vesting or payment of, or otherwise fund or secure the payment of, any compensation or benefits under any Employee Benefit Plan or otherwise; (v) grant any equity or equity-based compensation awards or (vi) hire or terminate any employee whose annual base compensation is $100,000 (or its equivalent in another currency) or more, other than terminations for cause; (b) (i) transfer, sell, assign, license, sublicense, encumber, impair, abandon or otherwise dispose of any right, title or interest in or to any Owned Intellectual Property that is material to any of the Group Companies, New PubCo or Merger Sub (or any of their respective businesses); or (ii) voluntarily extend, amend, waive, cancel or modify any material rights in or to any Owned Intellectual Property that is material to any of the Group Companies, New PubCo or Merger Sub (or any of their respective businesses), other than, in each of clauses (i) through (ii), non-exclusive licenses granted in the ordinary course of business or expirations of Intellectual Property in accordance with the applicable statutory term (if such term is non-renewable); (c) except for transactions solely among the Company, the Company Subsidiaries, HoldCo, New PubCo and Merger Sub: (i) declare, set aside or pay any dividends on or make any other distributions (whether in cash, shares, equity securities or property) in respect of any share capital or otherwise, or split, combine or reclassify any share capital of its Equity Securities or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its Equity Securities; (c) enter into any share capital; Contract or commitment, or amend or otherwise modify or waive any of the terms of any of its Contracts, other than (i) Contracts with providers (other than any Affiliate or Associate of any Company) entered into in the ordinary course of business that have a term of not more than one year and, in the case of any provider that is a hospital or similar facility, which involve total obligations of less than $1,000,000 per annum, and (ii) repurchase, redeem or Contracts (excluding Contracts with providers) which involve total obligations of less than $50,000 per annum and which are not otherwise acquire, or offer material to repurchase, redeem or otherwise acquire, the business of the contracting Company; provided that the Companies shall notify Buyer prior to entering into any membership interests, shares, capital stock or any other equity interests, as applicable, in any Group Company, New PubCo or Merger Sub; or (iii) grant, issue sell or otherwise dispose, or authorize to issue, sell, or otherwise dispose any membership interests, shares, capital stock or any other equity interests (such as share or stock options, share or stock units, restricted shares or stock or other Contracts for the purchase or acquisition of such shares or capital stock), as applicable, in any Group Company, New PubCo or Merger Sub Contract with a provider (other than as expressly required by the Subscription Agreements)a hospital or similar facility) that involves total obligations of $150,000 or more per annum; (d) amend its Governing Documentsissue, deliver or sell or authorize or propose the issuance, delivery or sale of, any Equity Securities, or other agreements or commitments of any character obligating it to issue any such shares or other convertible securities; (e) except as set forth transfer to any person or entity any rights to any Intellectual Property other than non-exclusive licenses in Section 6.1(econnection with the provision of services or benefits in the ordinary course of business; (f) sell, lease, license or otherwise dispose of or encumber any Assets and Properties of any Company, other than transactions in connection with cash management and investment activities entered into in the ordinary course of business, consistent with past practice, provided that the Company Disclosure Letter: specifically notifies Buyer of all such transactions in excess of $100,000; (g) acquire any Assets and Properties from any other Person, other than acquisitions in the ordinary course of business, consistent with past practice, not to exceed $100,000 in the aggregate during any month; (h) incur any Indebtedness, other than (i) mergeIndebtedness incurred by Well Care HMO or HealthEase in the ordinary course of business, consolidate consistent with past practice, not to exceed $50,000 in any instance or combine with $100,000 in the aggregate during any month, or (ii) Indebtedness of Well Care HMO or HealthEase to any Stockholder evidenced by a third partynew surplus note issued to such Stockholder, provided that (A) the Companies shall notify Buyer thereof in advance and (B) any such new surplus notes shall be repaid from the Cash Consideration at Closing pursuant to Section 6.19 as though they had been disclosed in Schedule 2.3(g); (i) enter into any operating lease, other than in the ordinary course of business, consistent with SPAC; past practice, and providing for payments of not greater than $50,000 over the term of the lease in any instance or $100,000 in the aggregate during any month; (j) pay, discharge or satisfy any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise) arising other than in the ordinary course of business, other than the payment, discharge or satisfaction of liabilities reflected or reserved against in the Companies' Financials and reasonable expenses incurred in connection with the transactions contemplated by this Agreement; (k) make any capital expenditures, capital additions or capital improvements, other than in the ordinary course of business, consistent with past practice, not to exceed $50,000 in any instance or $100,000 in the aggregate during any month; (l) reduce the amount of any insurance coverage provided by existing insurance policies, or fail to renew any such insurance policy; (m) terminate or waive any right of substantial value; (n) (i) adopt or amend any employee benefit or stock purchase or option plan, (ii) hire any new director level or officer level consultant or employee, (iii) pay any special bonus or special remuneration to any employee, consultant or director or (iv) increase the salaries, wage rates, bonus levels, benefits, severance, termination pay, perquisites or compensation of any employee or consultant, other than increases in salaries or wage rates to non-director level or non-officer level employees, on an individual basis, in the ordinary course of business consistent with past practice; (o) establish or modify any targets, goals, pools or similar provisions under any Plan, employment Contract or other employee compensation arrangement or independent contractor Contract or other compensation arrangement; (p) commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where such Company in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Buyer prior to the filing of such a suit, or (iii) for a breach of this Agreement; (q) acquire or agree to acquire by merging or consolidating with, or by purchasing a majority of the equity interest in or all or substantially all substantial portion of the assets of, or by any other manner, any third-party business or any corporation, partnership, association or other business organization or division thereof; (fr) voluntarily dispose of, amend except as specifically permitted or fail to renew any Company Real Property Lease other than in the ordinary course of business and as would not reasonably be expected to be material to the Group Companies, New PubCo or Merger Sub, individually or in the aggregate; (g) other than with respect to the Company Real Property Leases and Intellectual Property, voluntarily sell, lease, license, sublicense, abandon, divest, transfer, cancel, abandon or permit to lapse or expire, dedicate to the public, or otherwise dispose of, or agree to do any of the foregoing with respect to, material assets or properties, other than in the ordinary course of business or required pursuant to Contracts existing on the date hereof; (h) (i) make, create any loans, advances or capital contributions to, or investments in, any Person other than any of the Group Companies, New PubCo or Merger Sub and other than advances for business expenses and loans or advances to customers and suppliers in the ordinary course of business; (ii) create, incur, assume, guarantee or otherwise become liable for, any Indebtedness incurred after the date hereof in excess of $10,000,000 (or its equivalent in another currency) in the aggregate other than (w) in connection with additional borrowings, extensions of credit and other financial accommodations from the existing lenders or under existing credit facilities, notes and other Indebtedness existing as of the date of this Agreement, (x) guarantees of make or change any Indebtedness of any Company Subsidiaries or guarantees by the Company Subsidiaries of the Indebtedness of the Company, HoldCo, New PubCo or Merger Sub, (y) Indebtedness that qualifies as Transaction Expenses of the Company or (z) Indebtedness incurred in connection with any transaction permitted under Section 6.1(e); (iii) except in the ordinary course of business, create any Liens on any material property or material assets of any of the Group Companies, New PubCo or Merger Sub in connection with any Indebtedness thereof (other than Permitted Liens); or (iv) cancel or forgive any Indebtedness owed to any of the Group Companies, New PubCo or Merger Sub other than ordinary course compromises of amounts owed to the Group Companies, New PubCo or Merger Sub by their respective customers; (i) compromise, settle or agree to settle any Legal Proceeding involving payments by any Group Company, New PubCo or Merger Sub of $100,000 (or its equivalent in another currency) or more, or that imposes any material non-monetary obligations on a Group Company, New PubCo or Merger Sub (excluding, for the avoidance of doubt, confidentiality, non-disparagement or other similar obligations incidental thereto); (j) except in the ordinary course of business or as would not reasonably be expected to be material to the Group Companies, New PubCo or Merger Sub, individually or in the aggregate: (i)(A) modify, amend in a manner that is adverse to the applicable Group Company, New PubCo or Merger Sub or terminate any Company Material Contract; (B) enter into any Contract that would have been a Company Material Contract, had it been entered into prior to the date of this Agreement; or (C) waive, delay the exercise of, release or assign any material rights or claims under any Company Material Contract (other than assignments by the applicable Group Company, New PubCo or Merger Sub to any other Group Company, New PubCo or Merger Sub); or (ii) modify or amend any material term under the Existing Credit Agreements or terminate the Existing Credit Agreements or any commitments thereunder; (k) except as required by IFRS (or any interpretation thereof) or applicable Legal Requirements (including to obtain compliance with PCAOB auditing standards), make any material change in accounting methods, principles or practices; (l) (i) make, change or revoke any material Tax election (in each case other than actions in respect of such Taxes, adopt or change any accounting method in respect of Taxes, file any Tax elections that would be consistent with the past practice of the Company); (ii) settle Return or compromise any material amendment to a Tax liabilityReturn, enter into any closing agreement agreement, settle any claim or assessment in respect of material Taxes Taxes, or enter into any Tax sharing or similar agreement, (iii) file any amended material Tax Return other than any such amendments that would be consistent with the past practice of the Company, (iv) consent to any extension or waiver of the statute of limitations regarding any material amount of Taxes or in respect to any material Tax attribute that would give rise limitation period applicable to any claim or assessment in respect of Taxes, in each case other than any such extensions or waivers that would be consistent with the past practice of the Company, (v) settle or consent to any claim or assessment relating to any material amount of Taxes or (vi) surrender or allow to expire any right to claim a refund of material Taxes; (ms) takemake any change in accounting policies, principles, methods, practices or fail to takeprocedures (including for bad debts, any action if such actioncontingent liabilities or otherwise, respecting capitalization or failure to take such actionexpense of research and development expenditures, would reasonably be expected to prevent, impair depreciation or impede the Intended Tax Treatmentamortization rates or timing of recognition of income and expense); (nt) authorizerevalue any of its assets, recommend, propose including writing off notes or announce an intention to adopt a plan of complete accounts receivable or partial liquidation, restructuring, recapitalization, dissolution or winding-up of the Company, HoldCo, New PubCo or Merger Subwriting down any other assets; (ou) subject to except as expressly permitted under Section 6.1(a5.1(h), enter into or amend any agreement with, or pay, distribute or advance any assets or property to, any of its officers, directors, shareholders, stockholders or other Affiliates (including any direct or indirect controlling equityholder of the Company, but other than the Group Companies, New PubCo or Merger Sub), other than (i) payments enter into any Contract with any Affiliate or distributions relating to obligations in respect Associate of arm’s-length commercial transactionsany Company, (ii) reimbursement for reasonable expenses incurred in connection with enter into any of other transaction which, if it had been entered into prior to the Group Companiesdate hereof, New PubCo would be required to be disclosed pursuant to Section 2.34, or Merger Sub, (iii) Employee Benefit Plans and (iv) employment arrangements entered into in make any payment to any Affiliate or Associate of any Company, other than payments required to be made pursuant to the ordinary courseexpress terms of any written Contract listed on Schedule 5.1; (pv) engage fail to maintain or renew any Permits, fail to comply with any Law or Order in any material new line of business (it being understood that this Section 6.1(p) shall not restrict the Group Companies from extending its business into new geographies)respect, or violate any Designated Contract in any material respect; (qw) amend take or enter into any Contract set forth in Section 4.18(a) of the Company Disclosure Letter (or that would have been required to be set forth therein if such Contract existed on the date hereof) or any Contract of a type described in Section 4.20; or (r) agree in writing or otherwise agreeto take, commit or resolve to take any of the actions described in Section 6.1(aSections 5.1(a) through Section 6.1(r)(v) above.