Common use of Covenants of Parent Clause in Contracts

Covenants of Parent. (a) Except (i) as set forth in Section 5.02(a) of the Parent Disclosure Letter, (ii) as required by applicable Law, (iii) as expressly required by this Agreement, or (iv) with the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), during the Pre-Closing Period, Parent shall, and shall cause each of its Subsidiaries to, (A) conduct its business and operations in all material respects in the ordinary course of business consistent with past practice and (B) use commercially reasonable efforts to preserve intact its current business organizations and its relationships with material customers, suppliers, licensors, licensees, distributors, Governmental Bodies and others having business relationships that are material to Parent or its Subsidiaries taken as a whole; provided, that no action by the Parent or any of its Subsidiaries to the extent expressly permitted by an exception to any of Section 5.02(b) shall be a breach of this Section 5.02(a). During the Pre-Closing Period, Parent shall, promptly upon learning of the same, notify the Company (A) of any Effect known to Parent that is reasonably likely, individually or taken together with all other Effects known to Parent, to result in a Parent Material Adverse Effect and (B) any matter reasonably likely to constitute a failure by Parent of any of the conditions contained in Section 7.03(a) or Section 7.03(b). (b) Except (i) as set forth on Section 5.02(b) of the Parent Disclosure Letter, (ii) as required by applicable Law, (iii) as expressly required by this Agreement, or (iv) with the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), during the Pre-Closing Period, Parent shall not and shall not permit any of its Subsidiaries, without the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), to: (i) declare, set aside or pay any dividends on or make other distributions in respect of any of its capital stock or shares, except: (A) for the declaration and payment of dividends by a direct or indirect wholly-owned Subsidiary of Parent solely to its parent; or (B) in connection with intercompany purchases of capital stock or share capital among one or more of the Company and its Subsidiaries; (ii) issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of (A) any shares of capital stock or other ownership interest in Parent or any of its Subsidiaries; (B) any securities convertible into or exchangeable or exercisable for any such shares or ownership interest; (C) any rights, warrants or options to acquire or with respect to any such shares or ownership interest or convertible or exchangeable securities; (D) any phantom equity or similar contractual rights; or (E) take any action to cause to be exercisable any otherwise unexercisable option under any existing share option plan except, in each case: (1) for issuances of Parent Shares in respect of (I) any exercise of Parent Options in accordance with their terms, (II) the exercise of any Parent ESPP Purchase Rights under the terms of the Parent ESPP, or (III) the vesting of or delivery of shares under Parent RSUs in accordance with their terms; (2) for transactions solely between or among Parent and its wholly-owned Subsidiaries; and (3) grants of Parent Options and Parent RSUs in the ordinary course of business under the Parent Equity Plans and the grant of purchase rights under the Parent ESPP in the ordinary course of business; (iii) amend, or propose to amend, or permit the adoption of any amendment to any of the Organizational Documents of Parent or any of its Subsidiaries; (iv) effect a reclassification of shares, stock split, reverse stock split or similar transaction with respect to any shares of capital stock or other ownership interest in Parent; (v) (A) merge or consolidate with any Person or (B) adopt a plan of complete or partial liquidation, dissolution, consolidation, restructuring or recapitalization of Parent or any of its “significant subsidiaries,” as defined in Rule 1-02(w) of Regulation S-X; provided, however, that the foregoing shall not prohibit internal reorganizations or consolidations involving wholly owned Subsidiaries of Parent that would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement; (vi) acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of the assets of any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets of any other Person, except for (A) the purchase of supplies and inventory from suppliers or vendors in the ordinary course of business consistent with past practice; and (B) transactions with a value of less than $500,000 in any single instance or $1,500,000 in the aggregate; (vii) change any of its financial or Tax accounting methods or practices in any respect, except as required by GAAP or Law; or (viii) agree or commit to take any of the actions described in clauses (i) through (vii) of this Section 5.02(b). Notwithstanding the foregoing, nothing in this Agreement is intended to give the Company, directly or indirectly, the right to control or direct the business or operations of Parent or any of its Subsidiaries at any time prior to the Effective Time. Prior to the Effective Time, Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its business and operations.

Covenants of Parent. Parent covenants and agrees as to itself and its Subsidiaries (aas applicable) Except that, from and after the date hereof and continuing until the Effective Time, except (i) as set forth in Section 5.02(a) of the Parent Disclosure Letterexpressly contemplated or permitted by this Agreement, (ii) as required by applicable Lawdescribed in Section 6.2 of the Parent Disclosure Schedules, (iii) as expressly required by this Agreement, applicable Law or (iv) with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed, withheld or conditioned), during the Pre-Closing Period, Parent shall, and shall cause ): (a) each of Parent and its Subsidiaries to, (A) shall conduct its business and operations in all material respects only in the ordinary course of business and, to the extent consistent with past practice therewith, it and (B) its Subsidiaries shall use commercially their respective reasonable best efforts to (i) preserve its business organization intact and maintain its current business organizations existing relations and its relationships goodwill with material customers, suppliers, licensors, licensees, distributors, Governmental Bodies creditors, lessors, employees and others having business relationships that are associates, (ii) maintain and keep material properties and assets in good repair and condition, (iii) maintain in effect all material governmental permits pursuant to which it currently operates and (iv) maintain and enforce all Parent Intellectual Property Rights; (b) Parent shall not (i) amend its Memorandum or its Subsidiaries taken as a whole; provided, that no action by Articles of Association or the Parent or comparable governing instruments of any of its Subsidiaries to except for such amendments that would not prevent or materially impair the extent expressly permitted by an exception to any of Section 5.02(b) shall be a breach of this Section 5.02(a). During the Pre-Closing Period, Parent shall, promptly upon learning consummation of the sametransactions contemplated by this Agreement or (ii) split, notify combine or reclassify its outstanding shares of capital stock without adjusting the Company (A) of any Effect known Merger Consideration pursuant to Parent that is reasonably likely, individually or taken together with all other Effects known to Parent, to result in a Parent Material Adverse Effect and (B) any matter reasonably likely to constitute a failure by Parent of any of the conditions contained in Section 7.03(a) or Section 7.03(b)3.4. (bc) Except (i) as set forth on Section 5.02(b) of the Parent Disclosure Letter, (ii) as required by applicable Law, (iii) as expressly required by this Agreement, or (iv) with the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), during the Pre-Closing Period, Parent shall not and shall cause its Significant Subsidiaries not permit any of its Subsidiariesto, without the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), to: (i) declare, set aside or pay any dividends on or make other distributions in respect of any of its capital stock or shares, except: (A) for the declaration and payment of dividends by a direct or indirect wholly-owned Subsidiary of Parent solely to its parent; or (B) in connection with intercompany purchases of capital stock or share capital among one or more of the Company and its Subsidiaries; (ii) issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of (A) any shares of capital stock or other ownership interest in Parent or any of its Subsidiaries; (B) any securities convertible into or exchangeable or exercisable for any such shares or ownership interest; (C) any rights, warrants or options to acquire or with respect to any such shares or ownership interest or convertible or exchangeable securities; (D) any phantom equity or similar contractual rights; or (E) take any action to cause to be exercisable any otherwise unexercisable option under any existing share option plan except, in each case: (1) for issuances of Parent Shares in respect of (I) any exercise of Parent Options in accordance with their terms, (II) the exercise of any Parent ESPP Purchase Rights under the terms of the Parent ESPP, or (III) the vesting of or delivery of shares under Parent RSUs in accordance with their terms; (2) for transactions solely between or among Parent and its wholly-owned Subsidiaries; and (3) grants of Parent Options and Parent RSUs in the ordinary course of business under the Parent Equity Plans and the grant of purchase rights under the Parent ESPP in the ordinary course of business; (iii) amend, or propose to amend, or permit the adoption of any amendment to any of the Organizational Documents of Parent or any of its Subsidiaries; (iv) effect a reclassification of shares, stock split, reverse stock split or similar transaction with respect to any shares of capital stock or other ownership interest in Parent; (v) (A) merge or consolidate with any Person or (B) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring recapitalization or recapitalization other similar reorganization; (d) neither Parent nor any of its Subsidiaries will declare, set aside or pay any dividend payable in cash, stock or property in respect of any capital stock, other than (i) dividends from direct or indirect wholly owned Subsidiaries of Parent or any of its “significant subsidiaries,” as defined Subsidiaries to Parent or any of its other wholly owned Subsidiaries, or (ii) regular quarterly dividends declared and paid in Rule 1-02(wthe ordinary course of business, with such increases or decreases, from time to time, in amounts that are consistent with past practice; (e) of Regulation S-X; providedParent shall not, however, that the foregoing and shall not prohibit internal reorganizations permit any of its Subsidiaries to, take any action that would, or consolidations involving wholly owned Subsidiaries of Parent that would not reasonably be expected to, (i) result in any of the conditions to prevent the Merger set forth in Article VIII not being satisfied or materially delay (ii) have a material adverse effect on the consummation ability of such party to consummate the transactions contemplated by this Agreement; (vif) acquire Parent shall not take any action to cause the Parent Ordinary Shares to cease to be admitted to trading on the TASE or agree the Parent ADSs evidenced by Parent ADRs to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of the assets of any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree cease to acquire any assets of any other Person, except be eligible for (A) the purchase of supplies and inventory from suppliers or vendors in the ordinary course of business consistent with past practice; and (B) transactions with a value of less than $500,000 in any single instance or $1,500,000 in the aggregate; (vii) change any of its financial or Tax accounting methods or practices in any respect, except as required by GAAP or Lawquotation on Nasdaq; or (viiig) agree or commit to take any of the actions described in clauses (i) through (vii) of this Section 5.02(b). Notwithstanding the foregoing, nothing in this Agreement is intended to give the Company, directly or indirectly, the right to control or direct the business or operations of neither Parent or nor any of its Subsidiaries at any time prior will authorize or enter into an agreement to do anything prohibited by the Effective Time. Prior to the Effective Time, Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its business and operationsforegoing.

Covenants of Parent. (a) Except as expressly provided in this Agreement, during the period from the date of this Agreement to the Effective Time, the Parent shall use commercially reasonably efforts to, and shall cause its Subsidiaries to use commercially reasonable efforts to, (i) maintain and preserve intact its business organization, properties, leases, employees and advantageous business relationships and retain the services of its officers and key employees, (ii) take no action which would adversely affect or delay the ability of the Company or Parent to perform it covenants and agreements on a timely basis under this Agreement, and (iii) take no action which would adversely affect or delay the ability of the Company or Parent to obtain any necessary approvals, consents or waivers of any governmental authority required for the transactions contemplated hereby or which would reasonably be expected to result in any such approvals, consents or waivers containing any material condition or restriction. Without limiting the generality of the foregoing, and except as set forth in Section 5.02(a) 5.2 of the Parent Disclosure Letter, (ii) Schedule or as required by applicable Law, (iii) as expressly required otherwise specifically provided by this Agreement, Agreement or (iv) with the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), during the Pre-Closing Period, Parent shall, and shall cause each of its Subsidiaries to, (A) conduct its business and operations consented to in all material respects in the ordinary course of business consistent with past practice and (B) use commercially reasonable efforts to preserve intact its current business organizations and its relationships with material customers, suppliers, licensors, licensees, distributors, Governmental Bodies and others having business relationships that are material to Parent or its Subsidiaries taken as a whole; provided, that no action writing by the Parent or any of its Subsidiaries to the extent expressly permitted by an exception to any of Section 5.02(b) shall be a breach of this Section 5.02(a). During the Pre-Closing Period, Parent shall, promptly upon learning of the same, notify the Company (A) of any Effect known to Parent that is reasonably likely, individually or taken together with all other Effects known to Parent, to result in a Parent Material Adverse Effect and (B) any matter reasonably likely to constitute a failure by Parent of any of the conditions contained in Section 7.03(a) or Section 7.03(b). (b) Except (i) as set forth on Section 5.02(b) of the Parent Disclosure Letter, (ii) as required by applicable Law, (iii) as expressly required by this Agreement, or (iv) with the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), during the Pre-Closing PeriodCompany, Parent shall not not, and shall not permit any of its Subsidiaries, without the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), Subsidiaries to: (ia) declare, set aside take any action that is intended or pay any dividends on or make other distributions may reasonably be expected to result in respect of any of its capital stock or shares, except:the conditions to the Merger set forth in Article VII not being satisfied; (Ab) for the declaration and payment change its methods of dividends accounting in effect at December 31, 2003, except in accordance with changes in GAAP or regulatory accounting principles as concurred with by a direct or indirect wholly-owned Subsidiary of Parent solely to its parentParent’s independent auditors; or (Bc) in connection with intercompany purchases of capital stock or share capital among one or more of the Company and its Subsidiaries; (ii) issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of (A) any shares of capital stock or other ownership interest in Parent or any of its Subsidiaries; (B) any securities convertible into or exchangeable or exercisable for any such shares or ownership interest; (C) any rights, warrants or options agree to acquire or with respect to any such shares or ownership interest or convertible or exchangeable securities; (D) any phantom equity or similar contractual rights; or (E) take any action to cause to be exercisable any otherwise unexercisable option under any existing share option plan except, in each case: (1) for issuances of Parent Shares in respect of (I) any exercise of Parent Options in accordance with their terms, (II) the exercise of any Parent ESPP Purchase Rights under the terms of the Parent ESPP, or (III) the vesting of or delivery of shares under Parent RSUs in accordance with their terms; (2) for transactions solely between or among Parent and its wholly-owned Subsidiaries; and (3) grants of Parent Options and Parent RSUs in the ordinary course of business under the Parent Equity Plans and the grant of purchase rights under the Parent ESPP in the ordinary course of business; (iii) amend, or propose to amend, or permit the adoption of any amendment to do any of the Organizational Documents foregoing. Nothing set forth in this Agreement shall be construed: (i) to preclude Parent from acquiring, or to limit in any way the right of Parent or any of its Subsidiaries; (iv) effect a reclassification of shares, stock split, reverse stock split or similar transaction with respect to any shares of capital stock or other ownership interest in Parent; (v) (A) merge or consolidate with any Person or (B) adopt a plan of complete or partial liquidation, dissolution, consolidation, restructuring or recapitalization of Parent or any of its “significant subsidiaries,” as defined in Rule 1-02(w) of Regulation S-X; provided, however, that the foregoing shall not prohibit internal reorganizations or consolidations involving wholly owned Subsidiaries of Parent that would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement; (vi) acquire or agree to acquire, by merging prior to or consolidating withfollowing the Effective Time, by purchasing an equity interest in the stock or a portion of the assets of any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets of any other Personfinancial services institution or other corporation or entity, except for whether by issuance or exchange of Parent Common Stock or otherwise; (Aii) the purchase of supplies and inventory to preclude Parent from suppliers issuing, or vendors in the ordinary course of business consistent with past practice; and (B) transactions with a value of less than $500,000 to limit in any single instance or $1,500,000 in the aggregate; (vii) change any of its financial or Tax accounting methods or practices in any respect, except as required by GAAP or Law; or (viii) agree or commit to take any of the actions described in clauses (i) through (vii) of this Section 5.02(b). Notwithstanding the foregoing, nothing in this Agreement is intended to give the Company, directly or indirectly, way the right to control or direct the business or operations of Parent or any of its Subsidiaries at any time to issue, prior to the Effective Time. Prior to or following the Effective Time, Parent shall exerciseCommon Stock, consistent with Parent Preferred Stock or any other equity or debt securities; or (iii) to preclude Parent from taking, or to limit in any way the right of Parent to take, any other action not expressly and specifically prohibited by the terms and conditions of this Agreement, complete control and supervision over its business and operations.

Covenants of Parent. (a) Except (i) as set forth in Section 5.02(a) of the Parent Disclosure Letter, (ii) as required by applicable Law, (iii) for any action taken, or omitted to be taken, pursuant to COVID-19 Measures, (iv) as expressly required or otherwise contemplated or permitted by this Agreement, Agreement or (ivv) with the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), during the Pre-Closing Period, Parent shall, and shall cause each of its Subsidiaries to, (A) conduct carry on its business and operations in all material respects in the ordinary course of business consistent with past practice and (B) use its commercially reasonable efforts to preserve intact its current business organizations organizations, keep available the services of its current officers, employees and consultants and preserve its relationships with material customers, suppliers, licensors, licensees, distributors, Governmental Bodies distributors and others having material business relationships dealings with it (it being understood that are material to Parent or its Subsidiaries taken as a whole; provided, that no action by the Parent or any of its Subsidiaries with respect to the extent expressly permitted matters specifically addressed by an exception to any provision of Section 5.02(b) ), such specific provisions shall be a breach govern over the more general provision of this Section 5.02(a). During the Pre-Closing Period, Parent shall, promptly upon learning of the same, notify the Company (A) of any Effect known to Parent that is reasonably likely, individually or taken together with all other Effects known to Parent, to result in a Parent Material Adverse Effect and (B) any matter reasonably likely to constitute a failure by Parent of any of the conditions contained in Section 7.03(a) or Section 7.03(b). (b) Except (i) During the Pre-Closing Period and except as set forth on Section 5.02(b) of the Parent Disclosure Letter, (ii) any action taken, or omitted to be taken, pursuant to COVID-19 Measures, or (iii) as required by or otherwise contemplated or permitted under this Agreement or as required by applicable Law, (iii) as expressly required by this Agreement, or (iv) with the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), during the Pre-Closing Period, Parent shall not and shall not permit any of its Subsidiaries, without the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), to: (i) declare, set aside or pay any dividends on or make other distributions in respect of any of its capital stock or shares, except: (A) for the declaration and payment of dividends by a direct or indirect wholly-owned Subsidiary of Parent solely to its parent; or (B) in connection with intercompany purchases of capital stock or share capital among one or more of the Company and its Subsidiaries; (ii) issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of (A) any shares of capital stock or other ownership interest in Parent or any of its Subsidiaries; (B) any securities convertible into or exchangeable or exercisable for any such shares or ownership interest; (C) any rights, warrants or options to acquire or with respect to any such shares or ownership interest or convertible or exchangeable securities; (D) any phantom equity or similar contractual rights; or (E) take any action to cause to be exercisable any otherwise unexercisable option under any existing share option plan except, in each case: (1) for issuances of Parent Shares in respect of (I) any exercise of Parent Options in accordance with their terms, (II) the exercise of any Parent ESPP Purchase Rights under the terms of the Parent ESPP, or (III) the vesting of or delivery of shares under Parent RSUs in accordance with their terms; (2) for transactions solely between or among Parent and its wholly-owned Subsidiaries; and (3) grants of Parent Options and Parent RSUs in the ordinary course of business under the Parent Equity Plans and the grant of purchase rights under the Parent ESPP in the ordinary course of business; (iii) amend, or propose to amend, amend or permit the adoption of any amendment to any its certificate of the Organizational Documents of Parent incorporation and bylaws or any of its Subsidiariesother organizational documents; (iv) effect a reclassification of shares, stock split, reverse stock split or similar transaction with respect to any shares of capital stock or other ownership interest in Parent; (v) (A) merge or consolidate with any Person or (Bii) adopt a plan or agreement of complete or partial liquidation, liquidation or dissolution, consolidation, restructuring or recapitalization of Parent or any of its “significant subsidiaries,” as defined in Rule 1-02(w) of Regulation S-X; provided, however, that the foregoing shall not prohibit internal reorganizations or consolidations involving wholly owned Subsidiaries of Parent that would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement; (vi) acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of the assets of any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets of any other Person, except for (A) the purchase of supplies and inventory from suppliers or vendors in the ordinary course of business consistent with past practice; and (B) transactions with a value of less than $500,000 in any single instance or $1,500,000 in the aggregate; (vii) change any of its financial or Tax accounting methods or practices in any respect, except as required by GAAP or Law; or (viiiiii) authorize any of, or agree or commit to take take, any of the actions described in clauses (i) through (viiiv) of this Section 5.02(b). Notwithstanding . (c) Parent shall promptly notify the foregoingCompany (1) of any Parent Material Adverse Effect of which it has Knowledge and (2) upon having Knowledge of any matter reasonably likely to result in any of the conditions contained in Section 7.03(a) not being satisfied; provided, nothing however, that the delivery of any notice pursuant to this Section 5.02 shall not cure any breach of any representation, warranty, covenant or agreement contained in this Agreement is intended or otherwise limit or affect the remedies available hereunder to give the Company, directly or indirectly, the right to control or direct the business or operations of Parent or any of its Subsidiaries at any time prior to the Effective Time. Prior to the Effective Time, Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its business and operationsparty.

Covenants of Parent. (a) Except (i) as set forth provided in Section 5.02(a4.2(a) of the Parent Disclosure Letter, (ii) as required by applicable Law, (iii) as expressly required contemplated by this Agreement, or (iv) with the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), during or (v) for the Pre-Closing Periodcapital expenditures provided for in Parent’s capital budget (“Parent Budget”), a correct and complete copy of which is set forth on Section 4.2(a) of the Parent Disclosure Letter, Parent shall, and (which for purposes of this Section 4.2 shall cause each of its Subsidiaries to, include the Parent Subsidiaries) shall (A) use reasonable best efforts to conduct its the business and operations of Parent and the Parent Subsidiaries in all material respects in the ordinary course of business consistent with past practice and (B) use commercially reasonable efforts to (x) preserve intact its the current business organizations of Parent and its relationships the Parent Subsidiaries in all material respects, and (y) maintain their existing material relations and goodwill with material customersGovernmental Entities, key employees, lessors, suppliers, licensorscustomers, licenseesregulators, distributors, Governmental Bodies landlords, creditors, licensors, licensees and others other Persons having material business relationships that are material to Parent or its Subsidiaries taken as a whole; provided, that no action by the Parent or any of its Subsidiaries to the extent expressly permitted by an exception to any of Section 5.02(b) shall be a breach of this Section 5.02(a). During the Pre-Closing Period, Parent shall, promptly upon learning of the same, notify the Company (A) of any Effect known to Parent that is reasonably likely, individually or taken together with all other Effects known to Parent, to result in a Parent Material Adverse Effect and (B) any matter reasonably likely to constitute a failure by Parent of any of the conditions contained in Section 7.03(a) or Section 7.03(b)them. (b) Except (iv) as expressly contemplated by this Agreement, (x) for the capital expenditures provided for in the Parent Budget, (y) as set forth on Section 5.02(b4.2(b) of the Parent Disclosure Letter, Letter or (iiz) as required by applicable Law, (iii) as expressly required by this Agreement, or (iv) with the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), during the Pre-Closing Period, Parent shall not and shall not permit any of its the Parent Subsidiaries, without the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), and which for purposes solely of this Section 4.2 may consist of an email consent from an executive officer of the Company) to: (i) declare, establish a record date for, set aside or pay any dividends on on, or make any other distributions distribution in respect of any of its outstanding capital stock of, or sharesother equity interests in, except: or other securities or obligations convertible (Awhether currently convertible or convertible only after the passage of time or the occurrence of specific events) into or exchangeable for the declaration and payment of dividends by a direct or indirect wholly-owned Subsidiary of Parent solely to its parent; or (B) in connection with intercompany purchases any shares of capital stock or share capital among one or more of, Parent (excluding, for the avoidance of the Company and its Subsidiariesdoubt, stock buybacks), except for regular quarterly cash dividends payable by Parent in respect of shares of Parent Common Stock (including increases that are materially consistent with past practice); (ii) issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of (A) any shares of capital stock or other ownership interest in Parent or any of its Subsidiaries; (B) any securities convertible into or exchangeable or exercisable for any such shares or ownership interest; (C) any rights, warrants or options to acquire or with respect to any such shares or ownership interest or convertible or exchangeable securities; (D) any phantom equity or similar contractual rights; or (E) take any action to cause to be exercisable any otherwise unexercisable option under any existing share option plan except, in each case: (1) for issuances of Parent Shares in respect of (I) any exercise of Parent Options in accordance with their terms, (II) the exercise of any Parent ESPP Purchase Rights under the terms of the Parent ESPP, or (III) the vesting of or delivery of shares under Parent RSUs in accordance with their terms; (2) for transactions solely between or among Parent and its wholly-owned Subsidiaries; and (3) grants of Parent Options and Parent RSUs in the ordinary course of business under the Parent Equity Plans and the grant of purchase rights under the Parent ESPP in the ordinary course of business; (iii) amend, or propose to amend, amend or permit the adoption of any amendment to any of the Parent Organizational Documents of Parent in any manner that would be materially adverse to the Company or any of its Subsidiariesthe Company Stockholders; (iviii) effect a reclassification of sharesconsummate, stock splitauthorize, reverse stock split recommend, propose or similar transaction with respect announce any intention to any shares of capital stock or other ownership interest in Parent; (v) (A) merge or consolidate with any Person or (B) adopt a plan of complete or partial liquidation, dissolution, consolidation, restructuring liquidation or recapitalization dissolution of Parent or a restructuring, recapitalization or other reorganization of Parent; (iv) take any of its “significant subsidiaries,” as defined in Rule 1-02(w) of Regulation S-X; providedaction, howevercause any action to be taken, that the foregoing shall not prohibit internal reorganizations knowingly fail to take any action or consolidations involving wholly owned Subsidiaries of Parent that knowingly fail to cause any action to be taken, which action or failure to act would not prevent or impede, or could reasonably be expected to prevent or materially delay impede, the consummation Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the transactions contemplated by this Agreement; (vi) acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of the assets of any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets of any other Person, except for (A) the purchase of supplies and inventory from suppliers or vendors in the ordinary course of business consistent with past practice; and (B) transactions with a value of less than $500,000 in any single instance or $1,500,000 in the aggregate; (vii) change any of its financial or Tax accounting methods or practices in any respect, except as required by GAAP or LawCode; or (viiiv) agree agree, resolve or commit to take any of the actions described in clauses (i) through (vii) of action that is prohibited by this Section 5.02(b). Notwithstanding the foregoing, nothing in this Agreement is intended to give the Company, directly or indirectly, the right to control or direct the business or operations of Parent or any of its Subsidiaries at any time prior to the Effective Time. Prior to the Effective Time, Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its business and operations4.2.

Covenants of Parent. (a) Except (i) as set forth in Section 5.02(a6.02(a) of the Parent Disclosure Letter, (ii) as required or prohibited by applicable Law, (iii) for any action taken, or omitted to be taken, in response or pursuant to COVID-19 Measures, (iv) as expressly permitted or required by this Agreement, Agreement or (ivv) with the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), during the Pre-Closing Period, Parent shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to (A) conduct carry on its business and operations in all material respects in the ordinary course of business consistent with past practice in all material respects, and (B) use commercially reasonable efforts to preserve intact its current business organizations and its relationships with material customers, suppliers, licensors, licensees, distributors, Governmental Bodies and others having business relationships that are material to Parent or its Subsidiaries taken as a whole; provided, that (i) no action by the Parent or any of its Subsidiaries to the extent expressly permitted by an exception to any of Section 5.02(b6.02(b) shall be a breach of this sentence and (ii) Parent’s or any of its Subsidiaries’ failure to take any action prohibited by any of Section 5.02(a). During the Pre-Closing Period, Parent shall, promptly upon learning 6.02(b) by virtue of the same, notify the Company (A) Company’s failure to consent to such action shall not be deemed to be a breach of any Effect known to Parent that is reasonably likely, individually or taken together with all other Effects known to Parent, to result in a Parent Material Adverse Effect and (B) any matter reasonably likely to constitute a failure by Parent of any of the conditions contained in this Section 7.03(a) or Section 7.03(b6.02(a). (b) Except Without limiting the generality of Section 6.02(a), during the Pre-Closing Period and except (i) as set forth on in Section 5.02(b6.02(b) of the Parent Disclosure Letter, (ii) as required or prohibited by applicable Law, (iii) for any action taken, or omitted to be taken, in response or pursuant to COVID-19 Measures, (iv) as expressly permitted or required by this Agreement, Agreement or (ivv) with the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), during the Pre-Closing Period, Parent shall not and shall cause its Subsidiaries not permit any of its Subsidiaries, without the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), to: (i) (1) declare, set aside aside, establish a record date for or pay any dividends on or make other distributions (whether in cash, stock or property) in respect of any Parent Capital Stock or any other equity securities of the Company or its capital stock Subsidiaries or shares(2) directly or indirectly redeem, repurchase or otherwise acquire any shares of Parent Capital Stock or Parent Equity Awards with respect thereto, except: , in each case, (A) for the declaration and payment of dividends or distributions by a direct or indirect wholly-wholly owned Subsidiary of Parent solely to its parent; or , (B) any forfeitures or repurchases of unvested Parent Options and other Parent Equity Awards granted under the Parent Equity Plans and solely in connection accordance with intercompany purchases of capital stock or share capital among one or more the terms thereof as in effect as of the Company and its Subsidiariesdate hereof, (C) to satisfy any applicable Tax withholding in respect of the exercise (with respect to Parent Option Awards), vesting, settlement of any Parent Equity Award or (D) as set forth on Section 6.02(b) of the Parent Disclosure Letter; (ii) issue, sell, pledge, dispose of or otherwise encumber, or authorize the issuance, sale, pledge, disposition or other encumbrance of of, or make or exercise any option to purchase with respect to, (A1) any shares of capital stock or other ownership interest in Parent Capital Stock or any equity securities of its Subsidiaries; Parent’s subsidiaries, (B2) any securities convertible into or exchangeable or exercisable for any such shares or ownership interest; , (C3) any phantom equity or similar contractual rights or (4) any rights, warrants or options to acquire or with respect to any such shares or ownership interest or convertible or securities exchangeable securities; (D) any phantom equity or similar contractual rights; or (E) take any action to cause to be exercisable any otherwise unexercisable option under any existing share option plan exceptinto such shares, except in each case: (A) for issuances not to exceed 1% of Parent’s fully diluted shares of capital stock in the aggregate, (B) for grants of Parent Equity Awards in the ordinary course of business consistent with past practice, (C) for issuances of shares of Parent Common Stock in respect of any exercise of Parent Options existing as of the date hereof or granted in compliance with this Agreement, (D) for issuances of Parent Shares in respect of (I) any exercise Common Stock upon the vesting of Parent Options Equity Awards (and dividend equivalents thereon, if applicable) outstanding prior to the date hereof or issued after the date hereof in compliance with this Agreement, in each case in accordance with their respective terms), (II) the exercise of any Parent ESPP Purchase Rights under the terms of the Parent ESPP, or (III) the vesting of or delivery of shares under Parent RSUs in accordance with their terms; (2E) for transactions solely between or among Parent and its wholly-wholly owned Subsidiaries; , and (3F) grants Liens on any equity securities of Parent Options and Parent RSUs in Parent’s subsidiaries under Parent’s principal credit facility as of the ordinary course of business under the Parent Equity Plans and the grant of purchase rights under the Parent ESPP in the ordinary course of businessdate hereof; (iii) other than as expressly permitted or required by this Agreement in furtherance of the Contemplated Transactions, amend, or propose to amend, or permit the adoption of any amendment to amend any of the Parent’s Organizational Documents (including by merger, consolidation or otherwise) or the comparable charter or organization documents of Parent or any of its SubsidiariesSubsidiaries or adopt a stockholders’ rights plan or similar plan, or enter into any agreement with respect to the voting of its capital stock; (iv) effect a recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction with or authorize the issuance of any other securities in respect to any of, in lieu of, or in substitution for shares of its capital stock or other ownership interest in Parentstock; (v) (A) merge or consolidate with any Person or (B) adopt a plan of complete or partial liquidation, dissolution, consolidation, restructuring or recapitalization of Parent or any of its “significant subsidiaries,” as defined in Rule 1-02(w) of Regulation S-X; provided, however, that the foregoing shall not prohibit internal reorganizations or consolidations involving wholly owned Subsidiaries of Parent that would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement;or (vi) acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of the assets of any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets of any other Person, except for the (A) the purchase of supplies and inventory from suppliers or vendors in the ordinary course of business consistent with past practice; and practice with respect to strategic initiatives in preparation for post-Closing integration, (B) transactions with a value of less than acquisitions for consideration in an amount not to exceed $500,000 in any single instance or $1,500,000 2 million in the aggregateaggregate or (C) transactions (1) solely among Parent and one or more of its wholly owned Subsidiaries or (2) solely among the Parent’s wholly owned Subsidiaries; (vii) change any of its financial or Tax accounting methods or practices in any respectauthorize, except as required by GAAP or Law; or (viii) agree or commit to take any of the actions described in clauses (iSection 6.02(b)(i) through (vii) of this Section 5.02(b6.02(b)(vi). Notwithstanding the foregoing, nothing in this Agreement is intended to give the Company, directly or indirectly, the right to control or direct the business or operations of Parent or any of its Subsidiaries at any time prior to the Effective Time. Prior to the Effective Time, Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its business and operations.

Covenants of Parent. (a) Except (i) as set forth in Section 5.02(a) During the period from the date of this Agreement and continuing until the Parent Disclosure LetterEffective Time, (ii) as required by applicable Law, (iii) except as expressly required contemplated or permitted by this Agreement, Agreement or (iv) with the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), during the Pre-Closing PeriodCompany, Parent shall, shall use its reasonable best efforts to (x) preserve its business organization and shall cause each that of its Subsidiaries tointact, (Ay) conduct keep available to itself the present services of the current officers and employees of Parent and its business and operations in all material respects in the ordinary course of business consistent with past practice Subsidiaries and (Bz) use commercially reasonable efforts to preserve intact its current for itself the existing business organizations relationships and the goodwill of the customers, vendors and distributors of Parent and its relationships with material customers, suppliers, licensors, licensees, distributors, Governmental Bodies Subsidiaries and others having with whom business relationships that are material to Parent or its Subsidiaries taken as a whole; provided, that no action by exist. Without limiting the Parent or any of its Subsidiaries to the extent expressly permitted by an exception to any of Section 5.02(b) shall be a breach of this Section 5.02(a). During the Pre-Closing Period, Parent shall, promptly upon learning generality of the sameforegoing, notify the Company (A) of any Effect known to Parent that is reasonably likely, individually or taken together with all other Effects known to Parent, to result in a Parent Material Adverse Effect and (B) any matter reasonably likely to constitute a failure by Parent of any of the conditions contained in Section 7.03(a) or Section 7.03(b). (b) Except (i) except as set forth on in Section 5.02(b) 5.2 of the Parent Disclosure Letter, (ii) Schedule or as required by applicable Law, (iii) as expressly required otherwise contemplated by this Agreement, Agreement or (iv) with consented to in writing by the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), during the Pre-Closing PeriodCompany, Parent shall not not, and shall not permit any of its Subsidiaries, without the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), Subsidiaries to: (ia) declare, set aside declare or pay any dividends on or make any other distributions in respect of any of its capital stock stock, other than (i) dividends from one Subsidiary to another Subsidiary or sharesto Parent, except:and (ii) regular dividends in respect of shares of Parent Series B Preferred Stock and Parent Series C Preferred Stock; (Ab) take any action or fail to take any action that is intended or may reasonably be expected to result in any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect, or in any of the conditions to the Merger set forth in Article VII not being satisfied on a timely basis; (c) change its methods of accounting in effect at December 31, 2003 except as required by changes in GAAP as concurred to by Parent's independent auditors; (i) amend the certificate of incorporation of Parent (except to authorize additional common shares) or (ii) amend the Certificate of Incorporation of Merger Sub; (e) take or cause to be taken, or fail to take or cause to be taken, any action which would reasonably be expected to disqualify the Merger as a tax free reorganization under Section 368(a) of the Code; (f) enter into any agreement to acquire or purchase (whether by merger, acquisition of equity or assets, joint venture or otherwise) any Person or any interest in any Person if such acquisition or purchase would cause a material delay in or prevent the receipt of any antitrust or competition law approval necessary for the declaration and payment consummation of dividends by a direct or indirect wholly-owned Subsidiary of the Merger, unless prior to taking such action Parent solely reasonably determines that such action would not be reasonably expected to its parentcause such effect; or (Bg) in connection with intercompany purchases of capital stock or share capital among one or more of the Company and its Subsidiaries; (ii) issue, sell, pledge, dispose of or encumberauthorize, or authorize the issuance, sale, pledge, disposition commit or encumbrance of (A) any shares of capital stock or other ownership interest in Parent or any of its Subsidiaries; (B) any securities convertible into or exchangeable or exercisable for any such shares or ownership interest; (C) any rights, warrants or options agree to acquire or with respect to any such shares or ownership interest or convertible or exchangeable securities; (D) any phantom equity or similar contractual rights; or (E) take any action to cause to be exercisable any otherwise unexercisable option under any existing share option plan except, in each case: (1) for issuances of Parent Shares in respect of (I) any exercise of Parent Options in accordance with their terms, (II) the exercise of any Parent ESPP Purchase Rights under the terms of the Parent ESPP, or (III) the vesting of or delivery of shares under Parent RSUs in accordance with their terms; (2) for transactions solely between or among Parent and its wholly-owned Subsidiaries; and (3) grants of Parent Options and Parent RSUs in the ordinary course of business under the Parent Equity Plans and the grant of purchase rights under the Parent ESPP in the ordinary course of business; (iii) amend, or propose to amend, or permit the adoption of any amendment to do any of the Organizational Documents of Parent or any of its Subsidiaries; (iv) effect a reclassification of shares, stock split, reverse stock split or similar transaction with respect to any shares of capital stock or other ownership interest in Parent; (v) (A) merge or consolidate with any Person or (B) adopt a plan of complete or partial liquidation, dissolution, consolidation, restructuring or recapitalization of Parent or any of its “significant subsidiaries,” as defined in Rule 1-02(w) of Regulation S-X; provided, however, that the foregoing shall not prohibit internal reorganizations or consolidations involving wholly owned Subsidiaries of Parent that would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement; (vi) acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of the assets of any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets of any other Person, except for (A) the purchase of supplies and inventory from suppliers or vendors in the ordinary course of business consistent with past practice; and (B) transactions with a value of less than $500,000 in any single instance or $1,500,000 in the aggregate; (vii) change any of its financial or Tax accounting methods or practices in any respect, except as required by GAAP or Law; or (viii) agree or commit to take any of the actions described in clauses (i) through (vii) of this Section 5.02(b). Notwithstanding the foregoing, nothing in this Agreement is intended to give the Company, directly or indirectly, the right to control or direct the business or operations of Parent or any of its Subsidiaries at any time prior to the Effective Time. Prior to the Effective Time, Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its business and operations.

Covenants of Parent. (a) Except (i) as set forth provided in Section 5.02(a4.2(a) of the Parent Disclosure Letter, (ii) as required by applicable Law, (iii) as expressly required or permitted by this Agreement, Agreement or (iv) with the prior written consent of the Company (which consent shall will not be unreasonably withheld, conditioned or delayed, withheld or conditioned), during the Pre-Closing Period, Parent shall, shall and shall cause each of its the Parent Subsidiaries to, to (A) conduct its the business and operations of Parent and the Parent Subsidiaries, taken as a whole, in all material respects in the ordinary course of business consistent with past practice and (B) use commercially reasonable efforts to (v) preserve intact its the current business organizations of Parent and its relationships the Parent Subsidiaries, (w) maintain in effect all existing material Parent Permits, (x) maintain their assets and properties in good working order and condition, ordinary wear and tear excepted, and (y) maintain their existing relations and goodwill with material customersall Governmental Entities, key employees, lessors, suppliers, licensorscustomers, licenseesregulators, distributors, Governmental Bodies landlords, creditors, licensors, licensees and others other Persons having business relationships that are material to Parent or its Subsidiaries taken as a whole; provided, that no action by the Parent or any of its Subsidiaries to the extent expressly permitted by an exception to any of Section 5.02(b) shall be a breach of this Section 5.02(a). During the Pre-Closing Period, Parent shall, promptly upon learning of the same, notify the Company (A) of any Effect known to Parent that is reasonably likely, individually or taken together with all other Effects known to Parent, to result in a Parent Material Adverse Effect and (B) any matter reasonably likely to constitute a failure by Parent of any of the conditions contained in Section 7.03(a) or Section 7.03(b)them. (b) Except (ix) as expressly contemplated by this Agreement or as set forth on the corresponding subsection of Section 5.02(b4.2(b) of the Parent Disclosure Letter, Letter or (iiy) as required by applicable Law, (iii) as expressly required by this Agreement, or (iv) with the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), during the Pre-Closing Period, Parent shall not and shall not permit any of its the Parent Subsidiaries, without the prior written consent of the Company (which consent shall will not be unreasonably withheld, conditioned or delayed, withheld or conditioned), ) to: (i) (A) declare, establish a record date for, set aside or pay any dividends on on, or make any other distributions distribution in respect of any of its outstanding capital stock of, or sharesother equity interests in, except: or other securities or obligations convertible (Awhether currently convertible or convertible only after the passage of time or the occurrence of specific events) into or exchangeable for any shares of capital stock of, Parent or any of the declaration Parent Subsidiaries, except for (1) dividends and payment of dividends distributions by a direct or indirect wholly-owned Subsidiary of Parent solely or by a wholly-owned Subsidiary of OpCo LLC to its parentParent, OpCo LLC or another wholly-owned Subsidiary of Parent or OpCo LLC, (2) dividends and distributions by a portfolio company of Parent or OpCo LLC to the members of such portfolio company, (3) (x) regular quarterly cash dividends payable by Parent in respect of shares of Parent Class A Common Stock not exceeding $0.12 per share of Parent Class A Common Stock per quarter and (y) corresponding cash distributions by OpCo LLC on the OpCo LLC Units in an amount sufficient for Parent to make such quarterly cash dividends on shares of Parent Class A Common Stock, in each case, with customary record and payment dates and (4) tax distributions in accordance with Section 5.2 of the OpCo LLC Agreement determined in a manner consistent with past practice; or (B) split, combine or reclassify any capital stock of, or other equity interests in, or issue or authorize or propose the issuance of any other securities in connection respect of, in lieu of or in substitution for equity interests in Parent or any of the Parent Subsidiaries other than, in each case, in respect of an exchange of OpCo LLC Units (together with intercompany purchases the same number of shares of Parent Class B Common Stock) in accordance with the Parent Organizational Documents and the OpCo LLC Agreement; or (C) purchase, redeem or otherwise acquire, or offer to purchase, redeem or otherwise acquire, any capital stock of, or other equity interests in, Parent or any of the Parent Subsidiaries, except (I) as required by the terms of any capital stock or share capital among one equity interest of any Parent Subsidiary or more any Parent Benefit Plan as in effect as of the Company date hereof, (II) in respect of any equity compensation awards granted by Parent, in each case, outstanding as of the date hereof, or issued after the date hereof in accordance with this Agreement, in accordance with the terms of a Parent Incentive Plans and its Subsidiariesapplicable award agreements, (III) for exchanges or redemptions of OpCo LLC Units (together with the same number of shares of Parent Class B Common Stock) in accordance with the Parent Organizational Documents and the OpCo LLC Agreement, (IV) repurchases of equity interests (other than equity compensation awards) in any of the Parent Subsidiaries by such Parent Subsidiary in accordance with the organizational documents of such Parent Subsidiary and applicable award agreements and (V) repurchases of Parent Class A Common Stock, Parent Class B Common Stock or OpCo LLC Units pursuant to any applicable stock repurchase program authorized as of the date hereof; (ii) except for (A) issuances of Parent Restricted Stock, Parent RSUs or Parent PSUs pursuant to the terms of the Parent Incentive Plans in the ordinary course of business consistent with past practice or issuances of shares of Parent Common Stock (x) in respect of settlement of any equity compensation awards granted by Parent, in each case, outstanding on the date hereof or (y) issued as a dividend in accordance with Section 4.2(b)(i), (B) the sale of shares of Parent Common Stock issued pursuant to the settlement of any equity compensation awards granted by Parent, in each case, if necessary to effectuate the withholding of Taxes, (C) transactions solely between or among Parent and any wholly-owned Subsidiary of Parent or OpCo LLC, and (D) issuances in connection with an exchange or redemption of OpCo LLC Units (together with shares of Parent Class B Common Stock) in accordance with the Parent Organizational Documents and the OpCo LLC Agreement, issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of encumber (Ax) any shares of its capital stock or other ownership interest in Parent or any of its the Parent Subsidiaries; , (By) any securities convertible into or exchangeable or exercisable for any such shares or ownership interest; interest and (Cz) any rights, warrants or options to acquire or with respect to any such shares or of capital stock, ownership interest or convertible or exchangeable securities; (D) any phantom equity or similar contractual rights; or (E) take any action to cause to be exercisable any otherwise unexercisable option under any existing share option plan except, in each case: (1) for issuances of Parent Shares in respect of (I) any exercise of Parent Options in accordance with their terms, (II) the exercise of any Parent ESPP Purchase Rights under the terms of the Parent ESPP, or (III) the vesting of or delivery of shares under Parent RSUs in accordance with their terms; (2) for transactions solely between or among Parent and its wholly-owned Subsidiaries; and (3) grants of Parent Options and Parent RSUs in the ordinary course of business under the Parent Equity Plans and the grant of purchase rights under the Parent ESPP in the ordinary course of business; (iii) amend, or propose to amend, amend or permit the adoption of any amendment to any the Parent Organizational Documents, the organizational documents of OpCo LLC or the Organizational Documents of Parent or any of its SubsidiariesManagement Agreement; (iv) effect a reclassification of shares, stock split, reverse stock split or similar transaction with respect to any shares of capital stock or other ownership interest in Parent; (v) (A) merge or consolidate with any Person or (B) adopt a plan of complete or partial liquidation, dissolution, consolidation, restructuring or recapitalization of Parent or any of its “significant subsidiaries,” as defined in Rule 1-02(w) of Regulation S-X; provided, however, that the foregoing shall not prohibit internal reorganizations or consolidations involving wholly owned Subsidiaries of Parent that would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement; (vi) acquire or agree to acquire, acquire (including by merging or consolidating with, by purchasing an any equity interest in or a substantial portion of the assets of of, exchanging, licensing or by any other manner), any Oil and Gas Properties, properties, assets, business or any corporation, partnership, association or other business organization or division thereof, in each case other than (1) acquisitions of inventory or otherwise acquire or agree to acquire any assets of any other Person, except for (A) the purchase of supplies and inventory from suppliers or vendors equipment in the ordinary course of business consistent with past practice; practice or pursuant to existing Contracts, (2) transactions solely between Parent and any wholly-owned Subsidiary of Parent or OpCo LLC or solely among wholly-owned Subsidiaries of Parent or OpCo LLC or (3) acquisitions for which the consideration is $250,000,000 in the aggregate or less; (v) sell, lease, swap, exchange, transfer, farmout, license, abandon, permit to lapse, discontinue or otherwise dispose of, or agree to sell, lease, swap, exchange, transfer, farmout, license, abandon, permit to lapse, discontinue or otherwise dispose of, any of its assets (including any intangible assets, such as Intellectual Property) or properties (including any Oil and Gas Properties), other than (A) pursuant to a Contract of Parent or any of the Parent Subsidiaries in effect on the date of this Agreement and listed in Section 4.2(b)(v) of the Parent Disclosure Letter, (B) transactions with a between Parent and any wholly-owned Subsidiary of Parent or OpCo LLC or among wholly-owned Subsidiaries of Parent or OpCo LLC, (C) sales, leases, swaps, exchanges, transfers, farmouts, licenses, abandonments, lapses, discontinuances or dispositions for which the consideration and fair value of less than is $500,000 in any single instance or $1,500,000 250,000,000 in the aggregateaggregate or less, (D) sales of Hydrocarbons made in the ordinary course of business, (E) the sale or other disposition of equipment that is surplus, obsolete or replaced made in the ordinary course of business consistent with past practice or (F) the expiration of any Oil and Gas Lease in accordance with its terms; (vi) consummate, authorize, recommend, propose or announce any intention to adopt a plan of complete or partial liquidation or dissolution of Parent, or a restructuring, recapitalization or other reorganization of Parent; (vii) change in any material respect any of its financial accounting principles, practices or Tax accounting methods or practices in any respectmethods, except as required by GAAP or applicable Law; or (viii) agree or commit to take any of the actions described in clauses (i) through (vii) of action that is prohibited by this Section 5.02(b4.2(b). Notwithstanding the foregoing, nothing in this Agreement is intended to give the Company, directly or indirectly, the right to control or direct the business or operations of Parent or any of its Subsidiaries at any time prior to the Effective Time. Prior to the Effective Time, Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its business and operations.

Covenants of Parent. (a) Except (i) as set forth in Section 5.02(a) of the Parent Disclosure Letter, (ii) as required by applicable Law, (iii) as expressly required by this Agreement, (iv) in connection with the solicitation of, any discussions or negotiations relating to, the entry into any Contract with respect to, or the consummation of, an Acquisition Proposal in respect of Parent, or (ivv) with the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), during the Pre-Closing Period, Parent shall, and shall cause each of its Subsidiaries to, (A) conduct its business and operations in all material respects in the ordinary course of business consistent with past practice and (B) use commercially reasonable efforts to preserve intact its current business organizations and its relationships with material customers, suppliers, licensors, licensees, distributors, Governmental Bodies and others having business relationships that are material to Parent or its Subsidiaries taken as a whole; provided, provided that no action by the Parent or any of its Subsidiaries to the extent expressly permitted by an exception to any of Section 5.02(b) shall be a breach of this Section 5.02(a). During the Pre-Closing Period, Parent shall, promptly upon learning of the same, notify the Company (A) of any Effect known to Parent that is reasonably likely, individually or taken together with all other Effects known to Parent, to result in a Parent Material Adverse Effect and (B) any matter reasonably likely to constitute a failure by Parent of any of the conditions contained in Section 7.03(a) or Section 7.03(b). (b) Except (i) as set forth on Section 5.02(b) of the Parent Disclosure Letter, (ii) as required by applicable Law, (iii) as expressly required by this Agreement, (iv) in connection with the solicitation of, any discussions or negotiations relating to, the entry into any Contract with respect to, or the consummation of, an Acquisition Proposal in respect of Parent, or (ivv) with the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), during the Pre-Closing Period, Parent shall not and shall not permit any of its Subsidiaries, without the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), to: (i) declare, set aside or pay any dividends on or make other distributions in respect of any of its capital stock or shares, except: (A) for the declaration and payment of dividends by a direct or indirect wholly-owned Subsidiary of Parent solely to its parent; or (B) in connection with intercompany purchases of capital stock or share capital among one or more of the Company and its Subsidiaries; (ii) issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of (A) any shares of capital stock or other ownership interest in Parent or any of its Subsidiaries; (B) any securities convertible into or exchangeable or exercisable for any such shares or ownership interest; (C) any rights, warrants or options to acquire or with respect to any such shares or ownership interest or convertible or exchangeable securities; (D) any phantom equity or similar contractual rights; or (E) take any action to cause to be exercisable any otherwise unexercisable option under any existing share option plan except, in each case: (1) for issuances of Parent Shares in respect of (I) any exercise of Parent Options in accordance with their terms, (II) the exercise of any Parent ESPP Purchase Rights under the terms of the Parent ESPP, or (III) the vesting of or delivery of shares under Parent RSUs in accordance with their terms; (2) for transactions solely between or among Parent and its wholly-owned Subsidiaries; and (3) grants of Parent Options and Parent RSUs in the ordinary course of business under the Parent Equity Plans and the grant of purchase rights under the Parent ESPP in the ordinary course of business; (iii) amend, or propose to amend, or permit the adoption of any amendment to any of the Organizational Documents of Parent or any of its Subsidiaries; (iv) effect a reclassification of shares, stock split, reverse stock split or similar transaction with respect to any shares of capital stock or other ownership interest in Parent; (v) (A) merge or consolidate with any Person or (B) adopt a plan of complete or partial liquidation, dissolution, consolidation, restructuring or recapitalization of Parent or any of its “significant subsidiaries,” as defined in Rule 1-02(w) of Regulation S-X; provided, however, that the foregoing shall not prohibit internal reorganizations or consolidations involving wholly owned Subsidiaries of Parent that would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement; (vi) acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of the assets of any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets of any other Person, except for (A) the purchase of supplies and inventory from suppliers or vendors in the ordinary course of business consistent with past practice; and (B) transactions with a value of less than $500,000 in any single instance or $1,500,000 in the aggregate; (vii) change any of its financial or Tax accounting methods or practices in any respect, except as required by GAAP or Law; or (viii) agree or commit to take any of the actions described in clauses (i) through (vii) of this Section 5.02(b). Notwithstanding the foregoing, nothing in this Agreement is intended to give the Company, directly or indirectly, the right to control or direct the business or operations of Parent or any of its Subsidiaries at any time prior to the Effective Time. Prior to the Effective Time, Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its business and operations.

Covenants of Parent. (a) Except (i) as set forth provided in Section 5.02(a4.2(a) of the Parent Disclosure Letter, (ii) as required by applicable LawLaw or the rules and regulations of the NYSE, (iii) as expressly permitted, contemplated or required by this Agreement, or (iv) with the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), during the Pre-Closing Period, Parent shall, and shall cause each of its the Parent Subsidiaries to, shall: (Ai) use commercially reasonable efforts to conduct its the business and operations of Parent and each of the Parent Subsidiaries, taken as a whole, in all material respects in the ordinary course of business consistent with past practice and and (Bii) use commercially reasonable efforts to preserve intact its the current business organizations of Parent and any of the Parent Subsidiaries, maintain in effect all existing material Parent Permits (provided that Parent shall have the right to amend or modify such material Parent Permits at its relationships discretion), maintain their assets and properties in good working order and condition, ordinary wear and tear excepted, maintain insurance on their tangible assets and businesses in such amounts and against such risks and losses as are currently in effect and maintain their existing relations and goodwill with material customersGovernmental Entities, key employees, lessors, suppliers, licensorscustomers, licenseesregulators, distributors, Governmental Bodies landlords, creditors, licensors, licensees and others other Persons having business relationships with them; provided that are material this Section 4.2(a) shall not prohibit Parent and any of the Parent Subsidiaries from taking commercially reasonable actions outside of the ordinary course or not consistent with past practice in response to Parent an emergency condition that presents, or its Subsidiaries taken as is reasonably likely to present, a whole; providedrisk of harm to human health, that no action by the any property or asset of Parent or any of its the Parent Subsidiaries to or the extent expressly permitted by an exception to any of Section 5.02(b) shall be a breach of this Section 5.02(a). During the Pre-Closing Periodenvironment; provided, further, that Parent shall, as promptly upon learning of the sameas reasonably practicable, notify inform the Company (A) of such condition and any Effect known such actions taken pursuant to Parent that is reasonably likely, individually or taken together with all other Effects known to Parent, to result in a Parent Material Adverse Effect and (B) any matter reasonably likely to constitute a failure by Parent of any of the conditions contained in Section 7.03(a) or Section 7.03(b)prior proviso. (b) Except (i) as expressly permitted, contemplated or required by this Agreement or as set forth on Section 5.02(b4.2(b) of the Parent Disclosure Letter, (ii) as or required by applicable Law, (iii) as expressly required by this Agreement, Law or (iv) with the prior written consent rules and regulations of the Company (which consent shall not be unreasonably delayed, withheld or conditioned)NYSE, during the Pre-Closing Period, Parent shall not and shall not permit any of its Subsidiariesthe Parent Subsidiaries shall not, without the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), to:and which for purposes solely of this Section 4.2(b) may consist of an email consent from an executive officer of the Company): (iA) declare, set aside or pay any dividends on on, or make any other distributions distribution in respect of any outstanding capital stock of, or other equity interests in, or other securities or obligations convertible (whether currently convertible or convertible only after the passage of its time or the occurrence of specific events) into or exchangeable for any shares of capital stock of, Parent or any of the Parent Subsidiaries, except for dividends or distributions by a wholly owned Subsidiary of Parent to Parent or another wholly owned Subsidiary of Parent; (B) split, combine or reclassify any capital stock of, or other equity interests in, Parent or any of the Parent Subsidiaries; or (C) purchase, redeem or otherwise acquire, or offer to purchase, redeem or otherwise acquire, any capital stock of, or other equity interests in, Parent or any of the Parent Subsidiaries, except (1) as required by the terms of any capital stock or shares, exceptequity interest of any Parent Subsidiary or (2) as contemplated or permitted by the terms of any Parent Benefit Plan in effect as of the date hereof (including any award agreement applicable to any Parent Equity Award outstanding on the date hereof or issued in accordance with this Agreement); (ii) except for: (A) for the declaration and payment issuances of dividends by a direct or indirect wholly-owned Subsidiary shares of Parent solely to its parent; orCommon Stock in respect of any settlement of Parent Stock Options, Parent RSUs or Parent PSUs, (B) the sale of shares of Parent Common Stock issued pursuant to the vesting or settlement of Parent Stock Options, Parent RSUs or Parent PSUs, in connection each case, if necessary to effectuate the exercise of Parent Stock Options or the withholding of Taxes, (C) grants of equity awards pursuant to the Parent Stock Plans, other than in the ordinary course of business consistent with intercompany purchases of capital stock past practice, and (D) transactions solely between or share capital among one or more of the Company Parent and its wholly owned Parent Subsidiaries; (ii) , issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of (A) any shares of capital stock or other ownership interest in Parent or any of its Subsidiaries; (B) any securities convertible into or exchangeable or exercisable for any such shares or ownership interest; (C) any rights, warrants or options to acquire or with respect to any such shares or ownership interest or convertible or exchangeable securities; (D) any phantom equity or similar contractual rights; or (E) take any action to cause to be exercisable any otherwise unexercisable option under any existing share option plan except, in each case: (1) for issuances of Parent Shares in respect of (I) any exercise of Parent Options in accordance with their terms, (II) the exercise of any Parent ESPP Purchase Rights under the terms of the Parent ESPP, or (III) the vesting of or delivery of shares under Parent RSUs in accordance with their terms; (2) for transactions solely between or among Parent and its wholly-owned Subsidiaries; and (3) grants of Parent Options and Parent RSUs in the ordinary course of business under the Parent Equity Plans and the grant of purchase rights under the Parent ESPP in the ordinary course of business; (iii) amend, or propose to amend, or permit the adoption of any amendment to any of the Organizational Documents of Parent or any of its Subsidiaries; (iv) effect a reclassification of shares, stock split, reverse stock split or similar transaction with respect to any shares of capital stock or other ownership interest in Parent; (v) (A) merge or consolidate with any Person or (B) adopt a plan of complete or partial liquidation, dissolution, consolidation, restructuring or recapitalization of Parent or any of its “significant subsidiaries,” as defined in Rule 1-02(w) of Regulation S-X; provided, however, that the foregoing shall not prohibit internal reorganizations or consolidations involving wholly owned Subsidiaries of Parent that would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement; (vi) acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of the assets of any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets of any other Person, except for (A) the purchase of supplies and inventory from suppliers or vendors in the ordinary course of business consistent with past practice; and (B) transactions with a value of less than $500,000 in any single instance or $1,500,000 in the aggregate; (vii) change any of its financial or Tax accounting methods or practices in any respect, except as required by GAAP or Law; or (viii) agree or commit to take any of the actions described in clauses (i) through (vii) of this Section 5.02(b). Notwithstanding the foregoing, nothing in this Agreement is intended to give the Company, directly or indirectly, the right to control or direct the business or operations of Parent or any of its Subsidiaries at any time prior to the Effective Time. Prior to the Effective Time, Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its business and operations.of:

Covenants of Parent. (a) Except From and after the date hereof until the earlier of the Effective Time or termination of this Agreement in accordance with its terms, and except (i) as expressly contemplated or permitted by this Agreement, (ii) as set forth in Section 5.02(a4.2(a) of the Parent Disclosure Letter, (iiiii) as required by applicable Law, (iii) as expressly required by this AgreementLaw or the regulations or requirements of any stock exchange or regulatory organization applicable to Parent or any of its Subsidiaries, or (iv) with the Company’s prior written consent of the Company (which consent shall is not to be unreasonably withheld, conditioned or delayed, withheld or conditioned), during the Pre-Closing Period, Parent shall, agrees as to itself and shall cause each of its Subsidiaries to, (A) conduct its business and operations in all material respects in the ordinary course of business consistent with past practice and (B) that such entities shall use commercially reasonable efforts to preserve intact its (1) carry on their respective businesses in the ordinary course consistent with past practice in all material respects, (2) maintain their material assets and properties in their current business organizations condition in all material respects (normal wear and tear and damage caused by casualty or by any reason outside of Parent and its relationships Subsidiaries’ reasonable control excepted), (3) preserve Parent’s business organization intact, and to maintain its existing relations and goodwill with material customers, suppliers, licensors, licensees, distributors, Governmental Bodies creditors, lessors and others having business relationships that are tenants, (4) maintain all insurance policies in all material to respects and (5) maintain the status of Parent or its Subsidiaries taken as a whole; provided, that no action by the Parent or any of its Subsidiaries to the extent expressly permitted by an exception to any of Section 5.02(b) shall be a breach of this Section 5.02(a). During the Pre-Closing Period, Parent shall, promptly upon learning of the same, notify the Company (A) of any Effect known to Parent that is reasonably likely, individually or taken together with all other Effects known to Parent, to result in a Parent Material Adverse Effect and (B) any matter reasonably likely to constitute a failure by Parent of any of the conditions contained in Section 7.03(a) or Section 7.03(b)REIT. (b) Except Parent agrees as to itself and its Subsidiaries that, from the date hereof until the earlier of the Effective Time or termination of this Agreement in accordance with its terms, except (i) as expressly contemplated or permitted by this Agreement, (ii) as set forth on in Section 5.02(b4.2(b) of the Parent Disclosure Letter, (iiiii) as required by applicable Law, (iii) as expressly required by this AgreementLaw or the regulations or requirements of any stock exchange or regulatory organization applicable to Parent or any of its Subsidiaries, or (iv) with the Company’s prior written consent of the Company (which consent shall is not to be unreasonably withheld, conditioned or delayed, withheld or conditioned), during the Pre-Closing Period, Parent such entities shall not and shall not permit any of its Subsidiaries, without the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), tonot: (i) declare(A) split, set aside combine, subdivide or pay any dividends on or make other distributions in respect of reclassify any of its capital stock or sharesissue or authorize or propose the issuance of any other securities in respect of, except: (A) for the declaration and payment in lieu of dividends by a direct or indirect wholly-owned Subsidiary in substitution for, shares of Parent solely to its parent; or capital stock, or (B) in connection with intercompany purchases repurchase, redeem or otherwise acquire, or permit any Subsidiary to redeem, purchase or otherwise acquire any shares of its capital stock or share any securities convertible into or exercisable for any shares of its capital among one stock, other than (1) repurchases, redemptions or more exchanges of partnership units of Realty Income, L.P. for Parent Common Stock required pursuant to the Parent Partnership Agreement, or (2) acquisitions of shares of Parent Common Stock tendered by holders of, or otherwise deliverable pursuant to, Parent Equity Awards in accordance with the terms of the Company and its Subsidiariesapplicable Parent Equity Plan in order to satisfy obligations to pay the exercise price and/or Tax withholding obligations with respect thereto; (ii) issue, sell, pledge, dispose amend or propose to amend the organizational documents of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of (A) any shares of capital stock or other ownership interest in Parent or any of its Subsidiaries; Merger Sub (B) any securities convertible into except for immaterial or exchangeable or exercisable for any such shares or ownership interest; (C) any rights, warrants or options to acquire or with respect to any such shares or ownership interest or convertible or exchangeable securities; (D) any phantom equity or similar contractual rights; or (E) take any action to cause to be exercisable any otherwise unexercisable option under any existing share option plan except, in each case: (1) for issuances of Parent Shares in respect of (I) any exercise of Parent Options in accordance with their terms, (II) the exercise of any Parent ESPP Purchase Rights under the terms of the Parent ESPP, or (III) the vesting of or delivery of shares under Parent RSUs in accordance with their terms; (2) for transactions solely between or among Parent and its wholly-owned Subsidiaries; and (3) grants of Parent Options and Parent RSUs in the ordinary course of business under the Parent Equity Plans and the grant of purchase rights under the Parent ESPP in the ordinary course of businessministerial amendments); (iii) amendexcept as disclosed in any Parent SEC Document filed prior to the date of this Agreement, (x) fail to maintain all financial books and records in all material respects in accordance with GAAP or propose to amend(y) change its methods of accounting in effect as of December 31, or permit the adoption of any amendment to any of the Organizational Documents of Parent 2022, except as required by changes in GAAP (or any of its Subsidiariesinterpretation thereof) or in applicable Law, the SEC or the Financial Accounting Standards Board or any similar organization; (iv) effect a reclassification of shares, stock split, reverse stock split or similar transaction with respect to any shares of capital stock or other ownership interest in Parent; (v) (A) merge or consolidate with any Person or (B) adopt a plan of complete or partial liquidation, liquidation or resolutions providing for or authorizing such a liquidation or a dissolution, consolidationrestructuring, restructuring recapitalization or recapitalization of Parent or any of its “significant subsidiaries,” as defined in Rule 1-02(w) of Regulation S-Xreorganization; provided, however, that the foregoing shall not prohibit internal reorganizations or consolidations involving existing wholly owned Subsidiaries of Parent that would not reasonably be expected to prevent or materially impede, hinder or delay the consummation of the transactions contemplated by this Agreement; (viv) acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of waive the assets of any business or any corporation, partnership, association or other business organization or division thereofexcess share provisions of, or otherwise acquire grant or agree increase an exception to acquire any assets or waiver of any ownership limits set forth in, the organizational documents of Parent or any of its Subsidiaries for any Person (other Personthan the Company or any of its Subsidiaries); (vi) take any action, except for (A) the purchase of supplies and inventory from suppliers or vendors in the ordinary course of business consistent with past practice; and (B) transactions with fail to take any action, which would reasonably be expected to cause Parent to fail to qualify as a value of less than $500,000 in any single instance or $1,500,000 in the aggregateREIT; (vii) change take any action, or knowingly fail to take any action, which action or failure to act could be reasonably expected to prevent the Merger from qualifying as a “reorganization” within the meaning of its financial or Tax accounting methods or practices in any respect, except as required by GAAP or LawSection 368(a) of the Code; or (viii) agree to, or commit to take make any commitment to, take, or authorize, any of the actions described in clauses (i) through (vii) of prohibited by this Section 5.02(b). 4.2. (c) Notwithstanding anything to the foregoingcontrary set forth in this Agreement, nothing in this Agreement is intended to give the Companyshall prohibit Parent from taking any action, directly or indirectly, the right to control or direct the business or operations of Parent or any of its Subsidiaries at any time or from time to time, that in the reasonable judgment of the Board of Directors of Parent, upon advice of tax counsel to Parent, is reasonably necessary for Parent to avoid incurring entity level income or excise Taxes under the Code or maintain its qualification as a REIT under the Code, including making dividend or other distribution payments to stockholders of Parent in accordance with this Agreement or otherwise or to qualify or preserve the status of any Subsidiary of Parent as a disregarded entity or partnership for federal income tax purposes or as a Qualified REIT Subsidiary, a Taxable REIT Subsidiary or a REIT under the applicable provisions of Section 856 of the Code, as the case may be, provided Parent provides notice to the Company before taking such action. (d) Parent shall (i) use its reasonable best efforts to obtain or cause to be provided the opinions referred to in Section 6.2(e) and Section 6.3(d), (ii) use its reasonable best efforts to obtain or cause to be provided opinions of counsel consistent with the opinions of counsel referred to in Section 6.2(e) and Section 6.3(d) but dated as of the effective date of the Form S-4, to the extent required for the Form S-4 to be declared effective by the SEC, (iii) deliver to Parent REIT Counsel an officer’s certificate, dated as of the Closing Date and, if applicable, as of the effective date of the Form S-4, as applicable, signed by an officer of Parent and in form and substance reasonably satisfactory to Parent REIT Counsel and the Company (it being agreed and understood that an officer’s certificate substantially similar to the draft officer’s certificate provided to Parent REIT Counsel and the Company prior to the Effective Time. Prior to the Effective Time, Parent shall exercise, consistent with the terms and conditions date of this Agreement, complete control if any, is and supervision over its business will be in form and operations.substance reasonably satisfactory to Parent REIT Counsel and the Company subject to reasonable changes to take into account any changes in fact or law), containing representations of Parent reasonably necessary or appropriate to enable Parent REIT Counsel to render the tax opinion described in Section 6.2(e) and any similar opinion described in Section 4.2(d)(ii), and (iv) deliver to Parent Merger Counsel and Company Merger Counsel a tax representation letter in form and substance reasonably satisfactory to Parent Merger Counsel and Company Merger Counsel, containing representations of Parent and Merger Sub reasonably necessary or appropriate to enable such counsel to render the applicable tax opinions described in Section 6.2(d) and Section 6.3(d) and any similar opinions described in Section 4.1(d)(ii) and Section 4.2(d)(ii). ARTICLE V

Covenants of Parent. (a) Except (i) as set forth in Section 5.02(a6.02(a) of the Parent Disclosure Letter, (ii) as required or prohibited by applicable Law, (iii) as expressly permitted or expressly required by this Agreement, Agreement or (iv) with the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), during the Pre-Closing Period, Parent shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to (A) conduct carry on its business and operations in all material respects in the ordinary course of business consistent with past practice in all material respects and (B) use commercially reasonable efforts to preserve intact its current business organizations and its relationships with material customers, material suppliers, licensors, licensees, distributors, Governmental Bodies and others having business relationships that are material to Parent or its Subsidiaries taken as a whole; , provided, that (i) no action by the Parent or any of its Subsidiaries to the extent expressly permitted by an exception to any of Section 5.02(b6.02(b) shall be a breach of this Section 5.02(a). During the Pre-Closing Period, Parent shall, promptly upon learning of the same, notify the Company (A) of any Effect known to Parent that is reasonably likely, individually or taken together with all other Effects known to Parent, to result in a Parent Material Adverse Effect and (B) any matter reasonably likely to sentence unless such action would constitute a failure by Parent breach of any another provision of the conditions contained in this Section 7.03(a) or Section 7.03(b)6.02. (b) Except Without limiting the generality of Section 6.02(a), during the Pre-Closing Period and except (i) as set forth on in Section 5.02(b6.02(b) of the Parent Disclosure Letter, (ii) as required or prohibited by applicable Law, (iii) as expressly required or expressly permitted by this Agreement, Agreement or (iv) with the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), during the Pre-Closing Period, Parent shall not and shall cause its Subsidiaries not permit any of its Subsidiaries, without the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), to: (i1) declare, set aside aside, establish a record date for or pay any dividends on or make other distributions (whether in cash, stock or property) in respect of any of its capital stock or sharesParent Capital Stock, except: except (A) for the declaration and payment of dividends or distributions by a direct or indirect wholly-owned Subsidiary of Parent solely to its parent; or , (B) any forfeitures or repurchases of Parent Equity Awards granted under the Parent Equity Plans, or (C) to satisfy any applicable Tax withholding in connection with intercompany purchases of capital stock or share capital among one or more respect of the Company and its Subsidiariesexercise, vesting or settlement of any Parent Equity Award; (ii) issue, sell, pledge, dispose of or encumber, sell or authorize the issuanceissuance or sale of, saleor make any option to purchase with respect to, pledge, disposition or encumbrance of (A1) any shares of capital stock or other ownership interest in Parent Capital Stock or any equity securities of its Subsidiaries; Parent’s subsidiaries, (B2) any securities convertible into or exchangeable or exercisable for any such shares or ownership interest; , (C3) any phantom equity or similar contractual rights or (4) any rights, warrants or options to acquire or with respect to any such shares or ownership interest or convertible or securities exchangeable securities; (D) any phantom equity or similar contractual rights; or (E) take any action to cause to be exercisable any otherwise unexercisable option under any existing share option plan exceptinto such shares, except in each case: (1A) the grant of Parent Equity Awards or any other equity compensation award pursuant to any stockholder-approved equity plan, (B) for issuances of Parent Shares Common Stock upon the vesting, exercise or settlement of Parent Equity Awards (and dividend equivalents thereon, if applicable) outstanding prior to the date hereof or issued after the date hereof in respect of compliance with this Agreement, (IC) any exercise of the Parent Options Warrants and in accordance with their termsrespective terms on the date hereof, (IID) the exercise of any Parent ESPP Purchase Rights under the terms of the Parent ESPP, or (III) the vesting of or delivery of shares under Parent RSUs in accordance with their terms; (2) for transactions solely between or among Parent and its wholly-wholly owned Subsidiaries, (E) Permitted Liens, (F) the issuance by Parent of not more than 12.5% of the total number of shares of Parent Common Stock issued and outstanding as of the date of this Agreement determined on a fully-diluted basis, (G) the sale or issuance of Parent Common Stock in connection with one or more mergers; acquisitions of securities, businesses, property or other assets, products or technologies; joint ventures; commercial relationships or other strategic corporate transactions or alliances, whether structured as a merger, stock purchase, business combination or otherwise and (3I) grants the sale of Parent Options and Parent RSUs in Class A Common Stock upon the ordinary course exercise of business under the equity greenshoe option granted to Magnetar Financial LLC pursuant to the Parent Equity Plans and the grant of purchase rights under the Parent ESPP in the ordinary course of business2021 Note Purchase Agreement; (iii) other than as expressly permitted or required by this Agreement in furtherance of the Contemplated Transactions, amend, or propose to amend, or permit the adoption of any amendment to amend any of the Parent’s Organizational Documents of Parent (including by merger, consolidation or any of its Subsidiariesotherwise) in a manner that would be adverse to the Company or the Company’s stockholders; (iv) effect a recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction with or authorize the issuance of any other securities in respect to any of, in lieu of, or in substitution for shares of its capital stock or other ownership interest in Parentstock; (v) (A) merge or consolidate with any Person or (B) adopt a plan of complete or partial liquidation, liquidation or dissolution, consolidation, restructuring or recapitalization of Parent or any of its “significant subsidiaries,” as defined in Rule 1-02(w) of Regulation S-X; provided, however, that the foregoing shall not prohibit internal reorganizations or consolidations involving wholly owned Subsidiaries of Parent that would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement;or (vi) acquire or agree to acquireauthorize, by merging or consolidating with, by purchasing an equity interest in or a portion of the assets of any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets of any other Person, except for (A) the purchase of supplies and inventory from suppliers or vendors in the ordinary course of business consistent with past practice; and (B) transactions with a value of less than $500,000 in any single instance or $1,500,000 in the aggregate; (vii) change any of its financial or Tax accounting methods or practices in any respect, except as required by GAAP or Law; or (viii) agree or commit to take any of the actions described in clauses (iSection 6.02(b)(i) through (vii) of this Section 5.02(b6.02(b)(iv). Notwithstanding the foregoing, nothing in this Agreement is intended to give the Company, directly or indirectly, the right to control or direct the business or operations of Parent or any of its Subsidiaries at any time prior to the Effective Time. Prior to the Effective Time, Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its business and operations.

Covenants of Parent. (a) Except From and after the date of this Agreement until the earlier of the Effective Time or termination of this Agreement in accordance with its terms, and except (i) as expressly contemplated or required by this Agreement, (ii) as set forth in Section 5.02(a) 4.2 of the Parent Disclosure Letter, (iiiii) as required by applicable LawLaw or the regulations or requirements of any stock exchange or regulatory organization applicable to Parent or any of its Subsidiaries, (iii) as expressly required by this Agreement, or (iv) to the extent action is reasonably taken (or reasonably omitted) in response to COVID-19 or the COVID-19 Measures, provided that such action (or omission) is generally consistent with Parent’s and its Subsidiaries’ actions taken (or omitted) prior to the date hereof in response to COVID-19 and the COVID-19 Measures and discussed in advance with the Company or (v) with the Company’s prior written consent of the Company (which consent shall is not to be unreasonably withheld, conditioned or delayed, withheld or conditioned), during the Pre-Closing Period, Parent shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course consistent with past practice and use reasonable best efforts to preserve its business organization intact, maintain its material assets and properties in their current condition (normal wear and tear excepted) and maintain its existing relations and goodwill with customers, suppliers, distributors, creditors, lessors and tenants, and shall maintain the status of Parent as a REIT. (b) From and after the date of this Agreement until the earlier of the Effective Time or termination of this Agreement in accordance with its terms, and except (w) as expressly contemplated or permitted by this Agreement, (x) as set forth in Section 4.2 of the Parent Disclosure Letter, (y) as required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to Parent or any of its Subsidiaries, or (z) with the Company’s prior written consent (which consent is not to be unreasonably withheld, conditioned or delayed), Parent shall not, and shall not permit any of its Subsidiaries to, do any of the following (it being understood that with respect to any action which is a subject matter of a subclause of this Section 4.2(b), if such action is permitted by the express terms of such subclause of this Section 4.2(b) such action or inaction shall be deemed permitted pursuant to Section 4.2(a)): (i) amend or waive any provision under any of the Organizational Documents of Parent in a manner that would materially and adversely affect the holders of Company Common Shares; (ii) split, combine, subdivide or reclassify any shares of capital stock or other equity or voting interests of Parent or any of its Subsidiaries; (iii) enter into any new material line of business; (iv) declare, set aside or pay any dividend on or make any other distributions (whether in cash, stock, property or otherwise) with respect to shares of capital stock of Parent or any of its Subsidiaries or other equity securities or ownership interests in Parent or any of its Subsidiaries, except for (A) conduct the declaration and payment by Parent of dividends, payable quarterly with declaration, record and payment dates consistent with past practice, (1) in respect of shares of Parent Common Stock at a rate not to exceed a quarterly rate of $0.17 per share of Parent Common Stock, (2) in respect of shares of Parent’s 5.125% Class L Cumulative Redeemable Preferred Stock pursuant to the terms thereof and (3) in respect of shares of Parent’s 5.25% Class M Cumulative Redeemable Preferred Stock pursuant to the terms thereof and (B) the declaration and payment of dividends or other distributions to Parent by any direct or indirect wholly owned Subsidiary of Parent, and (C) the declaration and payment of dividends or other distributions by any Parent Joint Venture in accordance with its business Organizational Documents as in effect prior to the date of this Agreement; provided, however, that, notwithstanding the restriction on dividends and operations other distributions in all material respects this Section 4.2(b)(iv), Parent and any of its Subsidiaries shall, subject to Section 5.11, be permitted to make distributions, including under Section 858 or Section 860 of the Code, reasonably necessary for Parent or any of its Subsidiaries that is qualified as a REIT under the Code as of the date hereof to maintain its qualification as a REIT under the Code or applicable state Law and avoid the imposition of any entity level income or excise Tax under the Code or applicable state Law (any such distribution described in this proviso, a “Special Parent Distribution”); (v) except for (A) issuances of shares of Parent Common Stock upon the exercise or settlement of Parent equity awards in accordance with the terms of the applicable Parent Equity Plan and awards, (B) grants of Parent equity awards made in the ordinary course of business consistent with past practice or otherwise required by any Parent Benefit Plan and (BC) use commercially reasonable efforts to preserve intact its current business organizations and its relationships with material customers, suppliers, licensors, licensees, distributors, Governmental Bodies and others having business relationships that are material to Parent or its Subsidiaries taken as a whole; provided, that no action by the Parent or any of its Subsidiaries to the extent expressly permitted by an exception to any of Section 5.02(b) shall be a breach of this Section 5.02(a). During the Pre-Closing Period, Parent shall, promptly upon learning of the same, notify the Company (A) of any Effect known to Parent that is reasonably likely, individually or taken together with all other Effects known to Parent, to result in a Parent Material Adverse Effect and (B) any matter reasonably likely to constitute a failure by Parent of any of the conditions contained in Section 7.03(a) or Section 7.03(b). (b) Except (i) as set forth on Section 5.02(b) of the Parent Disclosure Letter, (ii) as required by applicable Law, (iii) as expressly required by this Agreement, or (iv) with the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), during the Pre-Closing Period, Parent shall not and shall not permit any of its Subsidiaries, without the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), to: (i) declare, set aside or pay any dividends on or make other distributions in respect of any of its capital stock or shares, except: (A) for the declaration and payment of dividends issuances by a direct or indirect wholly-wholly owned Subsidiary of Parent solely of equity interests to its parent; or (B) parent or to another wholly owned Subsidiary of Parent or issuance of any directors’ qualifying shares in connection accordance with intercompany purchases of capital stock or share capital among one or more of the Company and its Subsidiaries; (ii) applicable Law, issue, deliver or sell, pledge, dispose of or encumber, or authorize or propose the issuance, saledelivery or sale of, pledge, disposition or encumbrance of (A) any shares of Parent’s capital stock or other ownership interest in equity or voting interests or that of a Subsidiary of Parent, any Voting Debt, any stock appreciation rights, stock options, restricted shares, restricted stock units, performance shares, performance stock units or other equity-based awards (whether discretionary, formulaic or automatic grants and whether under the Parent Equity Plans or any of its Subsidiaries; (Botherwise) or any securities convertible into or exercisable or exchangeable for, or exercisable for any such shares or ownership interest; (C) any rights, warrants or options to acquire acquire, any such shares or equity interests or Voting Debt, or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, such shares or other equity or voting interests or Voting Debt, or enter into any agreement with respect to any such of the foregoing; (vi) repurchase, redeem or otherwise acquire, or permit any Subsidiary of Parent to redeem, purchase or otherwise acquire any shares of its capital stock or ownership interest or convertible or exchangeable securities; (D) any phantom other equity or similar contractual rights; voting interests or any securities convertible into or exercisable for any shares of its capital stock or other equity or voting interests, except for (EA) take any action to cause to be exercisable any otherwise unexercisable option under any existing share option plan except, in each case: (1) for issuances acquisitions of shares of Parent Shares in respect of (I) any exercise Common Stock tendered by holders of Parent Options equity awards in accordance with their terms, (II) the exercise of any Parent ESPP Purchase Rights under the terms of the applicable Parent ESPPEquity Plan and awards in order to satisfy obligations to pay the exercise price and/or Tax withholding obligations with respect thereto, or (IIIB) the vesting creation of new wholly owned Subsidiaries organized to conduct or delivery continue activities otherwise permitted by this Agreement (including the other provisions of shares under this Section 4.2(b)), (C) redemptions of Parent RSUs in accordance with their terms; (2) for transactions solely between Joint Venture or among Parent and its wholly-owned Subsidiaries; operating partnership interests pursuant to the Organizational Documents of such entities and (3D) grants of Parent Options and Parent RSUs pursuant to repurchase plans described in the ordinary course of business under the Parent Equity Plans and the grant of purchase rights under the Parent ESPP SEC Documents in the ordinary course of business; (iii) amend, or propose to amend, or permit the adoption of any amendment to any of the Organizational Documents of Parent or any of its Subsidiaries; (iv) effect a reclassification of shares, stock split, reverse stock split or similar transaction with respect to any shares of capital stock or other ownership interest in Parent; (v) (A) merge or consolidate with any Person or (Bvii) adopt a plan of complete or partial liquidation, liquidation or resolutions providing for or authorizing such a liquidation or a dissolution, consolidationrestructuring, restructuring recapitalization or recapitalization of Parent reorganization, including any bankruptcy related action or any of its “significant subsidiaries,” as defined in Rule 1-02(w) of Regulation S-X; reorganization, provided, however, that the foregoing shall not prohibit (A) internal reorganizations or consolidations involving existing wholly owned Subsidiaries of Parent that would (I) not prevent or materially impede, hinder or delay consummation of the Merger or (II) result in any breach of any of the representations set forth in Section 3.2(h) (without regard to any materiality or similar qualification set forth therein); (viii) vote to approve or otherwise consent to the taking of any action, or fail to exercise any rights to veto or prevent, any action by any Parent Joint Venture that would be prohibited by this Section 4.2(b) if such Parent Joint Venture was a Subsidiary of Parent; (ix) change its methods of financial accounting or financial accounting policies, except as required by changes in GAAP (or any interpretation thereof) or in applicable Law, the SEC or the Financial Accounting Standards Board or any similar organization; (x) take any action, or fail to take any action, which would reasonably be expected to prevent cause Parent to fail to qualify as a REIT or materially delay any of its Subsidiaries to cease to be treated as a partnership or disregarded entity for U.S. federal income tax purposes or as a QRS, a TRS or a REIT under the consummation applicable provisions of Section 856 of the transactions contemplated by Code, as the case may be, other than any redemption or purchase of interests in any Parent Joint Venture that causes such Parent Joint Venture to dissolve or become a disregarded entity for U.S. federal income tax purposes and that is effectuated in accordance with the Organizational Documents of such Parent Joint Venture as in effect prior to the date of this Agreement; (vixi) acquire take any action, or agree knowingly fail to acquiretake any action, by merging which action or consolidating with, by purchasing an equity interest in or failure to act could be reasonably expected to prevent the Merger from qualifying as a portion “reorganization” within the meaning of Section 368(a) of the assets Code; (xii) make, change or rescind any material election relating to Taxes (it being understood, for the avoidance of doubt, that nothing in this Agreement shall preclude Parent from designating dividends paid by it as “capital gain dividends” within the meaning of Section 857 of the Code), change a material method of Tax accounting, amend any business material Tax Return, settle or compromise any corporationmaterial federal, partnershipstate, association local or other business organization foreign income Tax liability, audit, claim or division thereofassessment, enter into any material closing agreement related to Taxes, or otherwise acquire or agree knowingly surrender any right to acquire claim any assets material refund of any other PersonTaxes, except for in each case as necessary or appropriate, to (A) preserve Parent’s qualification as a REIT under the purchase of supplies and inventory from suppliers Code, or vendors in the ordinary course of business consistent with past practice; and (B) transactions with preserve the status of any Subsidiary of Parent as a value partnership or disregarded entity for U.S. federal income tax purposes or as a QRS, a TRS or a REIT under the applicable provisions of less than $500,000 in any single instance or $1,500,000 in Section 856 of the aggregate; (vii) change any of its financial or Tax accounting methods or practices in any respectCode, except as required by GAAP or Lawthe case may be; or (viiixiii) agree to, or commit to take make any commitment to, take, or authorize, any of the actions described in clauses (i) through (vii) of prohibited by this Section 5.02(b). 4.2. (c) Notwithstanding anything to the foregoingcontrary set forth in this Agreement, but subject to Section 5.11, nothing in this Agreement is intended to give the Company, directly or indirectly, the right to control or direct the business or operations of shall prohibit Parent or any of its Subsidiaries from taking any action, at any time or from time to time, that in the reasonable judgment of the Board of Directors of Parent, upon advice of counsel to Parent, is reasonably necessary for Parent to maintain its qualification as a REIT under the Code for any period or portion thereof ending on or prior to the Effective Time. Prior Time or to avoid incurring entity level income or excise Taxes under the Code (including making dividend or other distribution payments to stockholders of Parent in accordance with this Agreement) or to preserve the status of any Subsidiary of Parent as a partnership or disregarded entity for U.S. federal income tax purposes or as a QRS, a TRS or a REIT under the applicable provisions of Section 856 of the Code. (d) Parent shall (i) use its reasonable best efforts to obtain the opinions of counsel described in Section 6.2(d) and Section 6.3(c), (ii) deliver to Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇ (or other nationally recognized law firm reasonably satisfactory to Parent) and Dentons US LLP (or other nationally recognized law firm reasonably satisfactory to the Effective TimeCompany) an officer’s certificate, dated as of the Closing Date (and, if required, as of the effective date of the Form S-4), signed by an officer of Parent, containing customary representations of Parent as shall exercisebe reasonably necessary or appropriate to enable Wachtell, consistent with Lipton, ▇▇▇▇▇ & ▇▇▇▇ and Dentons US LLP (or, if applicable, such other nationally recognized law firm(s)) to render the terms opinions described in Section 6.3(c) and conditions Section 6.2(c), respectively, on the Closing Date (and, if required, as of this Agreementthe effective date of the Form S-4, complete control satisfying the requirements of Item 601 of Regulation S-K under the Securities Act) (a “Parent Tax Representation Letter”); and supervision over its business (iii) deliver to Parent’s counsel or other tax advisor reasonably satisfactory to the Company (it being agreed and operationsunderstood that each of Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇ and ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP is reasonably satisfactory to the Company) (“Parent’s REIT Counsel”) an officer’s certificate, dated as of the Closing Date (and, if required, as of the effective date of the Form S-4), signed by an officer of Parent, containing customary representations of Parent as shall be reasonably necessary or appropriate to enable Parent’s REIT Counsel to render the opinion described in Section 6.2(d) on the Closing Date (and, if required, as of the effective date of the Form S-4, satisfying the requirements of Item 601 of Regulation S-K under the Securities Act).

Covenants of Parent. (a) Except as expressly provided in this Agreement, during the period from the date of this Agreement to the Effective Time, the Parent shall use commercially reasonably efforts to, and shall cause its Subsidiaries to use commercially reasonable efforts to, (i) maintain and preserve intact its business organization, properties, leases, employees and advantageous business relationships and retain the services of its officers and key employees, (ii) take no action which would adversely affect or delay the ability of the Company or Parent to perform it covenants and agreements on a timely basis under this Agreement, and (iii) take no action which would adversely affect or delay the ability of the Company or Parent to obtain any necessary approvals, consents or waivers of any governmental authority required for the transactions contemplated hereby or which would reasonably be expected to result in any such approvals, consents or waivers containing any material condition or restriction. Without limiting the generality of the foregoing, and except as set forth in Section 5.02(a) 5.2 of the Parent Disclosure Letter, (ii) Schedule or as required by applicable Law, (iii) as expressly required otherwise specifically provided by this Agreement, Agreement or (iv) with the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), during the Pre-Closing Period, Parent shall, and shall cause each of its Subsidiaries to, (A) conduct its business and operations consented to in all material respects in the ordinary course of business consistent with past practice and (B) use commercially reasonable efforts to preserve intact its current business organizations and its relationships with material customers, suppliers, licensors, licensees, distributors, Governmental Bodies and others having business relationships that are material to Parent or its Subsidiaries taken as a whole; provided, that no action writing by the Parent or any of its Subsidiaries to the extent expressly permitted by an exception to any of Section 5.02(b) shall be a breach of this Section 5.02(a). During the Pre-Closing Period, Parent shall, promptly upon learning of the same, notify the Company (A) of any Effect known to Parent that is reasonably likely, individually or taken together with all other Effects known to Parent, to result in a Parent Material Adverse Effect and (B) any matter reasonably likely to constitute a failure by Parent of any of the conditions contained in Section 7.03(a) or Section 7.03(b). (b) Except (i) as set forth on Section 5.02(b) of the Parent Disclosure Letter, (ii) as required by applicable Law, (iii) as expressly required by this Agreement, or (iv) with the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), during the Pre-Closing PeriodCompany, Parent shall not not, and shall not permit any of its Subsidiaries, without the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), Subsidiaries to: (i) declare, set aside or pay any dividends on or make other distributions in respect of any of its capital stock or shares, except: (A) for the declaration and payment of dividends by a direct or indirect wholly-owned Subsidiary of Parent solely to its parent; or (B) in connection with intercompany purchases of capital stock or share capital among one or more of the Company and its Subsidiaries; (ii) issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of (A) any shares of capital stock or other ownership interest in Parent or any of its Subsidiaries; (B) any securities convertible into or exchangeable or exercisable for any such shares or ownership interest; (C) any rights, warrants or options to acquire or with respect to any such shares or ownership interest or convertible or exchangeable securities; (D) any phantom equity or similar contractual rights; or (Ea) take any action to cause to be exercisable any otherwise unexercisable option under any existing share option plan except, in each case: (1) for issuances of Parent Shares in respect of (I) any exercise of Parent Options in accordance with their terms, (II) the exercise of any Parent ESPP Purchase Rights under the terms of the Parent ESPP, that is intended or (III) the vesting of or delivery of shares under Parent RSUs in accordance with their terms; (2) for transactions solely between or among Parent and its wholly-owned Subsidiaries; and (3) grants of Parent Options and Parent RSUs in the ordinary course of business under the Parent Equity Plans and the grant of purchase rights under the Parent ESPP in the ordinary course of business; (iii) amend, or propose to amend, or permit the adoption of any amendment to any of the Organizational Documents of Parent or any of its Subsidiaries; (iv) effect a reclassification of shares, stock split, reverse stock split or similar transaction with respect to any shares of capital stock or other ownership interest in Parent; (v) (A) merge or consolidate with any Person or (B) adopt a plan of complete or partial liquidation, dissolution, consolidation, restructuring or recapitalization of Parent or any of its “significant subsidiaries,” as defined in Rule 1-02(w) of Regulation S-X; provided, however, that the foregoing shall not prohibit internal reorganizations or consolidations involving wholly owned Subsidiaries of Parent that would not may reasonably be expected to prevent or materially delay the consummation result in any of the transactions contemplated conditions to the Merger set forth in Article VII not being satisfied; (b) change its methods of accounting in effect at December 31, 2002, except in accordance with changes in GAAP or regulatory accounting principles as concurred with by Parent’s independent auditors; (c) amend its Certificate of Incorporation, By-Laws or similar governing documents other than in a manner necessary to comply with the provisions of this Agreement; (vid) acquire issue any equity security with rights senior to those of the Parent Common Stock; or (e) agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of the assets of any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets of any other Person, except for (A) the purchase of supplies and inventory from suppliers or vendors in the ordinary course of business consistent with past practice; and (B) transactions with a value of less than $500,000 in any single instance or $1,500,000 in the aggregate; (vii) change any of its financial or Tax accounting methods or practices in any respect, except as required by GAAP or Law; or (viii) agree or commit to take do any of the actions described in clauses (i) through (vii) of this Section 5.02(b). Notwithstanding the foregoing, nothing in this Agreement is intended to give the Company, directly or indirectly, the right to control or direct the business or operations of Parent or any of its Subsidiaries at any time prior to the Effective Time. Prior to the Effective Time, Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its business and operations.

Covenants of Parent. (a) Except as expressly provided in this Agreement, during the period from the date of this Agreement to the Effective Time, the Parent shall use commercially reasonably efforts to, and shall cause its Subsidiaries to use commercially reasonable efforts to, (i) conduct its business in the ordinary and usual course consistent with past practices and prudent banking practice, (ii) maintain and preserve intact its business organization, properties, leases, employees and advantageous business relationships and retain the services of its officers and key employees, (iii) take no action which would adversely affect or delay the ability of the Company or the Parent to perform it covenants and agreements on a timely basis under this Agreement, and (iv) take no action which would adversely affect or delay the ability of the Company, the Parent, the Company Bank or the Parent Bank to obtain any necessary approvals, consents or waivers of any governmental authority required for the transactions contemplated hereby or which would reasonably be expected to result in any such approvals, consents or waivers containing any material condition or restriction. Without limiting the generality of the foregoing, and except as set forth in Section 5.02(a) 6.2 of the Parent Disclosure Letter, (ii) Schedule or as required by applicable Law, (iii) as expressly required by this Agreement, or (iv) with the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), during the Pre-Closing Period, Parent shall, and shall cause each of its Subsidiaries to, (A) conduct its business and operations in all material respects in the ordinary course of business consistent with past practice and (B) use commercially reasonable efforts to preserve intact its current business organizations and its relationships with material customers, suppliers, licensors, licensees, distributors, Governmental Bodies and others having business relationships that are material to Parent or its Subsidiaries taken as a whole; provided, that no action otherwise specifically provided by the Parent Agreement or any of its Subsidiaries consented to in writing by the extent expressly permitted by an exception to any of Section 5.02(b) shall be a breach of this Section 5.02(a). During the Pre-Closing Period, Parent shall, promptly upon learning of the same, notify the Company (A) of any Effect known to Parent that is reasonably likely, individually or taken together with all other Effects known to Parent, to result in a Parent Material Adverse Effect and (B) any matter reasonably likely to constitute a failure by Parent of any of the conditions contained in Section 7.03(a) or Section 7.03(b). (b) Except (i) as set forth on Section 5.02(b) of the Parent Disclosure Letter, (ii) as required by applicable Law, (iii) as expressly required by this Agreement, or (iv) with the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), during the Pre-Closing PeriodCompany, Parent shall not not, and shall not permit any of its SubsidiariesSubsidiaries to: (a) solely in the case of Parent, without the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), to: (i) declare, set aside declare or pay any dividends on or make any other distributions in respect of any of its capital stock or shares, except: (A) for the declaration and payment of dividends by a direct or indirect wholly-owned Subsidiary of Parent solely to other than its parent; or (B) in connection with intercompany purchases of capital stock or share capital among one or more of the Company and its Subsidiaries; (ii) issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of (A) any shares of capital stock or other ownership interest in Parent or any of its Subsidiaries; (B) any securities convertible into or exchangeable or exercisable for any such shares or ownership interest; (C) any rights, warrants or options to acquire or with respect to any such shares or ownership interest or convertible or exchangeable securities; (D) any phantom equity or similar contractual rights; or (E) take any action to cause to be exercisable any otherwise unexercisable option under any existing share option plan except, in each case: (1) for issuances of Parent Shares in respect of (I) any exercise of Parent Options in accordance with their terms, (II) the exercise of any Parent ESPP Purchase Rights under the terms of the Parent ESPP, or (III) the vesting of or delivery of shares under Parent RSUs in accordance with their terms; (2) for transactions solely between or among Parent and its wholly-owned Subsidiaries; and (3) grants of Parent Options and Parent RSUs in the ordinary course of business under the Parent Equity Plans and the grant of purchase rights under the Parent ESPP in the ordinary course of business; (iii) amend, or propose to amend, or permit the adoption of any amendment to any of the Organizational Documents of Parent or any of its Subsidiaries; (iv) effect a reclassification of shares, stock split, reverse stock split or similar transaction with respect to any shares of capital stock or other ownership interest in Parent; (v) (A) merge or consolidate with any Person or (B) adopt a plan of complete or partial liquidation, dissolution, consolidation, restructuring or recapitalization of Parent or any of its “significant subsidiaries,” as defined in Rule 1-02(w) of Regulation S-Xcurrent quarterly dividends; provided, however, that nothing contained herein shall prohibit Parent from increasing the foregoing shall not prohibit internal reorganizations quarterly cash dividend on the Parent Common Stock up to $0.15 per share; (b) take any action that is intended or consolidations involving wholly owned Subsidiaries of Parent that would not may reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement; (vi) acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest result in or a portion of the assets of any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets of any other Person, except for (A) the purchase of supplies and inventory from suppliers or vendors in the ordinary course of business consistent with past practice; and (B) transactions with a value of less than $500,000 in any single instance or $1,500,000 in the aggregate; (vii) change any of its financial or Tax accounting methods or practices in any respect, except as required by GAAP or Law; or (viii) agree or commit to take any of the actions described conditions to the Merger set forth in clauses Article VIII not being satisfied; (ic) through change its methods of accounting in effect at March 31, 1998, except in accordance with changes in GAAP or regulatory accounting principles as concurred to by Parent's independent auditors; or (viid) agree to do any of this Section 5.02(b). Notwithstanding the foregoing, nothing in this Agreement is intended to give the Company, directly or indirectly, the right to control or direct the business or operations of Parent or any of its Subsidiaries at any time prior to the Effective Time. Prior to the Effective Time, Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its business and operations.ARTICLE VII ADDITIONAL AGREEMENTS 7.1

Covenants of Parent. (a) Except Parent agrees that the legends and stop transfer instructions referred to in Section 3 will be removed to the extent that: (i) as set forth a sale is effected in Section 5.02(a) compliance with the provisions of the Parent Disclosure LetterRule 145(d)(1), (ii) as required by applicable Lawone year shall have elapsed from the date the undersigned acquired the Specified Parent Shares and the provisions of Rule 145(d)(2) are then available to Stockholder, (iii) as expressly required by this Agreementtwo years shall have elapsed from the date Stockholder acquired Specified Parent Shares and the provisions of Rule 145(d)(3) are then available to Stockholder; (iv) counsel reasonably satisfactory to Parent shall have advised Parent in a written opinion letter (satisfactory in form and content to Parent), upon which Parent may rely, that such legends and stop transfer instructions may legally be removed and that any sale, transfer or other disposition of the Specified Parent Shares after such removal will be exempt from the registration requirements under the Securities Act, or (ivv) an authorized representative of the SEC shall have rendered written advice to Stockholder to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take action, if such legends and stop transfer instructions are removed and if a sale, transfer or other disposition of the Specified Parent Shares is made after such removal, and a copy of such written advice and all other related communications with the prior written consent of the Company (which consent SEC shall not be unreasonably delayed, withheld or conditioned), during the Pre-Closing Period, Parent shall, and shall cause each of its Subsidiaries to, (A) conduct its business and operations in all material respects in the ordinary course of business consistent with past practice and (B) use commercially reasonable efforts to preserve intact its current business organizations and its relationships with material customers, suppliers, licensors, licensees, distributors, Governmental Bodies and others having business relationships that are material to Parent or its Subsidiaries taken as a whole; provided, that no action by the Parent or any of its Subsidiaries to the extent expressly permitted by an exception to any of Section 5.02(b) shall be a breach of this Section 5.02(a). During the Pre-Closing Period, Parent shall, promptly upon learning of the same, notify the Company (A) of any Effect known to Parent that is reasonably likely, individually or taken together with all other Effects known have been delivered to Parent, to result in a Parent Material Adverse Effect and (B) any matter reasonably likely to constitute a failure by Parent of any of the conditions contained in Section 7.03(a) or Section 7.03(b). (b) Except (i) as set forth on Section 5.02(b) Parent agrees that, for a period of the Parent Disclosure Letter, (ii) as required by applicable Law, (iii) as expressly required by this Agreement, or (iv) with the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), during the Pre-Closing Period, Parent shall not and shall not permit any of its Subsidiaries, without the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), to: (i) declare, set aside or pay any dividends on or make other distributions in respect of any of its capital stock or shares, except: (A) for the declaration and payment of dividends by a direct or indirect wholly-owned Subsidiary of Parent solely to its parent; or (B) in connection with intercompany purchases of capital stock or share capital among one or more of the Company and its Subsidiaries; (ii) issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of (A) any shares of capital stock or other ownership interest in Parent or any of its Subsidiaries; (B) any securities convertible into or exchangeable or exercisable for any such shares or ownership interest; (C) any rights, warrants or options to acquire or with respect to any such shares or ownership interest or convertible or exchangeable securities; (D) any phantom equity or similar contractual rights; or (E) take any action to cause to be exercisable any otherwise unexercisable option under any existing share option plan except, in each case: (1) for issuances of Parent Shares in respect of (I) any exercise of Parent Options in accordance with their terms, (II) the exercise of any Parent ESPP Purchase Rights under the terms of the Parent ESPP, or (III) the vesting of or delivery of shares under Parent RSUs in accordance with their terms; (2) for transactions solely between or among Parent and its wholly-owned Subsidiaries; and (3) grants of Parent Options and Parent RSUs in the ordinary course of business under the Parent Equity Plans and the grant of purchase rights under the Parent ESPP in the ordinary course of business; (iii) amend, or propose to amend, or permit the adoption of any amendment to any of the Organizational Documents of Parent or any of its Subsidiaries; (iv) effect a reclassification of shares, stock split, reverse stock split or similar transaction with respect to any shares of capital stock or other ownership interest in Parent; (v) (A) merge or consolidate with any Person or (B) adopt a plan of complete or partial liquidation, dissolution, consolidation, restructuring or recapitalization of Parent or any of its “significant subsidiaries,” as defined in Rule 1-02(w) of Regulation S-X; provided, however, that the foregoing shall not prohibit internal reorganizations or consolidations involving wholly owned Subsidiaries of Parent that would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement; (vi) acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of the assets of any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets of any other Person, except for (A) the purchase of supplies and inventory from suppliers or vendors in the ordinary course of business consistent with past practice; and (B) transactions with a value of less than $500,000 in any single instance or $1,500,000 in the aggregate; (vii) change any of its financial or Tax accounting methods or practices in any respect, except as required by GAAP or Law; or (viii) agree or commit to take any of the actions described in clauses (i) through (vii) of this Section 5.02(b). Notwithstanding the foregoing, nothing in this Agreement is intended to give the Company, directly or indirectly, the right to control or direct the business or operations of Parent or any of its Subsidiaries at any time prior to the Effective Time. Prior to least two years after the Effective Time, Parent shall exerciseit will use all reasonable efforts to make publicly available the information required by, consistent with and in the terms and conditions of this Agreementmanner specified by, complete control and supervision over its business and operationsRule 144(c) or any successor rule under the Securities Act.

Covenants of Parent. (a) Except as expressly provided in this Agreement, during the period from the date of this Agreement to the Effective Time, the Parent shall use commercially reasonably efforts to, and shall cause its Subsidiaries to use commercially reasonable efforts to, (i) conduct its business in the ordinary and usual course consistent with past practices and prudent banking practice, (ii) maintain and preserve intact its business organization, properties, leases, employees and advantageous business relationships and retain the services of its officers and key employees, (iii) take no action which would adversely affect or delay the ability of the Company or the Parent to perform it covenants and agreements on a timely basis under this Agreement, and (iv) take no action which would adversely affect or delay the ability of the Company, the Parent, the Company Bank or the Parent Bank to obtain any necessary approvals, consents or waivers of any governmental authority required for the transactions contemplated hereby or which would reasonably be expected to result in any such approvals, consents or waivers containing any material condition or restriction. Without limiting the generality of the foregoing, and except as set forth in Section 5.02(a) 6.2 of the Parent Disclosure Letter, (ii) Schedule or as required by applicable Law, (iii) as expressly required by this Agreement, or (iv) with the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), during the Pre-Closing Period, Parent shall, and shall cause each of its Subsidiaries to, (A) conduct its business and operations in all material respects in the ordinary course of business consistent with past practice and (B) use commercially reasonable efforts to preserve intact its current business organizations and its relationships with material customers, suppliers, licensors, licensees, distributors, Governmental Bodies and others having business relationships that are material to Parent or its Subsidiaries taken as a whole; provided, that no action otherwise specifically provided by the Parent Agreement or any of its Subsidiaries consented to in writing by the extent expressly permitted by an exception to any of Section 5.02(b) shall be a breach of this Section 5.02(a). During the Pre-Closing Period, Parent shall, promptly upon learning of the same, notify the Company (A) of any Effect known to Parent that is reasonably likely, individually or taken together with all other Effects known to Parent, to result in a Parent Material Adverse Effect and (B) any matter reasonably likely to constitute a failure by Parent of any of the conditions contained in Section 7.03(a) or Section 7.03(b). (b) Except (i) as set forth on Section 5.02(b) of the Parent Disclosure Letter, (ii) as required by applicable Law, (iii) as expressly required by this Agreement, or (iv) with the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), during the Pre-Closing PeriodCompany, Parent shall not not, and shall not permit any of its Subsidiaries, without the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), Subsidiaries to: (ia) declaresolely in the case of Parent, set aside declare or pay any dividends on or make any other distributions in respect of any of its capital stock or shares, except: (A) for the declaration and payment of dividends by a direct or indirect wholly-owned Subsidiary of Parent solely to other than its parent; or (B) in connection with intercompany purchases of capital stock or share capital among one or more of the Company and its Subsidiaries; (ii) issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of (A) any shares of capital stock or other ownership interest in Parent or any of its Subsidiaries; (B) any securities convertible into or exchangeable or exercisable for any such shares or ownership interest; (C) any rights, warrants or options to acquire or with respect to any such shares or ownership interest or convertible or exchangeable securities; (D) any phantom equity or similar contractual rights; or (E) take any action to cause to be exercisable any otherwise unexercisable option under any existing share option plan except, in each case: (1) for issuances of Parent Shares in respect of (I) any exercise of Parent Options in accordance with their terms, (II) the exercise of any Parent ESPP Purchase Rights under the terms of the Parent ESPP, or (III) the vesting of or delivery of shares under Parent RSUs in accordance with their terms; (2) for transactions solely between or among Parent and its wholly-owned Subsidiaries; and (3) grants of Parent Options and Parent RSUs in the ordinary course of business under the Parent Equity Plans and the grant of purchase rights under the Parent ESPP in the ordinary course of business; (iii) amend, or propose to amend, or permit the adoption of any amendment to any of the Organizational Documents of Parent or any of its Subsidiaries; (iv) effect a reclassification of shares, stock split, reverse stock split or similar transaction with respect to any shares of capital stock or other ownership interest in Parent; (v) (A) merge or consolidate with any Person or (B) adopt a plan of complete or partial liquidation, dissolution, consolidation, restructuring or recapitalization of Parent or any of its “significant subsidiaries,” as defined in Rule 1-02(w) of Regulation S-Xcurrent quarterly dividends; provided, however, that nothing contained herein shall prohibit Parent from increasing the foregoing shall not prohibit internal reorganizations quarterly cash dividend on the Parent Common Stock up to $0.15 per share; (b) take any action that is intended or consolidations involving wholly owned Subsidiaries of Parent that would not may reasonably be expected to prevent or materially delay the consummation result in any of the transactions contemplated by this Agreementconditions to the Merger set forth in Article VIII not being satisfied; (vic) acquire or agree to acquirechange its methods of accounting in effect at March 31, by merging or consolidating with, by purchasing an equity interest in or a portion of the assets of any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets of any other Person1998, except for (A) the purchase of supplies and inventory from suppliers or vendors in the ordinary course of business consistent accordance with past practice; and (B) transactions with a value of less than $500,000 changes in any single instance or $1,500,000 in the aggregate; (vii) change any of its financial or Tax accounting methods or practices in any respect, except as required by GAAP or Lawregulatory accounting principles as concurred to by Parent's independent auditors; or (viiid) agree or commit to take do any of the actions described in clauses (i) through (vii) of this Section 5.02(b). Notwithstanding the foregoing, nothing in this Agreement is intended to give the Company, directly or indirectly, the right to control or direct the business or operations of Parent or any of its Subsidiaries at any time prior to the Effective Time. Prior to the Effective Time, Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its business and operations.

Covenants of Parent. (a) Except as expressly provided in this Agreement, during the period from the date of this Agreement to the Effective Time, Parent shall use commercially reasonably efforts to, and shall cause its Subsidiaries to use commercially reasonable efforts to, (i) maintain and preserve intact its business organization, properties, leases, employees and advantageous business relationships and retain the services of its officers and key employees, (ii) take no action which would materially adversely affect or delay the ability of the Company or Parent to perform its covenants and agreements on a timely basis under this Agreement, and (iii) take no action which would materially adversely affect or delay the ability of the Company or Parent to obtain any necessary approvals, consents or waivers of any Governmental Entity or third party required for the transactions contemplated hereby or which would reasonably be expected to result in any such approvals, consents or waivers containing any material condition or restriction. Without limiting the generality of the foregoing, and except as set forth in Section 5.02(a) 5.2 of the Parent Disclosure Letter, (ii) Schedule or as required by applicable Law, (iii) as expressly required otherwise specifically provided by this Agreement, Agreement or (iv) with the prior written consent of consented to in writing by the Company (which such consent shall not to be unreasonably delayed, withheld or conditionedwithheld), during the Pre-Closing Period, Parent shall, and shall cause each of its Subsidiaries to, (A) conduct its business and operations in all material respects in the ordinary course of business consistent with past practice and (B) use commercially reasonable efforts to preserve intact its current business organizations and its relationships with material customers, suppliers, licensors, licensees, distributors, Governmental Bodies and others having business relationships that are material to Parent or its Subsidiaries taken as a whole; provided, that no action by the Parent or any of its Subsidiaries to the extent expressly permitted by an exception to any of Section 5.02(b) shall be a breach of this Section 5.02(a). During the Pre-Closing Period, Parent shall, promptly upon learning of the same, notify the Company (A) of any Effect known to Parent that is reasonably likely, individually or taken together with all other Effects known to Parent, to result in a Parent Material Adverse Effect and (B) any matter reasonably likely to constitute a failure by Parent of any of the conditions contained in Section 7.03(a) or Section 7.03(b). (b) Except (i) as set forth on Section 5.02(b) of the Parent Disclosure Letter, (ii) as required by applicable Law, (iii) as expressly required by this Agreement, or (iv) with the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), during the Pre-Closing Period, Parent shall not not, and shall not permit any of its Subsidiaries, without the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), Subsidiaries to: (a) take any action that is intended or may reasonably be expected to result in any of the conditions to the Merger set forth in Article VII of this Agreement not being satisfied or not being satisfied prior to the Cut-Off Date; (b) change its methods of accounting in effect at September 30, 2015, except in accordance with changes in GAAP or regulatory accounting principles as concurred with by Parent’s independent auditors; (c) amend its certificate of incorporation, by-laws or similar governing documents other than (i) declareto enable Parent or the Parent’s Bank to comply with the provisions of this Agreement, set aside (ii) to establish one or pay any dividends on or make other distributions in respect of any of its capital stock or shares, except: (A) for the declaration and payment of dividends by a direct or indirect wholly-owned Subsidiary more series of Parent solely Preferred Stock or (iii) to its parentadopt provisions or authorize actions that do not materially and adversely affect the holders of Company Common Stock; or (Bd) in connection with intercompany purchases of capital stock or share capital among one or more of the Company and its Subsidiaries; (ii) issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of (A) any shares of capital stock or other ownership interest in Parent or any of its Subsidiaries; (B) any securities convertible into or exchangeable or exercisable for any such shares or ownership interest; (C) any rights, warrants or options agree to acquire or with respect to any such shares or ownership interest or convertible or exchangeable securities; (D) any phantom equity or similar contractual rights; or (E) take any action to cause to be exercisable any otherwise unexercisable option under any existing share option plan except, in each case: (1) for issuances of Parent Shares in respect of (I) any exercise of Parent Options in accordance with their terms, (II) the exercise of any Parent ESPP Purchase Rights under the terms of the Parent ESPP, or (III) the vesting of or delivery of shares under Parent RSUs in accordance with their terms; (2) for transactions solely between or among Parent and its wholly-owned Subsidiaries; and (3) grants of Parent Options and Parent RSUs in the ordinary course of business under the Parent Equity Plans and the grant of purchase rights under the Parent ESPP in the ordinary course of business; (iii) amend, or propose to amend, or permit the adoption of any amendment to do any of the Organizational Documents of Parent or any of its Subsidiaries; (iv) effect a reclassification of shares, stock split, reverse stock split or similar transaction with respect to any shares of capital stock or other ownership interest in Parent; (v) (A) merge or consolidate with any Person or (B) adopt a plan of complete or partial liquidation, dissolution, consolidation, restructuring or recapitalization of Parent or any of its “significant subsidiaries,” as defined in Rule 1-02(w) of Regulation S-X; provided, however, that the foregoing shall not prohibit internal reorganizations or consolidations involving wholly owned Subsidiaries of Parent that would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement; (vi) acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of the assets of any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets of any other Person, except for (A) the purchase of supplies and inventory from suppliers or vendors in the ordinary course of business consistent with past practice; and (B) transactions with a value of less than $500,000 in any single instance or $1,500,000 in the aggregate; (vii) change any of its financial or Tax accounting methods or practices in any respect, except as required by GAAP or Law; or (viii) agree or commit to take any of the actions described in clauses (i) through (vii) of this Section 5.02(b). Notwithstanding the foregoing, nothing in this Agreement is intended to give the Company, directly or indirectly, the right to control or direct the business or operations of Parent or any of its Subsidiaries at any time prior to the Effective Time. Prior to the Effective Time, Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its business and operations.

Covenants of Parent. (a) Except (i) as set forth in Section 5.02(a) Conduct of Parent's Operations. During the Parent Disclosure Letter, (ii) as required by applicable Law, (iii) as expressly required by period from the date of this Agreement, or (iv) with Agreement to the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), during the Pre-Closing PeriodEffective Time, Parent shall, and shall cause each of its the Parent Subsidiaries to, (A) conduct its business and operations in all material respects in the ordinary course of business consistent with past practice except as expressly contemplated by this Agreement and (B) the transactions contemplated hereby and shall use commercially its reasonable efforts to maintain and preserve intact its current business organizations organization and its material rights and franchises and to retain the services of its officers and key employees and maintain relationships with material customers, suppliers, licensors, licensees, distributors, Governmental Bodies suppliers and others having business relationships that are material to Parent or its Subsidiaries taken as a whole; provided, that no action by the Parent or any of its Subsidiaries other third parties to the extent expressly permitted by an exception to end that their goodwill and ongoing business shall not be impaired in any material respect. Without limiting the generality of Section 5.02(b) shall be a breach the foregoing, during the period from the date of this Agreement to the Effective Time or the earlier termination of this Agreement pursuant to Section 5.02(a). During the Pre-Closing Period7.1, Parent shallshall not, promptly upon learning of the same, notify the Company (A) of any Effect known and with respect to Parent that is reasonably likely, individually or taken together with all other Effects known to Parent, to result in a Parent Material Adverse Effect and (B) any matter reasonably likely to constitute a failure by Parent of any of the conditions contained in Section 7.03(a) or Section 7.03(b). (b) Except clauses (i) as set forth on Section 5.02(band (ii) below, Sub shall not, and with respect to clause (iii) and (iv) below, Parent shall cause each of the Parent Disclosure LetterSubsidiaries not to, (ii) except as required by applicable Law, (iii) as otherwise expressly required contemplated by this Agreement, or (iv) with Agreement and the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), during the Pre-Closing Period, Parent shall not and shall not permit any of its Subsidiariestransactions contemplated hereby, without the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), toCompany: (i) declaredo or effect any of the following actions with respect to its securities: (A) adjust, set aside split, combine or reclassify its capital stock, or (B) make, declare or pay any dividends on dividend or make other distributions in respect of distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any of its capital stock or shares, except: securities (A) for the declaration and payment of dividends by a direct or indirect wholly-owned Subsidiary of Parent solely to its parent; or (B) except in connection with intercompany purchases the use of shares of capital stock of Parent to pay the exercise price or share capital among one or more tax withholding in connection with stock-based employee benefit plans of the Company and its SubsidiariesParent); (ii) issuemake or propose any material change in its Certificate of Incorporation, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of (A) any shares of capital stock By-laws or other ownership interest in Parent or any of its Subsidiaries; (B) any securities convertible into or exchangeable or exercisable for any such shares or ownership interest; (C) any rights, warrants or options to acquire or with respect to any such shares or ownership interest or convertible or exchangeable securities; (D) any phantom equity or similar contractual rights; or (E) take any action to cause to be exercisable any otherwise unexercisable option under any existing share option plan except, in each case: (1) for issuances of Parent Shares in respect of (I) any exercise of Parent Options in accordance with their terms, (II) the exercise of any Parent ESPP Purchase Rights under the terms of the Parent ESPP, or (III) the vesting of or delivery of shares under Parent RSUs in accordance with their terms; (2) for transactions solely between or among Parent and its wholly-owned Subsidiaries; and (3) grants of Parent Options and Parent RSUs in the ordinary course of business under the Parent Equity Plans and the grant of purchase rights under the Parent ESPP in the ordinary course of businessorganizational documents; (iii) amendconduct its business in a manner or take, or propose cause to amendbe taken, or permit the adoption of any amendment to any of the Organizational Documents of Parent or any of its Subsidiaries; (iv) effect a reclassification of shares, stock split, reverse stock split or similar transaction with respect to any shares of capital stock or other ownership interest in Parent; (v) (A) merge or consolidate with any Person or (B) adopt a plan of complete or partial liquidation, dissolution, consolidation, restructuring or recapitalization of Parent or any of its “significant subsidiaries,” as defined in Rule 1-02(w) of Regulation S-X; provided, however, that the foregoing shall not prohibit internal reorganizations or consolidations involving wholly owned Subsidiaries of Parent action that would not or might reasonably be expected to prevent or materially delay the consummation of Parent or Sub from consummating the transactions contemplated by this Agreement; Agreement (vi) acquire unless such action is otherwise permitted or agree not prohibited hereunder), including without limitation, any action that may materially limit or delay the ability of Parent or Sub to acquire, consummate the transactions contemplated by merging this Agreement as a result of antitrust or consolidating with, by purchasing an equity interest in or a portion of the assets of any business or any corporation, partnership, association securities laws or other business organization or division thereof, or otherwise acquire or agree to acquire any assets of any other Person, except for (A) the purchase of supplies and inventory from suppliers or vendors in the ordinary course of business consistent with past practice; and (B) transactions with a value of less than $500,000 in any single instance or $1,500,000 in the aggregate; (vii) change any of its financial or Tax accounting methods or practices in any respect, except as required by GAAP or Lawregulatory concerns; or (viiiiv) agree or commit to take any of the actions described in clauses (i) through (vii) of this Section 5.02(b). Notwithstanding action prohibited by the foregoing, nothing in this Agreement is intended to give the Company, directly or indirectly, the right to control or direct the business or operations of Parent or any of its Subsidiaries at any time prior to the Effective Time. Prior to the Effective Time, Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its business and operations.

Covenants of Parent. (a) Except as expressly provided in this Agreement, during the period from the date of this Agreement to the Effective Time, Parent shall use commercially reasonable efforts to, and shall cause each of its Subsidiaries to use commercially reasonable efforts to, (i) conduct its business in the ordinary and usual course consistent with past practices and prudent banking practice; (ii) maintain and preserve intact its business organization, properties, leases, employees and advantageous business relationships and retain the services of its officers and key employees, (iii) take no action that would reasonably be expected to adversely affect or delay the ability of the Company or Parent to perform its covenants and agreements on a timely basis under this Agreement, and (iv) take no action that would adversely affect or delay the ability of the Company or Parent to obtain any necessary approvals, consents or waivers of any Governmental Entity or third party required for the transactions contemplated hereby or that would reasonably be expected to result in any such approvals, consents or waivers containing any material condition or restriction. Without limiting the generality of the foregoing, and except as set forth in Section 5.02(a) 5.2 of the Parent Disclosure Letter, (ii) Schedule or as required by applicable Law, (iii) as expressly required otherwise specifically provided by this Agreement, Agreement or (iv) with the prior written consent of as consented to in writing by the Company (which consent shall not be unreasonably delayedwithheld, withheld delayed or conditioned), during the Pre-Closing Period, Parent shall, and shall cause each of its Subsidiaries to, (A) conduct its business and operations in all material respects in the ordinary course of business consistent with past practice and (B) use commercially reasonable efforts to preserve intact its current business organizations and its relationships with material customers, suppliers, licensors, licensees, distributors, Governmental Bodies and others having business relationships that are material to Parent or its Subsidiaries taken as a whole; provided, that no action by the Parent or any of its Subsidiaries to the extent expressly permitted by an exception to any of Section 5.02(b) shall be a breach of this Section 5.02(a). During the Pre-Closing Period, Parent shall, promptly upon learning of the same, notify the Company (A) of any Effect known to Parent that is reasonably likely, individually or taken together with all other Effects known to Parent, to result in a Parent Material Adverse Effect and (B) any matter reasonably likely to constitute a failure by Parent of any of the conditions contained in Section 7.03(a) or Section 7.03(b). (b) Except (i) as set forth on Section 5.02(b) of the Parent Disclosure Letter, (ii) as required by applicable Law, (iii) as expressly required by this Agreement, or (iv) with the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), during the Pre-Closing Period, Parent shall not not, and shall not permit any of its Subsidiaries, without the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), Subsidiaries to: (ia) declaresolely in the case of Parent, set aside declare or pay any dividends on on, or make other distributions in respect of, any of its capital stock, other than the declaration or payment of a quarterly cash dividend not to exceed $0.075 per share of Parent Common Stock at intervals consistent with Parent’s past practices over the prior twelve months; (b) (i) repurchase, redeem or otherwise acquire (except for the acquisition of Trust Account Shares and DPC Shares) any shares of the capital stock of Parent or any Subsidiary of Parent, or any securities convertible into or exercisable for any shares of the capital stock of Parent or any Subsidiary of Parent, (ii) split, combine or reclassify any shares of its capital stock or sharesissue or authorize or propose the issuance of any other securities in respect of, except: in lieu of or in substitution for shares of its capital stock, (Aiii) for issue, deliver or sell, or authorize or propose the declaration and payment issuance, delivery or sale of, any shares of dividends by a direct or indirect wholly-owned Subsidiary of Parent solely to its parent; or (B) in connection with intercompany purchases of capital stock or share capital among one or more of the Company and its Subsidiaries; (ii) issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of (A) any shares of capital stock or other ownership interest in Parent or any of its Subsidiaries; (B) any securities convertible into or exchangeable exercisable for, or exercisable for any such shares or ownership interest; (C) any rights, warrants or options to acquire acquire, any such shares, (iv) accelerate the exercisability or vesting of any Parent Stock Options or Parent Restricted Shares other than any acceleration disclosed in Section 5.2(i)(I) of the Parent Disclosure Schedule or (v) enter into any agreement with respect to any such shares or ownership interest or convertible or exchangeable securities; (D) any phantom equity or similar contractual rights; or (E) take any action to cause to be exercisable any otherwise unexercisable option under any existing share option plan of the foregoing, except, in each case: the case of clauses (1ii) and (iii), for issuances the issuance of shares of Parent Shares in respect of (I) any Common Stock upon the exercise of Parent Stock Options outstanding under the Parent Stock Incentive Plans as of the date hereof as set forth in Section 4.2(b) of the Parent Disclosure Schedule, any such exercise to be in accordance with their terms, (II) the exercise of any Parent ESPP Purchase Rights under the original terms of the Parent ESPP, or (III) the vesting of or delivery of shares under Parent RSUs in accordance with their terms; (2) for transactions solely between or among Parent and its wholly-owned Subsidiaries; and (3) grants of Parent Options and Parent RSUs in the ordinary course of business under the Parent Equity Plans and the grant of purchase rights under the Parent ESPP in the ordinary course of businesssuch options; (iiic) amendamend its certificate of incorporation, by-laws or propose other similar governing documents, except as provided herein with respect to amend, or permit the adoption Amended and Restated Certificate of any amendment to any of Incorporation and the Organizational Documents of Parent or any of its SubsidiariesAmended and Restated By-Laws; (ivd) effect a reclassification make any capital expenditures other than those that are made in the Ordinary Course of shares, stock split, reverse stock split Business or similar transaction with respect are necessary to any shares of capital stock or other ownership interest maintain existing assets in Parentgood repair; (ve) (A) merge enter into any new line of business or consolidate with offer any Person new products or (B) adopt a plan of complete or partial liquidation, dissolution, consolidation, restructuring or recapitalization of Parent or any of its “significant subsidiaries,” as defined in Rule 1-02(w) of Regulation S-X; provided, however, that the foregoing shall not prohibit internal reorganizations or consolidations involving wholly owned Subsidiaries of Parent that would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreementservices; (vif) acquire or agree to acquire, by merging or consolidating with, or by purchasing an a substantial equity interest in or a substantial portion of the assets of of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, thereof or otherwise acquire any assets, other than in connection with foreclosures, settlements in lieu of foreclosure or agree to acquire any assets of any other Person, except for (A) the purchase of supplies and inventory from suppliers troubled loan or vendors debt restructurings in the ordinary course Ordinary Course of business consistent with past practice; and (B) transactions with a value of less than $500,000 in any single instance or $1,500,000 in the aggregateBusiness; (viig) take any action that is intended or may reasonably be expected to result in any of the conditions to the Merger set forth in Article VII of this Agreement not being satisfied or not being satisfied prior to the Cut-off Date; (h) change any its methods of its financial or Tax accounting methods or practices in any respecteffect at December 31, 2012, except as required by changes in GAAP or Law; orregulatory accounting principles as concurred with in writing by the Company’s independent auditors; (viii) agree or commit to take any of the actions described in clauses (i) through (vii1) enter into, establish, adopt, amend, modify or terminate any Parent Benefit Plan or any agreement, arrangement, plan, trust, other funding arrangement or policy between Parent or any Subsidiary of Parent and one or more of its current or former directors, officers, employees or independent contractors, change any trustee or custodian of the assets of any plan or transfer plan assets among trustees or custodians, (2) increase or accelerate payment of in any manner the compensation or fringe benefits of any director, officer or employee or pay any bonus or benefit not required by any Parent Benefit Plan or agreement as in effect as of the date hereof or (3) grant, award, amend, modify or accelerate any stock options, stock appreciation rights, restricted shares, restricted share units, performance units or shares or any other awards under the Parent Stock Incentive Plans or otherwise, other than (x) any acceleration required under the terms of the Parent Stock Incentive Plans in effect on the date hereof or under any grant agreement issued thereunder as such grant agreement exists on the date hereof, (y) any acceleration disclosed in Section 5.2(i)(I) of the Parent Disclosure Schedule and (z) amendments to the employment agreement among Parent, the Parent’s Bank and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and the non-competition agreement between Parent and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, in the form and substance of the amendments set forth in Section 5.2(i)(II) of the Company Disclosure Schedule, effective as of the Effective Time; (j) other than activities in the Ordinary Course of Business, sell, lease, encumber, assign or otherwise dispose of, or agree to sell, lease, encumber, assign or otherwise dispose of, any of its material assets, properties (including, without limitation, any Parent Property) or other rights or agreements except as otherwise specifically contemplated by this Agreement or otherwise take or permit any action that otherwise would impair the condition of title to the Parent Property or any part thereof; (k) other than in the Ordinary Course of Business or as permitted by Section 5.2(q) of this Section 5.02(b). Notwithstanding Agreement, incur any indebtedness for borrowed money or assume, guarantee, endorse or otherwise as an accommodation become responsible for the foregoingobligations of any other individual, nothing corporation or other entity; (l) file any application to relocate or terminate the operations of any banking office of it or any of its Subsidiaries; (m) create, renew, amend or terminate or give notice of a proposed renewal, amendment or termination of, any material contract, agreement or lease for goods, services or office space (including, without limitation, any Real Property Lease) to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries or their respective properties is bound; (n) settle any claim, action or proceeding involving any liability of the Company or any of its Subsidiaries for money damages in this Agreement is intended to give excess of $200,000 or involving any material restrictions upon the Company, directly or indirectly, the right to control or direct the business or operations of Parent or any of its Subsidiaries at Subsidiaries; (o) except in the Ordinary Course of Business with respect to loans made by Parent’s Bank, waive or release any time prior material right or collateral or cancel or compromise any extension of credit or other debt or claim; (p) make, renegotiate, renew, increase, extend, modify or purchase any loan, lease (credit equivalent), advance, credit enhancement or other extension of credit, if (A) such transaction is not made in accordance with the Parent’s Board-approved loan policy manual in effect on the date hereof (the “Parent Lending Manual”), or (B) (1) under the Lending Manual, such action must be approved by the Board or the Loan Committee of the Board of Directors of the Parent Bank, and (2) such transaction involves an extension or renewal of an existing loan, lease (credit equivalent), advance, credit enhancement or other extension of credit with an aggregate principal amount in excess of $10,000,000; (q) incur any additional borrowings beyond those set forth in Section 5.2(q) of the Parent Disclosure Schedule other than Federal Home Loan Bank borrowings with a final maturity of five years or less and reverse repurchase agreements, in either case in the Ordinary Course of Business, or pledge any of its assets to secure any borrowings other than as required pursuant to the Effective Time. Prior terms of borrowings of Parent or any Subsidiary of Parent in effect at the date hereof or in connection with borrowings or reverse repurchase agreements permitted hereunder (it being understood that deposits shall not be deemed to be borrowings within the meaning of this sub-section); (r) make any investment or commitment to invest in real estate, other than investments related to maintenance of owned or leased real estate used by Parent as of the date hereof, or in any real estate development project, other than real estate acquired in satisfaction of defaulted mortgage loans; (s) except pursuant to commitments existing at the date hereof which have previously been disclosed in writing to the Effective TimeCompany, make any construction loans outside the Ordinary Course of Business, make any real estate loans secured by undeveloped land or make any real estate loans secured by land located outside the States of New Jersey and New York; (t) establish, or make any commitment relating to the establishment of, any new branch or other office facilities other than those for which all regulatory approvals have been obtained; (u) elect to the Board of Directors of Parent any person who is not a member of the Board of Directors of Parent as of the date hereof; (v) change any method of Tax accounting, make or change any Tax election, file any amended Tax Return, settle or compromise any Tax liability, agree to an extension or waiver of the statute of limitations with respect to the assessment or determination of Taxes, enter into any closing agreement with respect to any Tax or surrender any right to claim a Tax refund; (w) after a Parent Acquisition Proposal (whether or not conditional) or intention to make a Parent Acquisition Proposal (whether or not conditional) shall exercisehave been made directly to Parent’s shareholders or otherwise publicly disclosed or otherwise communicated or made known to any member of senior management of Parent or any member of Parent’s Board of Directors, consistent with take any intentional act, or intentionally omit to take any act, that causes any one or more of Parent’s representations in this Agreement to be inaccurate in any material respect as of the terms and conditions date of this Agreement, complete control and supervision over its business and operationssuch act or omission; (x) take any other action outside of the Ordinary Course of Business; or (y) agree to do any of the foregoing.

Covenants of Parent. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Parent agrees, as to itself and its Subsidiaries, except to the extent that Company shall otherwise consent in writing (awhich consent shall not be unreasonably withheld or delayed) Except (i) and except as required by this Agreement or as set forth in Section 5.02(a) 5.02 of the Parent Disclosure LetterSchedule, to carry on its business in the usual, regular and ordinary course in substantially the same manner as previously conducted (iiit being acknowledged that the foregoing shall not limit the ability of Parent to make or pursue corporate acquisitions that will not violate any of the restrictions set forth in clause (d) of this Section 5.02 or in clause (e) of this Section 5.02 as it relates to clause (d) of this Section 5.02), to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform its other obligations when due subject to good faith disputes over such obligations, and, to the extent consistent with such business, use all reasonable efforts consistent with past practices and policies to preserve substantially intact its present business organization, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors, and others having business dealings with it and except in each case where the failure to do so would not have a Parent Material Adverse Effect. Except as required by applicable Lawthis Agreement or as set forth in Section 5.02 of the Parent Disclosure Schedule, Parent shall not (iii) as expressly required by this Agreementand shall not permit any of its Subsidiaries to), or (iv) with without the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned)delayed): (a) declare or pay any dividends on or make any other distributions (whether in cash, during the Pre-Closing Period, Parent shall, and shall cause each stock or property) in respect of any of its Subsidiaries tocapital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or purchase or otherwise acquire, directly or indirectly, any shares of its capital stock except from former employees, directors and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of service to Parent or any of its Subsidiaries; (Ab) conduct its business and operations sell, lease, license or otherwise dispose of a material property or asset or a material amount of properties or assets, except for transactions in all the ordinary course of business; (c) transfer or license to any person or entity or otherwise extend, amend or modify in any material respects respect any rights to the Parent Intellectual Property Rights other than on a non-exclusive basis in the ordinary course of business consistent with past practice and (B) use commercially reasonable efforts to preserve intact its current business organizations and its relationships with material customers, suppliers, licensors, licensees, distributors, Governmental Bodies and others having business relationships that are material to Parent or its Subsidiaries taken as a whole; provided, that no action by the Parent or any of its Subsidiaries to the extent expressly permitted by an exception to any of Section 5.02(b) shall be a breach of this Section 5.02(a). During the Pre-Closing Period, Parent shall, promptly upon learning of the same, notify the Company (A) of any Effect known to Parent that is reasonably likely, individually or taken together with all other Effects known to Parent, to result in a Parent Material Adverse Effect and (B) any matter reasonably likely to constitute a failure by Parent of any of the conditions contained in Section 7.03(a) or Section 7.03(b). (b) Except (i) as set forth on Section 5.02(b) of the Parent Disclosure Letter, (ii) as required by applicable Law, (iii) as expressly required by this Agreement, or (iv) with the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), during the Pre-Closing Period, Parent shall not and shall not permit any of its Subsidiaries, without the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), to: (i) declare, set aside or pay any dividends on or make other distributions in respect of any of its capital stock or shares, except: (A) for the declaration and payment of dividends by a direct or indirect wholly-owned Subsidiary of Parent solely to its parent; or (B) in connection with intercompany purchases of capital stock or share capital among one or more of the Company and its Subsidiariespractices; (iid) issue, sell, pledge, dispose of engage in any action or encumber, enter into any transaction or authorize the issuance, sale, pledge, disposition or encumbrance of (A) any shares of capital stock or other ownership interest in Parent or any of its Subsidiaries; (B) any securities convertible into or exchangeable or exercisable for any such shares or ownership interest; (C) any rights, warrants or options to acquire or with respect to any such shares or ownership interest or convertible or exchangeable securities; (D) any phantom equity or similar contractual rights; or (E) take permit any action to cause be taken or transaction to be exercisable any otherwise unexercisable option under any existing share option plan except, in each case: (1) for issuances of Parent Shares in respect of (I) any exercise of Parent Options in accordance with their terms, (II) the exercise of any Parent ESPP Purchase Rights under the terms of the Parent ESPP, or (III) the vesting of or delivery of shares under Parent RSUs in accordance with their terms; (2) for transactions solely between or among Parent and its wholly-owned Subsidiaries; and (3) grants of Parent Options and Parent RSUs in the ordinary course of business under the Parent Equity Plans and the grant of purchase rights under the Parent ESPP in the ordinary course of business; (iii) amend, or propose to amend, or permit the adoption of any amendment to any of the Organizational Documents of Parent or any of its Subsidiaries; (iv) effect a reclassification of shares, stock split, reverse stock split or similar transaction with respect to any shares of capital stock or other ownership interest in Parent; (v) (A) merge or consolidate with any Person or (B) adopt a plan of complete or partial liquidation, dissolution, consolidation, restructuring or recapitalization of Parent or any of its “significant subsidiaries,” as defined in Rule 1-02(w) of Regulation S-X; provided, however, entered into that the foregoing shall not prohibit internal reorganizations or consolidations involving wholly owned Subsidiaries of Parent that would not could reasonably be expected to prevent or materially delay the consummation of, or otherwise adversely affect, any of the transactions contemplated by this Agreement; (vi) acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of the assets of any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets of any other Person, except for (A) the purchase of supplies and inventory from suppliers or vendors in the ordinary course of business consistent with past practice; and (B) transactions with a value of less than $500,000 in any single instance or $1,500,000 in the aggregate; (vii) change any of its financial or Tax accounting methods or practices in any respect, except as required by GAAP or Law; or (viiie) agree in writing or commit otherwise to take any of the actions described in clauses (iSection 5.02(a) through (vii) of this Section 5.02(b5.02(d). Notwithstanding the foregoing, nothing in this Agreement is intended to give the Company, directly or indirectly, the right to control or direct the business or operations of Parent or any of its Subsidiaries at any time prior to the Effective Time. Prior to the Effective Time, Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its business and operations.

Covenants of Parent. (a) Except From and after the date of this Agreement until the earlier of the Effective Time or termination of this Agreement in accordance with its terms, and except (i) as expressly contemplated or required by this Agreement, (ii) as set forth in Section 5.02(a) 4.2 of the Parent Disclosure Letter, (iiiii) as required by applicable Law, (iii) as expressly required by this AgreementLaw or the regulations or requirements of any stock exchange or regulatory organization applicable to Parent or any of its Subsidiaries, or (iv) with the Company’s prior written consent of the Company (which consent shall is not to be unreasonably withheld, conditioned or delayed, withheld or conditioned), during the Pre-Closing Period, Parent shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course consistent with past practice and use reasonable best efforts to preserve its business organization intact, maintain its material assets and properties in their current condition (normal wear and tear excepted) and maintain its existing relations and goodwill with customers, suppliers, distributors, creditors, lessors and tenants, and shall maintain the status of Parent as a REIT. (b) From and after the date of this Agreement until the earlier of the Effective Time or termination of this Agreement in accordance with its terms, and except (i) as expressly contemplated or required by this Agreement, (ii) as set forth in Section 4.2 of the Parent Disclosure Letter, (iii) as required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to Parent or any of its Subsidiaries, or (iv) with the Company’s prior written consent (which consent is not to be unreasonably withheld, conditioned or delayed), Parent shall not, and shall not permit any of its Subsidiaries to, do any of the following (it being understood that if any action or inaction is permitted by any clause under this Section 4.2(b) such action or inaction shall be deemed permitted pursuant to Section 4.2(a)): (i) other than in connection with the Parent Authorized Capital Amendment or Parent Reverse Stock Split, amend or waive any provision under any of the Organizational Documents of Parent, Merger Sub or the Parent Operating Partnership in a material respect; (ii) other than the Parent Reverse Stock Split, split, combine, subdivide or reclassify any shares of capital stock or other equity interests of Parent or any of its Subsidiaries; (iii) enter into any new material line of business; (iv) declare, set aside or pay any dividend on or make any other distributions (whether in cash, stock, property or otherwise) with respect to shares of capital stock of Parent or any of its Subsidiaries or other equity securities or ownership interests in Parent or any of its Subsidiaries, except for (A) conduct the declaration and payment by Parent of dividends, payable quarterly with declaration, record and payment dates consistent with past practice, at a rate not to exceed a quarterly rate of $0.0725 per share of Parent Common Stock, (B) the declaration and payment of dividends or other distributions to the Parent or the Parent Operating Partnership by any direct or indirect wholly owned Subsidiary of the Parent, (C) the declaration and payment of pro rata dividends or other distributions by the Parent Operating Partnership, and (D) the declaration and payment of dividends or other distributions by any Parent Joint Venture as required pursuant to its business Organizational Documents as in effect prior to the date of this Agreement; provided, however, that, notwithstanding the restriction on dividends and operations other distributions in all material respects this Section 4.2(b)(iv), Parent and any of its Subsidiaries shall, subject to Section 5.10, be permitted to make distributions, including under Section 858 or Section 860 of the Code, reasonably necessary for Parent or any of its Subsidiaries that is qualified as a REIT under the Code as of the date hereof to maintain its qualification as a REIT under the Code or applicable state Law and avoid the imposition of any entity level income or excise Tax under the Code or applicable state Law (any such distribution described in this proviso, a “Special Parent Distribution”); (v) except for (A) issuances of shares of Parent Common Stock upon the exercise or settlement of Parent equity awards in accordance with the terms of the applicable Parent Equity Plan and awards, (B) grants of Parent equity awards made in the ordinary course of business consistent with past practice and or otherwise required by any Parent Benefit Plan, (BC) use commercially reasonable efforts to preserve intact its current business organizations and its relationships with material customersissuances of shares of Parent Common Stock upon the exchange or conversion of limited partnership units of the Parent Operating Partnership, suppliers, licensors, licensees, distributors, Governmental Bodies and others having business relationships that are material to Parent or its Subsidiaries taken as a whole; provided, that no action (D) issuances of partnership units by the Parent or any of its Subsidiaries to the extent expressly permitted by an exception to any of Section 5.02(b) shall be a breach of this Section 5.02(a). During the Pre-Closing Period, Parent shall, promptly upon learning of the same, notify the Company (A) of any Effect known to Parent that is reasonably likely, individually or taken together with all other Effects known Operating Partnership to Parent, to result in a Parent Material Adverse Effect and (BE) any matter reasonably likely to constitute issuances by a failure by Parent of any of the conditions contained in Section 7.03(a) or Section 7.03(b). (b) Except (i) as set forth on Section 5.02(b) of the Parent Disclosure Letter, (ii) as required by applicable Law, (iii) as expressly required by this Agreement, or (iv) with the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), during the Pre-Closing Period, Parent shall not and shall not permit any of its Subsidiaries, without the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), to: (i) declare, set aside or pay any dividends on or make other distributions in respect of any wholly owned Subsidiary of its capital stock or shares, except: (A) for the declaration and payment of dividends by a direct other equity interests to its parent or indirect wholly-to another wholly owned Subsidiary of Parent solely to its parent; or (B) or issuance of any directors’ qualifying shares in connection accordance with intercompany purchases of capital stock or share capital among one or more of the Company and its Subsidiaries; (ii) applicable Law, issue, deliver or sell, pledge, dispose of or encumber, or authorize or propose the issuance, saledelivery or sale of, pledge, disposition or encumbrance of (A) any shares of Parent’s capital stock or other ownership interest in equity interests or that of a Subsidiary of Parent, any Voting Debt, any stock appreciation rights, stock options, restricted shares or other equity-based awards (whether discretionary, formulaic or automatic grants and whether under the Parent Equity Plans or any of its Subsidiaries; (Botherwise) or any securities convertible into or exercisable or exchangeable for, or exercisable for any such shares or ownership interest; (C) any rights, warrants or options to acquire acquire, any such shares or equity interests or Voting Debt, or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, such shares or other equity interests or Voting Debt, or enter into any agreement with respect to any such shares of the foregoing; (vi) repurchase, redeem or ownership interest otherwise acquire, or convertible or exchangeable securities; (D) permit any phantom equity or similar contractual rights; or (E) take any action to cause to be exercisable any otherwise unexercisable option under any existing share option plan except, in each case: (1) for issuances Subsidiary of Parent Shares in respect to redeem, purchase or otherwise acquire any shares of (I) its capital stock or other equity interests or any exercise securities convertible into or exercisable for any shares of its capital stock or other equity interests, except for acquisitions of shares of Parent Options Common Stock tendered by holders of Parent equity awards in accordance with their terms, (II) the exercise of any Parent ESPP Purchase Rights under the terms of the Parent ESPP, or (III) the vesting of or delivery of shares under Parent RSUs in accordance with their terms; (2) for transactions solely between or among Parent and its wholly-owned Subsidiaries; and (3) grants of Parent Options and Parent RSUs in the ordinary course of business under the applicable Parent Equity Plans Plan and awards as in effect on the grant date of purchase rights under this Agreement in order to satisfy obligations to pay the Parent ESPP in the ordinary course of businessexercise price and/or Tax withholding obligations with respect thereto; (iii) amend, or propose to amend, or permit the adoption of any amendment to any of the Organizational Documents of Parent or any of its Subsidiaries; (iv) effect a reclassification of shares, stock split, reverse stock split or similar transaction with respect to any shares of capital stock or other ownership interest in Parent; (v) (A) merge or consolidate with any Person or (Bvii) adopt a plan of complete or partial liquidation, liquidation or resolutions providing for or authorizing such a liquidation or a dissolution, consolidationrestructuring, restructuring recapitalization or recapitalization reorganization, including any bankruptcy related action or reorganization, in each case other than transactions solely between or among wholly owned Subsidiaries of Parent; (viii) incur, create, assume, refinance, prepay or replace any Indebtedness or issue or amend or modify the material terms of any debt securities or assume, guarantee or endorse, or otherwise become responsible (whether directly, contingently or otherwise) for the Indebtedness of any other Person (other than a wholly owned Subsidiary of Parent), except (A) Indebtedness incurred under Parent’s existing revolving credit facility or any existing construction loans in the ordinary course of business, (B) Indebtedness of any Subsidiary of Parent to Parent or to another Subsidiary of Parent, (C) guarantees by (or releases of guarantees of) Parent or any of its Subsidiaries in respect of Indebtedness of Parent or any of its Subsidiaries and (D) Indebtedness incurred to finance the transactions contemplated by this Agreement (including the repayment of Indebtedness in connection therewith); (ix) change its methods of financial accounting or financial accounting policies, except as required by changes in GAAP (or any interpretation thereof) or in applicable Law or the SEC; (x) take any action, or fail to take any action, which would reasonably be expected to cause Parent to fail to qualify as a REIT or any of its Subsidiaries to cease to be treated as a partnership or disregarded entity for U.S. federal income tax purposes or as a QRS, a TRS or a REIT under the applicable provisions of Section 856 of the Code, as the case may be; (xi) take any action, or knowingly fail to take any action, which action or failure to act could be reasonably expected to prevent the Merger from qualifying as a “significant subsidiaries,reorganization” as defined in Rule 1-02(wwithin the meaning of Section 368(a) of Regulation S-X; providedthe Code; (xii) make, howeverchange or rescind any material election relating to Taxes (it being understood, for the avoidance of doubt, that nothing in this Agreement shall preclude Parent from designating dividends paid by it as “capital gain dividends” within the foregoing shall not prohibit internal reorganizations meaning of Section 857 of the Code), change a material method of Tax accounting, amend any material Tax Return, settle or consolidations involving wholly owned Subsidiaries compromise any material federal, state, local or foreign income Tax liability, audit, claim or assessment, enter into any material closing agreement related to Taxes, or surrender any right to claim any material refund of Taxes, except in each case as necessary or appropriate to (A) preserve Parent’s qualification as a REIT under the Code, or (B) preserve the status of any Subsidiary of Parent as a partnership or disregarded entity for U.S. federal income tax purposes or as a QRS, a TRS or a REIT under the applicable provisions of Section 856 of the Code, as the case may be; (xiii) engage in any transactions that would not be reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement; (vi) acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of the assets of any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets of any other Person, except for (A) the purchase of supplies and inventory from suppliers or vendors in the ordinary course of business consistent with past practice; and (B) transactions with a value of less than $500,000 in any single instance or $1,500,000 in the aggregate; (vii) change any of its financial or Tax accounting methods or practices in any respect, except as required by GAAP or LawMerger; or (viiixiv) agree to, or commit to take make any commitment to, take, or authorize, any of the actions described in clauses (i) through (vii) of prohibited by this Section 5.02(b). 4.2. (c) Notwithstanding anything to the foregoingcontrary set forth in this Agreement, but subject to Section 5.10, nothing in this Agreement is intended to give the Company, directly or indirectly, the right to control or direct the business or operations of shall prohibit Parent or any of its Subsidiaries from taking any action, at any time or from time to time, that in the reasonable judgment of the Board of Directors of Parent, upon advice of counsel to Parent, is reasonably necessary for Parent to maintain its qualification as a REIT under the Code for any period or portion thereof ending on or prior to the Effective Time. Prior Time or to avoid incurring entity level income or excise Taxes under the Code (including making dividend or other distribution payments to stockholders of Parent in accordance with this Agreement) or to preserve the status of any Subsidiary of Parent as a partnership or disregarded entity for U.S. federal income tax purposes or as a QRS, a TRS or a REIT under the applicable provisions of Section 856 of the Code. (d) Parent shall (i) use its reasonable best efforts to obtain the opinions of counsel described in Section 6.2(d) and Section 6.3(c), (ii) deliver to Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇ (or other nationally recognized law firm reasonably satisfactory to Parent) and ▇▇▇▇▇▇▇ Procter LLP (or other nationally recognized law firm reasonably satisfactory to the Effective TimeCompany) an officer’s certificate, dated as of the Closing Date (and, if required, as of the effective date of the Form S-4), signed by an officer of Parent, containing customary representations of Parent as shall exercisebe reasonably necessary or appropriate to enable Wachtell, consistent with Lipton, ▇▇▇▇▇ & ▇▇▇▇ and ▇▇▇▇▇▇▇ Procter LLP (or, if applicable, such other nationally recognized law firm(s)) to render the terms opinions described in Section 6.3(c) and conditions Section 6.2(c), respectively, on the Closing Date (and, if required, as of this Agreementthe effective date of the Form S-4, complete control satisfying the requirements of Item 601 of Regulation S-K under the Securities Act) (a “Parent Tax Representation Letter”); and supervision over its business (iii) deliver to Parent’s counsel or other tax advisor reasonably satisfactory to the Company (it being agreed and operationsunderstood that a tax advisor that is a “Big Four” accounting firm is reasonably satisfactory to the Company) (“Parent’s REIT Counsel”) an officer’s certificate, dated as of the Closing Date (and, if required, as of the effective date of the Form S-4), signed by an officer of Parent, containing customary representations of Parent as shall be reasonably necessary or appropriate to enable Parent’s REIT Counsel to render the opinion described in Section 6.2(d) on the Closing Date (and, if required, as of the effective date of the Form S-4, satisfying the requirements of Item 601 of Regulation S-K under the Securities Act).

Covenants of Parent. (a) Except From and after the date hereof until the earlier of the Effective Time or termination of this Agreement in accordance with its terms, and except (i) as expressly contemplated or permitted by this Agreement, (ii) as set forth in Section 5.02(a4.2(a) of the Parent Disclosure Letter, (iiiii) as required by applicable Law, (iii) as expressly required by this AgreementLaw or the regulations or requirements of any stock exchange or regulatory organization applicable to Parent or any of its Subsidiaries, or (iv) with the Company’s prior written consent of the Company (which consent shall is not to be unreasonably withheld, conditioned or delayed, withheld or conditioned), during the Pre-Closing Period, Parent shall, agrees as to itself and shall cause each of its Subsidiaries to, (A) conduct its business and operations in all material respects in the ordinary course of business consistent with past practice and (B) that such entities shall use commercially reasonable efforts to preserve intact its (1) carry on their respective businesses in the ordinary course consistent with past practice in all material respects, (2) maintain their material assets and properties in their current business organizations condition in all material respects (normal wear and tear and damage caused by casualty or by any reason outside of Parent and its relationships Subsidiaries’ reasonable control excepted), (3) preserve Parent’s business organization intact, and to maintain its existing relations and goodwill with material customers, suppliers, licensors, licensees, distributors, Governmental Bodies creditors, lessors and others having business relationships that are tenants, (4) maintain all insurance policies in all material to respects and (5) maintain the status of Parent or its Subsidiaries taken as a whole; provided, that no action by the Parent or any of its Subsidiaries to the extent expressly permitted by an exception to any of Section 5.02(b) shall be a breach of this Section 5.02(a). During the Pre-Closing Period, Parent shall, promptly upon learning of the same, notify the Company (A) of any Effect known to Parent that is reasonably likely, individually or taken together with all other Effects known to Parent, to result in a Parent Material Adverse Effect and (B) any matter reasonably likely to constitute a failure by Parent of any of the conditions contained in Section 7.03(a) or Section 7.03(b)REIT. (b) Except Parent agrees as to itself and its Subsidiaries that, from the date hereof until the earlier of the Effective Time or termination of this Agreement in accordance with its terms, except (i) as expressly contemplated or permitted by this Agreement, (ii) as set forth on in Section 5.02(b4.2(b) of the Parent Disclosure Letter, (iiiii) as required by applicable Law, (iii) as expressly required by this AgreementLaw or the regulations or requirements of any stock exchange or regulatory organization applicable to Parent or any of its Subsidiaries, or (iv) with the Company’s prior written consent of the Company (which consent shall is not to be unreasonably withheld, conditioned or delayed, withheld or conditioned), during the Pre-Closing Period, Parent such entities shall not and shall not permit any of its Subsidiaries, without the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), tonot: (i) declare(A) split, set aside combine, subdivide or pay any dividends on or make other distributions in respect of reclassify any of its capital stock or sharesissue or authorize or propose the issuance of any other securities in respect of, except: (A) for the declaration and payment in lieu of dividends by a direct or indirect wholly-owned Subsidiary in substitution for, shares of Parent solely to its parent; or capital stock, or (B) in connection with intercompany purchases repurchase, redeem or otherwise acquire, or permit any Subsidiary to redeem, purchase or otherwise acquire any shares of its capital stock or share any securities convertible into or exercisable for any shares of its capital among one stock, other than (1) repurchases, redemptions or more exchanges of partnership units of Realty Income, L.P. for Parent Common Stock required pursuant to the Parent Partnership Agreement, or (2) acquisitions of shares of Parent Common Stock tendered by holders of, or otherwise deliverable pursuant to, Parent Equity Awards in accordance with the terms of the Company and its Subsidiariesapplicable Parent Equity Plan in order to satisfy obligations to pay the exercise price and/or Tax withholding obligations with respect thereto; (ii) issue, sell, pledge, dispose amend or propose to amend the organizational documents of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of (A) any shares of capital stock or other ownership interest in Parent or any of its Subsidiaries; Merger Sub (B) any securities convertible into except for immaterial or exchangeable or exercisable for any such shares or ownership interest; (C) any rights, warrants or options to acquire or with respect to any such shares or ownership interest or convertible or exchangeable securities; (D) any phantom equity or similar contractual rights; or (E) take any action to cause to be exercisable any otherwise unexercisable option under any existing share option plan except, in each case: (1) for issuances of Parent Shares in respect of (I) any exercise of Parent Options in accordance with their terms, (II) the exercise of any Parent ESPP Purchase Rights under the terms of the Parent ESPP, or (III) the vesting of or delivery of shares under Parent RSUs in accordance with their terms; (2) for transactions solely between or among Parent and its wholly-owned Subsidiaries; and (3) grants of Parent Options and Parent RSUs in the ordinary course of business under the Parent Equity Plans and the grant of purchase rights under the Parent ESPP in the ordinary course of businessministerial amendments); (iii) amendexcept as disclosed in any Parent SEC Document filed prior to the date of this Agreement, (x) fail to maintain all financial books and records in all material respects in accordance with GAAP or propose to amend(y) change its methods of accounting in effect as of December 31, or permit the adoption of any amendment to any of the Organizational Documents of Parent 2022, except as required by changes in GAAP (or any of its Subsidiariesinterpretation thereof) or in applicable Law, the SEC or the Financial Accounting Standards Board or any similar organization; (iv) effect a reclassification of shares, stock split, reverse stock split or similar transaction with respect to any shares of capital stock or other ownership interest in Parent; (v) (A) merge or consolidate with any Person or (B) adopt a plan of complete or partial liquidation, liquidation or resolutions providing for or authorizing such a liquidation or a dissolution, consolidationrestructuring, restructuring recapitalization or recapitalization of Parent or any of its “significant subsidiaries,” as defined in Rule 1-02(w) of Regulation S-Xreorganization; provided, however, that the foregoing shall not prohibit internal reorganizations or consolidations involving existing wholly owned Subsidiaries of Parent that would not reasonably be expected to prevent or materially impede, hinder or delay the consummation of the transactions contemplated by this Agreement; (viv) acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of waive the assets of any business or any corporation, partnership, association or other business organization or division thereofexcess share provisions of, or otherwise acquire grant or agree increase an exception to acquire any assets or waiver of any ownership limits set forth in, the organizational documents of Parent or any of its Subsidiaries for any Person (other Personthan the Company or any of its Subsidiaries); (vi) take any action, except for (A) the purchase of supplies and inventory from suppliers or vendors in the ordinary course of business consistent with past practice; and (B) transactions with fail to take any action, which would reasonably be expected to cause Parent to fail to qualify as a value of less than $500,000 in any single instance or $1,500,000 in the aggregateREIT; (vii) change take any action, or knowingly fail to take any action, which action or failure to act could be reasonably expected to prevent the Merger from qualifying as a “reorganization” within the meaning of its financial or Tax accounting methods or practices in any respect, except as required by GAAP or LawSection 368(a) of the Code; or (viii) agree to, or commit to take make any commitment to, take, or authorize, any of the actions described in clauses (i) through (vii) of prohibited by this Section 5.02(b). 4.2. (c) Notwithstanding anything to the foregoingcontrary set forth in this Agreement, nothing in this Agreement is intended to give the Companyshall prohibit Parent from taking any action, directly or indirectly, the right to control or direct the business or operations of Parent or any of its Subsidiaries at any time or from time to time, that in the reasonable judgment of the Board of Directors of Parent, upon advice of tax counsel to Parent, is reasonably necessary for Parent to avoid incurring entity level income or excise Taxes under the Code or maintain its qualification as a REIT under the Code, including making dividend or other distribution payments to stockholders of Parent in accordance with this Agreement or otherwise or to qualify or preserve the status of any Subsidiary of Parent as a disregarded entity or partnership for federal income tax purposes or as a Qualified REIT Subsidiary, a Taxable REIT Subsidiary or a REIT under the applicable provisions of Section 856 of the Code, as the case may be, provided Parent provides notice to the Company before taking such action. (d) Parent shall (i) use its reasonable best efforts to obtain or cause to be provided the opinions referred to in Section 6.2(e) and Section 6.3(d), (ii) use its reasonable best efforts to obtain or cause to be provided opinions of counsel consistent with the opinions of counsel referred to in Section 6.2(e) and Section 6.3(d) but dated as of the effective date of the Form S-4, to the extent required for the Form S-4 to be declared effective by the SEC, (iii) deliver to Parent REIT Counsel an officer’s certificate, dated as of the Closing Date and, if applicable, as of the effective date of the Form S-4, as applicable, signed by an officer of Parent and in form and substance reasonably satisfactory to Parent REIT Counsel and the Company (it being agreed and understood that an officer’s certificate substantially similar to the draft officer’s certificate provided to Parent REIT Counsel and the Company prior to the Effective Time. Prior to the Effective Time, Parent shall exercise, consistent with the terms and conditions date of this Agreement, complete control if any, is and supervision over its business will be in form and operationssubstance reasonably satisfactory to Parent REIT Counsel and the Company subject to reasonable changes to take into account any changes in fact or law), containing representations of Parent reasonably necessary or appropriate to enable Parent REIT Counsel to render the tax opinion described in Section 6.2(e) and any similar opinion described in Section 4.2(d)(ii), and (iv) deliver to Parent Merger Counsel and Company Merger Counsel a tax representation letter in form and substance reasonably satisfactory to Parent Merger Counsel and Company Merger Counsel, containing representations of Parent and Merger Sub reasonably necessary or appropriate to enable such counsel to render the applicable tax opinions described in Section 6.2(d) and Section 6.3(d) and any similar opinions described in Section 4.1(d)(ii) and Section 4.2(d)(ii).

Covenants of Parent. (a) Except (i) as set forth in Section 5.02(a6.02(a) of the Parent Disclosure Letter, (ii) as required or prohibited by applicable Law, (iii) as expressly permitted or expressly required by this Agreement, Agreement or (iv) with the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), during the Pre-Closing Period, Parent shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to (A) conduct carry on its business and operations in all material respects in the ordinary course of business consistent with past practice in all material respects and (B) use commercially reasonable efforts to preserve intact its current business organizations and its relationships with material customers, material suppliers, licensors, licensees, distributors, Governmental Bodies and others having business relationships that are material to Parent or its Subsidiaries taken as a whole; , provided, that (i) no action by the Parent or any of its Subsidiaries to the extent expressly permitted by an exception to any of Section 5.02(b6.02(b) shall be a breach of this Section 5.02(a). During the Pre-Closing Period, Parent shall, promptly upon learning of the same, notify the Company (A) of any Effect known to Parent that is reasonably likely, individually or taken together with all other Effects known to Parent, to result in a Parent Material Adverse Effect and (B) any matter reasonably likely to sentence unless such action would constitute a failure by Parent breach of any another provision of the conditions contained in this Section 7.03(a) or Section 7.03(b)6.02. (b) Except Without limiting the generality of Section 6.02(a), during the Pre-Closing Period and except (i) as set forth on in Section 5.02(b6.02(b) of the Parent Disclosure Letter, (ii) as required or prohibited by applicable Law, (iii) as expressly required or expressly permitted by this Agreement, Agreement or (iv) with the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), during the Pre-Closing Period, Parent shall not and shall cause its Subsidiaries not permit any of its Subsidiaries, without the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), to: (i) (1) declare, set aside aside, establish a record date for or pay any dividends on or make other distributions (whether in cash, stock or property) in respect of any of its capital stock or sharesParent Capital Stock, except: except (A) for the declaration and payment of dividends or distributions by a direct or indirect wholly-owned Subsidiary of Parent solely to its parent; or , (B) any forfeitures or repurchases of Parent Equity Awards granted under the Parent Equity Plans, or (C) to satisfy any applicable Tax withholding in connection with intercompany purchases of capital stock or share capital among one or more respect of the Company and its Subsidiariesexercise, vesting or settlement of any Parent Equity Award; (ii) issue, sell, pledge, dispose of or encumber, sell or authorize the issuanceissuance or sale of, saleor make any option to purchase with respect to, pledge, disposition or encumbrance of (A1) any shares of capital stock or other ownership interest in Parent Capital Stock or any equity securities of its Subsidiaries; Parent’s subsidiaries, (B2) any securities convertible into or exchangeable or exercisable for any such shares or ownership interest; , (C3) any phantom equity or similar contractual rights or (4) any rights, warrants or options to acquire or with respect to any such shares or ownership interest or convertible or securities exchangeable securities; (D) any phantom equity or similar contractual rights; or (E) take any action to cause to be exercisable any otherwise unexercisable option under any existing share option plan exceptinto such shares, except in each case: (1A) the grant of Parent Equity Awards or any other equity compensation award pursuant to any stockholder-approved equity plan, (B) for issuances of Parent Shares Common Stock upon the vesting, exercise or settlement of Parent Equity Awards (and dividend equivalents thereon, if applicable) outstanding prior to the date hereof or issued after the date hereof in respect of compliance with this Agreement, (IC) any exercise of the Parent Options Warrants and in accordance with their termsrespective terms on the date hereof, (IID) the exercise of any Parent ESPP Purchase Rights under the terms of the Parent ESPP, or (III) the vesting of or delivery of shares under Parent RSUs in accordance with their terms; (2) for transactions solely between or among Parent and its wholly-wholly owned Subsidiaries, (E) Permitted Liens, (F) the issuance by Parent of not more than 12.5% of the total number of shares of Parent Common Stock issued and outstanding as of the date of this Agreement determined on a fully-diluted basis, (G) the sale or issuance of Parent Common Stock in connection with one or more mergers; acquisitions of securities, businesses, property or other assets, products or technologies; joint ventures; commercial relationships or other strategic corporate transactions or alliances, whether structured as a merger, stock purchase, business combination or otherwise and (3I) grants the sale of Parent Options and Parent RSUs in Class A Common Stock upon the ordinary course exercise of business under the equity greenshoe option granted to Magnetar Financial LLC pursuant to the Parent Equity Plans and the grant of purchase rights under the Parent ESPP in the ordinary course of business2021 Note Purchase Agreement; (iii) other than as expressly permitted or required by this Agreement in furtherance of the Contemplated Transactions, amend, or propose to amend, or permit the adoption of any amendment to amend any of the Parent’s Organizational Documents of Parent (including by merger, consolidation or any of its Subsidiariesotherwise) in a manner that would be adverse to the Company or the Company’s stockholders; (iv) effect a recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction with or authorize the issuance of any other securities in respect to any of, in lieu of, or in substitution for shares of its capital stock or other ownership interest in Parentstock; (v) (A) merge or consolidate with any Person or (B) adopt a plan of complete or partial liquidation, liquidation or dissolution, consolidation, restructuring or recapitalization of Parent or any of its “significant subsidiaries,” as defined in Rule 1-02(w) of Regulation S-X; provided, however, that the foregoing shall not prohibit internal reorganizations or consolidations involving wholly owned Subsidiaries of Parent that would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement;or (vi) acquire or agree to acquireauthorize, by merging or consolidating with, by purchasing an equity interest in or a portion of the assets of any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets of any other Person, except for (A) the purchase of supplies and inventory from suppliers or vendors in the ordinary course of business consistent with past practice; and (B) transactions with a value of less than $500,000 in any single instance or $1,500,000 in the aggregate; (vii) change any of its financial or Tax accounting methods or practices in any respect, except as required by GAAP or Law; or (viii) agree or commit to take any of the actions described in clauses (iSection 6.02(b)(i) through (vii) of this Section 5.02(b6.02(b)(iv). Notwithstanding the foregoing, nothing in this Agreement is intended to give the Company, directly or indirectly, the right to control or direct the business or operations of Parent or any of its Subsidiaries at any time prior to the Effective Time. Prior to the Effective Time, Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its business and operations.

Covenants of Parent. (a) Except From and after the date of this Agreement until the earlier of the Effective Time or termination of this Agreement in accordance with its terms, and except (i) as expressly contemplated or required by this Agreement, (ii) as set forth in Section 5.02(a) 4.2 of the Parent Disclosure Letter, (iiiii) as required by applicable LawLaw or the regulations or requirements of any stock exchange or regulatory organization applicable to Parent or any of its Subsidiaries, (iii) as expressly required by this Agreement, or (iv) to the extent action is reasonably taken (or reasonably omitted) in response to COVID-19 or the COVID-19 Measures, provided that such action (or omission) is generally consistent with Parent’s and its Subsidiaries’ actions taken (or omitted) prior to the date hereof in response to COVID-19 and the COVID-19 Measures and discussed in advance with the Company or (v) with the Company’s prior written consent of the Company (which consent shall is not to be unreasonably withheld, conditioned or delayed, withheld or conditioned), during the Pre-Closing Period, Parent shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course consistent with past practice and use reasonable best efforts to preserve its business organization intact, maintain its material assets and properties in their current condition (normal wear and tear excepted) and maintain its existing relations and goodwill with customers, suppliers, distributors, creditors, lessors and tenants, and shall maintain the status of Parent as a REIT. (b) From and after the date of this Agreement until the earlier of the Effective Time or termination of this Agreement in accordance with its terms, and except (w) as expressly contemplated or permitted by this Agreement, (x) as set forth in Section 4.2 of the Parent Disclosure Letter, (y) as required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to Parent or any of its Subsidiaries, or (z) with the Company’s prior written consent (which consent is not to be unreasonably withheld, conditioned or delayed), Parent shall not, and shall not permit any of its Subsidiaries to, do any of the following (it being understood that with respect to any action which is a subject matter of a subclause of this Section 4.2(b), if such action is permitted by the express terms of such subclause of this Section 4.2(b) such action or inaction shall be deemed permitted pursuant to Section 4.2(a)): (i) amend or waive any provision under any of the Organizational Documents of Parent in a manner that would materially and adversely affect the holders of Company Common Shares; (ii) split, combine, subdivide or reclassify any shares of capital stock or other equity or voting interests of Parent or any of its Subsidiaries; (iii) enter into any new material line of business; (iv) declare, set aside or pay any dividend on or make any other distributions (whether in cash, stock, property or otherwise) with respect to shares of capital stock of Parent or any of its Subsidiaries or other equity securities or ownership interests in Parent or any of its Subsidiaries, except for (A) conduct the declaration and payment by Parent of dividends, payable quarterly with declaration, record and payment dates consistent with past practice, (1) in respect of shares of Parent Common Stock at a rate not to exceed a quarterly rate of $0.17 per share of Parent Common Stock, (2) in respect of shares of Parent’s 5.125% Class L Cumulative Redeemable Preferred Stock pursuant to the terms thereof and (3) in respect of shares of Parent’s 5.25% Class M Cumulative Redeemable Preferred Stock pursuant to the terms thereof and (B) the declaration and payment of dividends or other distributions to Parent by any direct or indirect wholly owned Subsidiary of Parent, and (C) the declaration and payment of dividends or other distributions by any Parent Joint Venture in accordance with its business Organizational Documents as in effect prior to the date of this Agreement; provided, however, that, notwithstanding the restriction on dividends and operations other distributions in all material respects this Section 4.2(b)(iv), Parent and any of its Subsidiaries shall, subject to Section 5.11, be permitted to make distributions, including under Section 858 or Section 860 of the Code, reasonably necessary for Parent or any of its Subsidiaries that is qualified as a REIT under the Code as of the date hereof to maintain its qualification as a REIT under the Code or applicable state Law and avoid the imposition of any entity level income or excise Tax under the Code or applicable state Law (any such distribution described in this proviso, a “Special Parent Distribution”); (v) except for (A) issuances of shares of Parent Common Stock upon the exercise or settlement of Parent equity awards in accordance with the terms of the applicable Parent Equity Plan and awards, (B) grants of Parent equity awards made in the ordinary course of business consistent with past practice or otherwise required by any Parent Benefit Plan and (BC) use commercially reasonable efforts to preserve intact its current business organizations and its relationships with material customers, suppliers, licensors, licensees, distributors, Governmental Bodies and others having business relationships that are material to Parent or its Subsidiaries taken as a whole; provided, that no action by the Parent or any of its Subsidiaries to the extent expressly permitted by an exception to any of Section 5.02(b) shall be a breach of this Section 5.02(a). During the Pre-Closing Period, Parent shall, promptly upon learning of the same, notify the Company (A) of any Effect known to Parent that is reasonably likely, individually or taken together with all other Effects known to Parent, to result in a Parent Material Adverse Effect and (B) any matter reasonably likely to constitute a failure by Parent of any of the conditions contained in Section 7.03(a) or Section 7.03(b). (b) Except (i) as set forth on Section 5.02(b) of the Parent Disclosure Letter, (ii) as required by applicable Law, (iii) as expressly required by this Agreement, or (iv) with the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), during the Pre-Closing Period, Parent shall not and shall not permit any of its Subsidiaries, without the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), to: (i) declare, set aside or pay any dividends on or make other distributions in respect of any of its capital stock or shares, except: (A) for the declaration and payment of dividends issuances by a direct or indirect wholly-wholly owned Subsidiary of Parent solely of equity interests to its parent; or (B) parent or to another wholly owned Subsidiary of Parent or issuance of any directors’ qualifying shares in connection accordance with intercompany purchases of capital stock or share capital among one or more of the Company and its Subsidiaries; (ii) applicable Law, issue, deliver or sell, pledge, dispose of or encumber, or authorize or propose the issuance, saledelivery or sale of, pledge, disposition or encumbrance of (A) any shares of Parent’s capital stock or other ownership interest in equity or voting interests or that of a Subsidiary of Parent, any Voting Debt, any stock appreciation rights, stock options, restricted shares, restricted stock units, performance shares, performance stock units or other equity-based awards (whether discretionary, formulaic or automatic grants and whether under the Parent Equity Plans or any of its Subsidiaries; (Botherwise) or any securities convertible into or exercisable or exchangeable for, or exercisable for any such shares or ownership interest; (C) any rights, warrants or options to acquire acquire, any such shares or equity interests or Voting Debt, or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, such shares or other equity or voting interests or Voting Debt, or enter into any agreement with respect to any such of the foregoing; (vi) repurchase, redeem or otherwise acquire, or permit any Subsidiary of Parent to redeem, purchase or otherwise acquire any shares of its capital stock or ownership interest or convertible or exchangeable securities; (D) any phantom other equity or similar contractual rights; voting interests or any securities convertible into or exercisable for any shares of its capital stock or other equity or voting interests, except for (EA) take any action to cause to be exercisable any otherwise unexercisable option under any existing share option plan except, in each case: (1) for issuances acquisitions of shares of Parent Shares in respect of (I) any exercise Common Stock tendered by holders of Parent Options equity awards in accordance with their terms, (II) the exercise of any Parent ESPP Purchase Rights under the terms of the applicable Parent ESPPEquity Plan and awards in order to satisfy obligations to pay the exercise price and/or Tax withholding obligations with respect thereto, or (IIIB) the vesting creation of new wholly owned Subsidiaries organized to conduct or delivery continue activities otherwise permitted by this Agreement (including the other provisions of shares under this Section 4.2(b)), (C) redemptions of Parent RSUs in accordance with their terms; (2) for transactions solely between Joint Venture or among Parent and its wholly-owned Subsidiaries; operating partnership interests pursuant to the Organizational Documents of such entities and (3D) grants of Parent Options and Parent RSUs pursuant to repurchase plans described in the ordinary course of business under the Parent Equity Plans and the grant of purchase rights under the Parent ESPP SEC Documents in the ordinary course of business; (iii) amend, or propose to amend, or permit the adoption of any amendment to any of the Organizational Documents of Parent or any of its Subsidiaries; (iv) effect a reclassification of shares, stock split, reverse stock split or similar transaction with respect to any shares of capital stock or other ownership interest in Parent; (v) (A) merge or consolidate with any Person or (Bvii) adopt a plan of complete or partial liquidation, liquidation or resolutions providing for or authorizing such a liquidation or a dissolution, consolidationrestructuring, restructuring recapitalization or recapitalization of Parent reorganization, including any bankruptcy related action or any of its “significant subsidiaries,” as defined in Rule 1-02(w) of Regulation S-X; reorganization, provided, however, that the foregoing shall not prohibit (A) internal reorganizations or consolidations involving existing wholly owned Subsidiaries of Parent that would (I) not reasonably be expected to prevent or materially impede, hinder or delay the consummation of the transactions contemplated by this AgreementMerger or (II) result in any breach of any of the representations set forth in Section 3.2(h) (without regard to any materiality or similar qualification set forth therein); (viviii) acquire vote to approve or agree otherwise consent to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of the assets taking of any business or any corporation, partnership, association or other business organization or division thereofaction, or otherwise acquire fail to exercise any rights to veto or agree to acquire prevent, any assets action by any Parent Joint Venture that would be prohibited by this Section 4.2(b) if such Parent Joint Venture was a Subsidiary of any other Person, except for (A) the purchase of supplies and inventory from suppliers or vendors in the ordinary course of business consistent with past practice; and (B) transactions with a value of less than $500,000 in any single instance or $1,500,000 in the aggregateParent; (viiix) change any its methods of its financial accounting or Tax financial accounting methods or practices in any respectpolicies, except as required by changes in GAAP (or any interpretation thereof) or in applicable Law, the SEC or the Financial Accounting Standards Board or any similar organization; (x) take any action, or fail to take any action, which would reasonably be expected to cause Parent to fail to qualify as a REIT or any of its Subsidiaries to cease to be treated as a partnership or disregarded entity for U.S. federal income tax purposes or as a QRS, a TRS or a REIT under the applicable provisions of Section 856 of the Code, as the case may be, other than any redemption or purchase of interests in any Parent Joint Venture that causes such Parent Joint Venture to dissolve or become a disregarded entity for U.S. federal income tax purposes and that is effectuated in accordance with the Organizational Documents of such Parent Joint Venture as in effect prior to the date of this Agreement (xi) take any action, or knowingly fail to take any action, which action or failure to act could be reasonably expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (xii) make, change or rescind any material election relating to Taxes (it being understood, for the avoidance of doubt, that nothing in this Agreement shall preclude Parent from designating dividends paid by it as “capital gain dividends” within the meaning of Section 857 of the Code), change a material method of Tax accounting, amend any material Tax Return, settle or compromise any material federal, state, local or foreign income Tax liability, audit, claim or assessment, enter into any material closing agreement related to Taxes, or knowingly surrender any right to claim any material refund of Taxes, except in each case as necessary or appropriate, to (A) preserve Parent’s qualification as a REIT under the Code, or (B) preserve the status of any Subsidiary of Parent as a partnership or disregarded entity for U.S. federal income tax purposes or as a QRS, a TRS or a REIT under the applicable provisions of Section 856 of the Code, as the case may be; or (viiixiii) agree to, or commit to take make any commitment to, take, or authorize, any of the actions described in clauses (i) through (vii) of prohibited by this Section 5.02(b). 4.2. (c) Notwithstanding anything to the foregoingcontrary set forth in this Agreement, but subject to Section 5.11, nothing in this Agreement is intended to give the Company, directly or indirectly, the right to control or direct the business or operations of shall prohibit Parent or any of its Subsidiaries from taking any action, at any time or from time to time, that in the reasonable judgment of the Board of Directors of Parent, upon advice of counsel to Parent, is reasonably necessary for Parent to maintain its qualification as a REIT under the Code for any period or portion thereof ending on or prior to the Effective Time. Prior Time or to avoid incurring entity level income or excise Taxes under the Code (including making dividend or other distribution payments to stockholders of Parent in accordance with this Agreement) or to preserve the status of any Subsidiary of Parent as a partnership or disregarded entity for U.S. federal income tax purposes or as a QRS, a TRS or a REIT under the applicable provisions of Section 856 of the Code. (d) Parent shall (i) use its reasonable best efforts to obtain the opinions of counsel described in Section 6.2(d) and Section 6.3(c), (ii) deliver to Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇ (or other nationally recognized law firm reasonably satisfactory to Parent) and Dentons US LLP (or other nationally recognized law firm reasonably satisfactory to the Effective TimeCompany) an officer’s certificate, dated as of the Closing Date (and, if required, as of the effective date of the Form S-4), signed by an officer of Parent, containing customary representations of Parent as shall exercisebe reasonably necessary or appropriate to enable Wachtell, consistent with Lipton, ▇▇▇▇▇ & ▇▇▇▇ and Dentons US LLP (or, if applicable, such other nationally recognized law firm(s)) to render the terms opinions described in Section 6.3(c) and conditions Section 6.2(c), respectively, on the Closing Date (and, if required, as of this Agreementthe effective date of the Form S-4, complete control satisfying the requirements of Item 601 of Regulation S-K under the Securities Act) (a “Parent Tax Representation Letter”); and supervision over its business (iii) deliver to Parent’s counsel or other tax advisor reasonably satisfactory to the Company (it being agreed and operationsunderstood that each of Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇ and ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP is reasonably satisfactory to the Company) (“Parent’s REIT Counsel”) an officer’s certificate, dated as of the Closing Date (and, if required, as of the effective date of the Form S-4), signed by an officer of Parent, containing customary representations of Parent as shall be reasonably necessary or appropriate to enable Parent’s REIT Counsel to render the opinion described in Section 6.2(d) on the Closing Date (and, if required, as of the effective date of the Form S-4, satisfying the requirements of Item 601 of Regulation S-K under the Securities Act).

Covenants of Parent. (a) Except as expressly provided in this Agreement, during the period from the date of this Agreement to the Effective Time, Parent shall use commercially reasonably efforts to, and shall cause its Subsidiaries to use commercially reasonable efforts to, (i) as set forth in Section 5.02(a) maintain and preserve intact its business organization, properties, leases, employees and advantageous business relationships and retain the services of the Parent Disclosure Letterits officers and key employees, (ii) as required by applicable Lawtake no action which would materially adversely affect or delay the ability of the Company or Parent to perform it covenants and agreements on a timely basis under this Agreement, and (iii) as expressly required by this Agreement, take no action which would materially adversely affect or (iv) with delay the prior written consent ability of the Company (or Parent to obtain any necessary approvals, consents or waivers of any Governmental Entity or third party required for the transactions contemplated hereby or which consent shall not would reasonably be unreasonably delayedexpected to result in any such approvals, withheld consents or conditioned), during waivers containing any material condition or restriction. Without limiting the Pre-Closing Period, Parent shall, and shall cause each of its Subsidiaries to, (A) conduct its business and operations in all material respects in the ordinary course of business consistent with past practice and (B) use commercially reasonable efforts to preserve intact its current business organizations and its relationships with material customers, suppliers, licensors, licensees, distributors, Governmental Bodies and others having business relationships that are material to Parent or its Subsidiaries taken as a whole; provided, that no action by the Parent or any of its Subsidiaries to the extent expressly permitted by an exception to any of Section 5.02(b) shall be a breach of this Section 5.02(a). During the Pre-Closing Period, Parent shall, promptly upon learning generality of the sameforegoing, notify or as otherwise specifically provided by this Agreement or consented to in writing by the Company (A) of any Effect known such consent not to Parent that is reasonably likely, individually or taken together with all other Effects known to Parent, to result in a Parent Material Adverse Effect and (B) any matter reasonably likely to constitute a failure by Parent of any of the conditions contained in Section 7.03(a) or Section 7.03(b). (b) Except (i) as set forth on Section 5.02(b) of the Parent Disclosure Letter, (ii) as required by applicable Law, (iii) as expressly required by this Agreement, or (iv) with the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditionedwithheld), during from the Pre-Closing Perioddate of this Agreement until the Effective Time, Parent shall not not, and shall not permit any of its Subsidiaries, without the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), Subsidiaries to: (a) take any action that is intended or may reasonably be expected to result in any of the conditions to the Merger set forth in Article VII of this Agreement not being satisfied or not being satisfied prior to the Cut-Off Date; (b) change its methods of accounting in effect at December 31, 2018, except in accordance with changes in GAAP or regulatory accounting principles as concurred with by Parent’s independent auditors; (c) amend its certificate of incorporation, by-laws or similar governing documents other than (i) declareto enable Parent to comply with the provisions of this Agreement, set aside (ii) to enable Parent’s Bank to comply with the provisions of the Bank Merger Agreement, (iii) to establish one or pay any dividends on or make other distributions in respect of any of its capital stock or shares, except: (A) for the declaration and payment of dividends by a direct or indirect wholly-owned Subsidiary more series of Parent solely Preferred Stock or (iv) to its parentadopt provisions or authorize actions that do not materially and adversely affect the holders of Company Common Stock; or (Bd) in connection with intercompany purchases of capital stock or share capital among one or more of the Company and its Subsidiaries; (ii) issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of (A) any shares of capital stock or other ownership interest in Parent or any of its Subsidiaries; (B) any securities convertible into or exchangeable or exercisable for any such shares or ownership interest; (C) any rights, warrants or options agree to acquire or with respect to any such shares or ownership interest or convertible or exchangeable securities; (D) any phantom equity or similar contractual rights; or (E) take any action to cause to be exercisable any otherwise unexercisable option under any existing share option plan except, in each case: (1) for issuances of Parent Shares in respect of (I) any exercise of Parent Options in accordance with their terms, (II) the exercise of any Parent ESPP Purchase Rights under the terms of the Parent ESPP, or (III) the vesting of or delivery of shares under Parent RSUs in accordance with their terms; (2) for transactions solely between or among Parent and its wholly-owned Subsidiaries; and (3) grants of Parent Options and Parent RSUs in the ordinary course of business under the Parent Equity Plans and the grant of purchase rights under the Parent ESPP in the ordinary course of business; (iii) amend, or propose to amend, or permit the adoption of any amendment to do any of the Organizational Documents of Parent or any of its Subsidiaries; (iv) effect a reclassification of shares, stock split, reverse stock split or similar transaction with respect to any shares of capital stock or other ownership interest in Parent; (v) (A) merge or consolidate with any Person or (B) adopt a plan of complete or partial liquidation, dissolution, consolidation, restructuring or recapitalization of Parent or any of its “significant subsidiaries,” as defined in Rule 1-02(w) of Regulation S-X; provided, however, that the foregoing shall not prohibit internal reorganizations or consolidations involving wholly owned Subsidiaries of Parent that would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement; (vi) acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of the assets of any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets of any other Person, except for (A) the purchase of supplies and inventory from suppliers or vendors in the ordinary course of business consistent with past practice; and (B) transactions with a value of less than $500,000 in any single instance or $1,500,000 in the aggregate; (vii) change any of its financial or Tax accounting methods or practices in any respect, except as required by GAAP or Law; or (viii) agree or commit to take any of the actions described in clauses (i) through (vii) of this Section 5.02(b). Notwithstanding the foregoing, nothing in this Agreement is intended to give the Company, directly or indirectly, the right to control or direct the business or operations of Parent or any of its Subsidiaries at any time prior to the Effective Time. Prior to the Effective Time, Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its business and operations.

Covenants of Parent. (a) Except (i) as set forth in Section 5.02(a) 4.2 of the Parent Disclosure LetterSchedule, (ii) as required by applicable Law, (iii) as expressly required by this Agreement, or (iv) with the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned)Parent covenants and agrees that, during the Pre-Closing Periodperiod from the date hereof to the earlier of the termination of this Agreement in accordance with its terms and the Effective Time (except as otherwise specifically contemplated by the terms of this Agreement), unless the Company shall otherwise consent in writing, Parent shall, and shall cause each of its Subsidiaries to, (A) conduct its business and operations in all material respects in the ordinary course of business consistent with past practice and (B) use commercially reasonable best efforts to preserve substantially intact its current business organizations organization, to keep available the services of its present officers and key employees and to preserve its present relationships with material customerspersons with which it has significant business relations, suppliers, licensors, licensees, distributors, Governmental Bodies and others having business relationships that are except for any failures which would not be material to Parent or its Subsidiaries taken as a whole; provided, that no action by Parent. Without limiting the Parent or any generality of its Subsidiaries to the extent expressly permitted by an exception to any of Section 5.02(b) shall be a breach of this Section 5.02(a). During the Pre-Closing Periodforegoing, Parent shall, promptly upon learning of the same, notify the Company shall not (A) of any Effect known to Parent that is reasonably likely, individually or taken together with all other Effects known to Parent, to result in a Parent Material Adverse Effect and (B) any matter reasonably likely to constitute a failure by Parent of any of the conditions contained in Section 7.03(a) or Section 7.03(b). (b) Except (i) except as set forth on in Section 5.02(b) 4.2 of the Parent Disclosure Letter, (ii) Schedule and except as required otherwise specifically contemplated by applicable Law, (iii) as expressly required by the terms of this Agreement), or (iv) with between the prior written consent date of this Agreement and the earlier of the Company (which consent shall not be unreasonably delayedtermination of this Agreement in accordance with its terms and the Effective Time, withheld directly or conditioned)indirectly do, during the Pre-Closing Period, Parent shall not and shall not permit any of its Subsidiaries, the following without the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), toCompany: (a) (i) amend its certificate of incorporation or by-laws in such a manner as would cause holders of Company Common Stock that will receive Parent Common Stock pursuant to the Merger to be treated differently than other holders of Parent Common Stock; (ii) declare, set aside or pay any dividends on dividend payable in cash, stock or property or make any other distributions in distribution with respect of any of to Parent Common Stock; (iii) split, combine, subdivide or reclassify its capital stock or shares, except: (A) for the declaration and payment of dividends by a direct or indirect wholly-owned Subsidiary of Parent solely to its parent; or (B) in connection with intercompany purchases of capital stock or share capital among one or more of the Company and its Subsidiaries; (ii) issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of (A) any outstanding shares of capital stock or other ownership interest in Parent or otherwise effect any recapitalization of its Subsidiaries; (B) any securities convertible into or exchangeable or exercisable for any such capital stock, unless corresponding proportionate adjustments are made to the Parent Reference Price and kind of shares or ownership interest; (C) any rights, warrants or options to acquire or with respect to any such shares or ownership interest or convertible or exchangeable securities; (D) any phantom equity or similar contractual rightsrepresented by the Aggregate Merger Consideration; or (Eiv) take engage in any action to cause to be exercisable any otherwise unexercisable option under any existing share option plan except, in each case: (1) for issuances of Parent Shares in respect of (I) any exercise of Parent Options in accordance with their terms, (II) the exercise of any Parent ESPP Purchase Rights under the terms of the Parent ESPP, spin-off or (III) the vesting of or delivery of shares under Parent RSUs in accordance with their terms; (2) for transactions solely between or among Parent and its whollysplit-owned Subsidiaries; and (3) grants of Parent Options and Parent RSUs in the ordinary course of business under the Parent Equity Plans and the grant of purchase rights under the Parent ESPP in the ordinary course of businessoff; (iii) amend, or propose to amend, or permit the adoption of any amendment to any of the Organizational Documents of Parent or any of its Subsidiaries; (iv) effect a reclassification of shares, stock split, reverse stock split or similar transaction with respect to any shares of capital stock or other ownership interest in Parent; (v) (A) merge or consolidate with any Person or (Bb) adopt a plan of complete or partial liquidation, dissolution, consolidation, restructuring or recapitalization of liquidation with respect to Parent or any of its “significant subsidiaries,” as defined in Rule 1-02(w) of Regulation S-X; provided, however, that the foregoing shall not prohibit internal reorganizations resolutions providing for or consolidations involving wholly owned Subsidiaries of Parent that would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement; (vi) acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in authorizing such a liquidation or a portion of the assets of any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets of any other Person, except for (A) the purchase of supplies and inventory from suppliers or vendors in the ordinary course of business consistent with past practice; and (B) transactions with a value of less than $500,000 in any single instance or $1,500,000 in the aggregate; (vii) change any of its financial or Tax accounting methods or practices in any respect, except as required by GAAP or Lawdissolution; or (viiic) take, or offer or propose to take, or agree or commit to take in writing or otherwise, any of the actions described in clauses (iSections 4.2(a) through (vii4.2(c) of this Section 5.02(b). Notwithstanding the foregoing, nothing in this Agreement is intended to give the Company, directly or indirectly, the right to control or direct the business or operations of Parent or any action that would reasonably be expected to result in any of its Subsidiaries at any time prior to the Effective Time. Prior to the Effective Time, Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its business and operationsset forth in Article VI not being satisfied.

Covenants of Parent. (a) Except (i) as set forth in Section 5.02(a) From the date of this Agreement until the Parent Disclosure LetterEffective Time, (ii) as required by applicable Law, (iii) as expressly required by this Agreement, or (iv) with the prior written consent of unless the Company shall otherwise consent in writing (which consent shall not be unreasonably delayed, withheld or conditioned), during delayed) or except as set forth in Section 5.2 of the Pre-Closing PeriodParent Disclosure Letter or as otherwise expressly provided for or contemplated by this Agreement, Parent shall, and shall cause each of its the Parent Subsidiaries to, (A) conduct its business and operations in all material respects in the ordinary course of business and in a manner consistent with past practice practice, and (B) shall use commercially its reasonable best efforts to preserve intact its current business organizations organization and its goodwill and relationships with material all Governmental Entities, customers, suppliers, licensors, licensees, distributors, Governmental Bodies suppliers and others having business relationships that are material dealings with it and to Parent or maintain its Subsidiaries taken as a whole; providedcurrent rights and franchises, that no action by in each case, consistent with past practice. In addition to and without limiting the Parent or any of its Subsidiaries to the extent expressly permitted by an exception to any of Section 5.02(b) shall be a breach of this Section 5.02(a). During the Pre-Closing Period, Parent shall, promptly upon learning generality of the sameforegoing, notify the Company (A) of any Effect known to Parent that is reasonably likely, individually or taken together with all other Effects known to Parent, to result in a Parent Material Adverse Effect and (B) any matter reasonably likely to constitute a failure by Parent of any of the conditions contained except as expressly set forth in Section 7.03(a) or Section 7.03(b). (b) Except (i) as set forth on Section 5.02(b) 5.2 of the Parent Disclosure Letter, (ii) Letter or as otherwise expressly provided for or contemplated by this Agreement or as required by applicable Law, (iii) as expressly required by this Agreement, or (iv) with from the prior written consent of date hereof until the Company (which consent shall not be unreasonably delayed, withheld or conditioned), during the Pre-Closing Period, Parent shall not and shall not permit any of its SubsidiariesEffective Time, without the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioneddelayed), Parent shall not, and shall not permit any Parent Subsidiary to, directly or indirectly: (a) amend or modify any of the Constituent Documents of Parent; (b) (i) declare, set aside aside, make or pay any dividends on dividend or make other distributions distribution (whether in cash, stock or property) in respect of any of its capital stock Securities, other than dividends or shares, except: (A) for the declaration and payment of dividends distributions by a direct or indirect wholly-owned Subsidiary of Parent solely to its parent; or (B) in connection Subsidiaries or quarterly dividends consistent with intercompany purchases of capital stock past practice or share capital among one or more of the Company and its Subsidiaries; (ii) issuerepurchase, sell, pledge, dispose of redeem or encumber, otherwise acquire any Securities or authorize the issuance, sale, pledge, disposition or encumbrance of (A) any shares of capital stock or other ownership interest in Parent or any of its Subsidiaries; (B) any securities convertible into or exchangeable or exercisable for any such shares or ownership interest; (C) any rights, warrants or options to acquire or with respect to any such shares or ownership interest or convertible or exchangeable securities; (D) any phantom equity or similar contractual rights; or (E) take any action to cause to be exercisable any otherwise unexercisable option under any existing share option plan except, in each case: (1) for issuances of Parent Shares in respect of (I) any exercise of Parent Options in accordance with their terms, (II) the exercise of any Parent ESPP Purchase Equity Rights under the terms of the Parent ESPP, or (III) the vesting of or delivery of shares under Parent RSUs in accordance with their terms; (2) for transactions solely between or among Parent and its wholly-owned Subsidiaries; and (3) grants of Parent Options and Parent RSUs in the ordinary course of business under the Parent Equity Plans and the grant of purchase rights under the Parent ESPP in the ordinary course of business; (iii) amend, or propose to amend, or permit the adoption of any amendment to any of the Organizational Documents of Parent or any of its SubsidiariesParent Subsidiary; (ivc) effect a reclassification of sharesacquire by merging or consolidating with, stock splitor by share exchange, reverse stock split or similar transaction with respect to by purchase or by any shares of capital stock or other ownership interest in Parent; (v) (A) merge or consolidate with manner, any Person or (B) adopt a plan division, business or equity interest of complete or partial liquidationany Person, dissolution, consolidation, restructuring or recapitalization of Parent or any of its “significant subsidiaries,” as defined in Rule 1-02(w) of Regulation S-X; provided, however, that the foregoing shall not prohibit internal reorganizations or consolidations involving wholly owned Subsidiaries of Parent other than acquisitions that would not reasonably be expected to prevent or materially delay or impede the consummation of the transactions contemplated by this Agreement; (vid) acquire adopt or agree to acquire, by merging implement a plan of complete or consolidating with, by purchasing an equity interest in partial liquidation or a portion of the assets of any business or any corporationdissolution, partnershiprestructuring, association recapitalization or other business organization or division thereof, or otherwise acquire or agree to acquire any assets of any other Person, except for (A) the purchase of supplies and inventory from suppliers or vendors in the ordinary course of business consistent with past practice; and (B) transactions with a value of less than $500,000 in any single instance or $1,500,000 in the aggregate; (vii) change any of its financial or Tax accounting methods or practices in any respect, except as required by GAAP or Law; or (viii) agree or commit to take any of the actions described in clauses (i) through (vii) of this Section 5.02(b). Notwithstanding the foregoing, nothing in this Agreement is intended to give the Company, directly or indirectly, the right to control or direct the business or operations reorganization of Parent or any of its Subsidiaries at the Parent Subsidiaries; or (e) authorize, resolve, agree or commit to do any time prior to of the Effective Time. Prior to the Effective Time, Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its business and operationsforegoing.

Covenants of Parent. (a) Except From and after the date hereof until the earlier of the Effective Time or termination of this Agreement in accordance with its terms, and except (i) as expressly contemplated or permitted by this Agreement, (ii) as set forth in Section 5.02(a4.2(a) of the Parent Disclosure Letter, (iiiii) as required by applicable Law, (iii) as expressly required by this AgreementLaw or the regulations or requirements of any stock exchange or regulatory organization applicable to Parent or any of its Subsidiaries, or (iv) with the Company’s prior written consent of the Company (which consent shall is not to be unreasonably withheld, conditioned or delayed, withheld or conditioned), during the Pre-Closing Period, Parent shall, agrees as to itself and shall cause each of its Subsidiaries to, (A) conduct its business and operations in all material respects in the ordinary course of business consistent with past practice and (B) that such entities shall use commercially reasonable efforts to preserve intact its (1) carry on their respective businesses in the ordinary course consistent with past practice in all material respects, (2) maintain their material assets and properties in their current business organizations condition in all material respects (normal wear and tear and damage caused by casualty or by any reason outside of Parent and its relationships Subsidiaries’ reasonable control excepted), (3) preserve Parent’s business organization intact, and to maintain its existing relations and goodwill with material customers, suppliers, licensors, licensees, distributors, Governmental Bodies creditors, lessors and others having business relationships that are tenants, (4) maintain all insurance policies in all material to respects and (5) maintain the status of Parent or its Subsidiaries taken as a whole; provided, that no action by the Parent or any of its Subsidiaries to the extent expressly permitted by an exception to any of Section 5.02(b) shall be a breach of this Section 5.02(a). During the Pre-Closing Period, Parent shall, promptly upon learning of the same, notify the Company (A) of any Effect known to Parent that is reasonably likely, individually or taken together with all other Effects known to Parent, to result in a Parent Material Adverse Effect and (B) any matter reasonably likely to constitute a failure by Parent of any of the conditions contained in Section 7.03(a) or Section 7.03(b)REIT. (b) Except Parent agrees as to itself and its Subsidiaries that, from the date hereof until the earlier of the Effective Time or termination of this Agreement in accordance with its terms, except (i) as expressly contemplated or permitted by this Agreement, (ii) as set forth on in Section 5.02(b4.2(b) of the Parent Disclosure Letter, (iiiii) as required by applicable Law, (iii) as expressly required by this AgreementLaw or the regulations or requirements of any stock exchange or regulatory organization applicable to Parent or any of its Subsidiaries, or (iv) with the Company’s prior written consent of the Company (which consent shall is not to be unreasonably withheld, conditioned or delayed, withheld or conditioned), during the Pre-Closing Period, Parent such entities shall not and shall not permit any of its Subsidiaries, without the prior written consent of the Company (which consent shall not be unreasonably delayed, withheld or conditioned), tonot: (i) declare(A) split, set aside combine, subdivide or pay any dividends on or make other distributions in respect of reclassify any of its capital stock or sharesissue or authorize or propose the issuance of any other securities in respect of, except: (A) for the declaration and payment in lieu of dividends by a direct or indirect wholly-owned Subsidiary in substitution for, shares of Parent solely to its parent; or capital stock, or (B) in connection with intercompany purchases repurchase, redeem or otherwise acquire, or permit any Subsidiary to redeem, purchase or otherwise acquire any shares of its capital stock or share any securities convertible into or exercisable for any shares of its capital among one stock, other than (1) repurchases, redemptions or more exchanges of partnership units of Realty Income, L.P. for Parent Common Stock required pursuant to the Parent Partnership Agreement, or (2) acquisitions of shares of Parent Common Stock tendered by holders of, or otherwise deliverable pursuant to, Parent Equity Awards in accordance with the terms of the Company and its Subsidiariesapplicable Parent Equity Plan in order to satisfy obligations to pay the exercise price and/or Tax withholding obligations with respect thereto; (ii) issue, sell, pledge, dispose amend or propose to amend the organizational documents of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of (A) any shares of capital stock or other ownership interest in Parent or any of its Subsidiaries; Merger Sub (B) any securities convertible into except for immaterial or exchangeable or exercisable for any such shares or ownership interest; (C) any rights, warrants or options to acquire or with respect to any such shares or ownership interest or convertible or exchangeable securities; (D) any phantom equity or similar contractual rights; or (E) take any action to cause to be exercisable any otherwise unexercisable option under any existing share option plan except, in each case: (1) for issuances of Parent Shares in respect of (I) any exercise of Parent Options in accordance with their terms, (II) the exercise of any Parent ESPP Purchase Rights under the terms of the Parent ESPP, or (III) the vesting of or delivery of shares under Parent RSUs in accordance with their terms; (2) for transactions solely between or among Parent and its wholly-owned Subsidiaries; and (3) grants of Parent Options and Parent RSUs in the ordinary course of business under the Parent Equity Plans and the grant of purchase rights under the Parent ESPP in the ordinary course of businessministerial amendments); (iii) amendexcept as disclosed in any Parent SEC Document filed prior to the date of this Agreement, (x) fail to maintain all financial books and records in all material respects in accordance with GAAP or propose to amend(y) change its methods of accounting in effect as of December 31, or permit the adoption of any amendment to any of the Organizational Documents of Parent 2022, except as required by changes in GAAP (or any of its Subsidiariesinterpretation thereof) or in applicable Law, the SEC or the Financial Accounting Standards Board or any similar organization; (iv) effect a reclassification of shares, stock split, reverse stock split or similar transaction with respect to any shares of capital stock or other ownership interest in Parent; (v) (A) merge or consolidate with any Person or (B) adopt a plan of complete or partial liquidation, liquidation or resolutions providing for or authorizing such a liquidation or a dissolution, consolidationrestructuring, restructuring recapitalization or recapitalization of Parent or any of its “significant subsidiaries,” as defined in Rule 1-02(w) of Regulation S-Xreorganization; provided, however, that the foregoing shall not prohibit internal reorganizations or consolidations involving existing wholly owned Table of Contents Subsidiaries of Parent that would not reasonably be expected to prevent or materially impede, hinder or delay the consummation of the transactions contemplated by this Agreement; (viv) acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of waive the assets of any business or any corporation, partnership, association or other business organization or division thereofexcess share provisions of, or otherwise acquire grant or agree increase an exception to acquire any assets or waiver of any ownership limits set forth in, the organizational documents of Parent or any of its Subsidiaries for any Person (other Personthan the Company or any of its Subsidiaries); (vi) take any action, except for (A) the purchase of supplies and inventory from suppliers or vendors in the ordinary course of business consistent with past practice; and (B) transactions with fail to take any action, which would reasonably be expected to cause Parent to fail to qualify as a value of less than $500,000 in any single instance or $1,500,000 in the aggregateREIT; (vii) change take any action, or knowingly fail to take any action, which action or failure to act could be reasonably expected to prevent the Merger from qualifying as a “reorganization” within the meaning of its financial or Tax accounting methods or practices in any respect, except as required by GAAP or LawSection 368(a) of the Code; or (viii) agree to, or commit to take make any commitment to, take, or authorize, any of the actions described in clauses (i) through (vii) of prohibited by this Section 5.02(b). 4.2. (c) Notwithstanding anything to the foregoingcontrary set forth in this Agreement, nothing in this Agreement is intended to give the Companyshall prohibit Parent from taking any action, directly or indirectly, the right to control or direct the business or operations of Parent or any of its Subsidiaries at any time or from time to time, that in the reasonable judgment of the Board of Directors of Parent, upon advice of tax counsel to Parent, is reasonably necessary for Parent to avoid incurring entity level income or excise Taxes under the Code or maintain its qualification as a REIT under the Code, including making dividend or other distribution payments to stockholders of Parent in accordance with this Agreement or otherwise or to qualify or preserve the status of any Subsidiary of Parent as a disregarded entity or partnership for federal income tax purposes or as a Qualified REIT Subsidiary, a Taxable REIT Subsidiary or a REIT under the applicable provisions of Section 856 of the Code, as the case may be, provided Parent provides notice to the Company before taking such action. (d) Parent shall (i) use its reasonable best efforts to obtain or cause to be provided the opinions referred to in Section 6.2(e) and Section 6.3(d), (ii) use its reasonable best efforts to obtain or cause to be provided opinions of counsel consistent with the opinions of counsel referred to in Section 6.2(e) and Section 6.3(d) but dated as of the effective date of the Form S-4, to the extent required for the Form S-4 to be declared effective by the SEC, (iii) deliver to Parent REIT Counsel an officer’s certificate, dated as of the Closing Date and, if applicable, as of the effective date of the Form S-4, as applicable, signed by an officer of Parent and in form and substance reasonably satisfactory to Parent REIT Counsel and the Company (it being agreed and understood that an officer’s certificate substantially similar to the draft officer’s certificate provided to Parent REIT Counsel and the Company prior to the Effective Time. Prior to the Effective Time, Parent shall exercise, consistent with the terms and conditions date of this Agreement, complete control if any, is and supervision over its business will be in form and operations.substance reasonably satisfactory to Parent REIT Counsel and the Company subject to reasonable changes to take into account any changes in fact or law), containing representations of Parent reasonably necessary or appropriate to enable Parent REIT Counsel to render the tax opinion described in Section 6.2(e) and any similar opinion described in Section 4.2(d)(ii), and (iv) deliver to Parent Merger Counsel and Company Merger Counsel a tax representation letter in form and substance reasonably satisfactory to Parent Merger Counsel and Company Merger Counsel, containing representations of Parent and Merger Sub reasonably necessary or appropriate to enable such counsel to render the applicable tax opinions described in Section 6.2(d) and Section 6.3(d) and any similar opinions described in Section 4.1(d)(ii) and Section 4.2(d)(ii). ARTICLE V