Joint Conduct of Lawsuit. With respect to the Joint Representation Lawsuit, Schmeiser and BJC will analyze the Patent Rights and the activities of defendants in any lawsuits and, with the assistance of AVRS, will conduct settlement negotiations for the purpose of obtaining settlement Agreements with such defendants with respect to the Patent Rights. Schmeiser also will assist BJC in connection with the prosecution of the Joint Representation Lawsuit. Schmeiser, as consideration for its rights under this Agreement, agrees to provide, upon request, substantial involvement in any aspect of the Joint Representation Lawsuit, including settlement negotiations, discovery, the preparation of pleadings, participation in hearings, claim construction related activities, trial as well as planning and strategy regarding all of theabove.

The Executive agrees that, in matters affecting the conduct of the business of the Company and its Affiliates, the Executive shall use all reasonable efforts to comply with all applicable laws and regulations, as well as the rules, regulations, policies and procedures of the Company of general application to its employees, as they may be revised from time to time.

Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof; provided, that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except and only to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have proximately and materially adversely prejudiced the Indemnifying Party.

Without in any way limiting any other obligations of the Vendor and the Corporation hereunder, during the period from the date hereof to the Time of Closing:

Existence; Conduct of Business. The ​ shall do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect its legal existence and the rights, Permits and privileges material to the conduct of its business.

Conduct of YourSpace’s Business. From the date of this Agreement and until the Closing Date, or until the prior termination of this Agreement, YourSpace shall not, unless agreed to in writing by the Company:

5.01Conduct of Business of SRSG. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to Section 10.1 or the Effective Time, each of SRSG and Merger Sub agrees (unless BioSculpture shall give its prior consent in writing) to carry on its business in the ordinary course consistent with past practice, to pay its Liabilities and Taxes consistent with SRSG’s past practices (and in any event when due), to pay or perform other obligations when due consistent with SRSG’s past practices (other than Liabilities, Taxes and other obligations, if any, contested in good faith through appropriate proceedings), and to use its commercially reasonable efforts and institute all policies to preserve intact its present business organization, all with the express purpose and intent of preserving unimpaired its goodwill and ongoing businesses at the Effective Time. Except as expressly contemplated by this Agreement, each of SRSG and Merger Sub shall not, without the prior written consent of BioSculpture, take, or agree in writing or otherwise to take, any of the following actions during the period from the date of this Agreement to the earlier of the termination of this Agreement pursuant to Section 10.1 or the Effective Time:

Conduct of Business; Issuance of Equity (a) Engage in any business, other than its business as conducted on the Closing Date and any activities incidental thereto or # issue any Equity Interests other than # any issuance of shares of ​’s Common Stock pursuant to # a stock split approved by ​’s Board or # any employee or director option program, benefit plan or compensation program; # any issuance by a Subsidiary to ​ or another Subsidiary in accordance with [Section 10.2.4]; or # any issuance of shares of ​’s Common Stock in connection with an Acquisition permitted hereunder.

Conclusive Presumption Regarding Standards of Conduct. You shall be conclusively presumed to have met all relevant standards of conduct (if any) of applicable law for indemnification pursuant to this agreement, unless a determination is made that you have not met such standards by the reviewing party. Before any change in control of the Company, the reviewing party shall be any appropriate person or body consisting of a member or members of the Board of Directors of the Company or any other person or body appointed by the Board of Directors of the Company who is not a party to the proceeding with respect to which you are seeking indemnification; after a change in control of the Company, the reviewing party shall be the independent counsel. With respect to all matters arising after a change in control of the Company concerning your right to indemnification under this agreement or any other agreement or under applicable law or the Company’s Articles of Incorporation or Bylaws now or hereafter in effect relating to indemnification for indemnifiable events, the Company shall seek legal advice only from independent counsel selected by you and approved by the Company, the approval of whom shall not be unreasonably withheld, and who has not otherwise performed services for the Company or you (other than in connection with indemnification matters) within the last five years. The independent counsel shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or you in an action to determine your rights under this agreement. The independent counsel, among other things, shall render a written opinion to the Company and you as to whether and to what extent you should be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the independent counsel and to indemnify fully such counsel against any and all expenses, including attorneys’ fees, claims, liabilities, loss, and damages arising out of or relating to this agreement or the engagement of independent counsel under this agreement.

Continue to engage in business of the same general type as now conducted by it on the Closing Date and preserve, renew and keep in full force and effect its corporate existence and take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business; comply with all Contractual Obligations and Requirements of Law applicable to it except to the extent that failure to comply therewith would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. Notwithstanding the foregoing, it is understood and agreed that the Credit Parties may dissolve Subsidiaries to the extent permitted by and in accordance with the terms of [Section 8.04(a)(v) and (vi)])].