. Without first obtaining the prior written consent of the Sellers’ Representative, such consent not to be unreasonably withheld or delayed, and except as otherwise provided in Section 9.1 or required by Applicable Law, after the Closing, neither the Buyer, the Companies, nor their respective Affiliates shall # file, re-file, supplement, or amend any Tax Return of any Company for any Pre-Closing Tax Period or Straddle Period; # file any voluntary disclosure agreement, participate in any arrangement similar to a voluntary disclosure agreement, or voluntarily approach any taxing authority regarding any Taxes or Tax Returns of any Company for any Pre-Closing Tax Period or Straddle Period; or # take any action relating to Taxes or that could create a Tax liability for the Sellers with respect to a Pre-Closing Tax Period or Straddle Period[[Parties:Organization]]

Prohibited Actions. Without the prior written consent of the Equityholders’ Representative (which consent shall not be unreasonably withheld, conditioned or delayed), none of Parent or its Affiliates, including, after the Closing, the Acquired Companies, shall in respect of any taxable period ending on or before the Closing Date of any Acquired Company, # amend or refile any Income Tax Return of an Acquired Company, # enter into any “closing agreement” described in Section 7121 of the Code, # make, revoke, change or otherwise modify any Tax election (other than an election pursuant to Section 7.6(f)) of an Acquired Company, # initiate any voluntary disclosure agreement with any Governmental Entity, # settle any Tax claim or assessment, # extend or waive the limitation period applicable to any Tax claim or assessment of an Acquired Company, # surrender any right to Equityholder Refund, # change any accounting method or adopt any convention that shifts taxable income of any Acquired Company from a taxable period (or portion thereof) beginning (or deemed to begin) after the Closing Date to a taxable period (or portion thereof) ending on or before the Closing Date or shift deductions or losses from a taxable period (or portion thereof) ending on or before the Closing Date to a taxable period (or portion thereof) beginning (or deemed to begin) after the Closing Date, or # take any other action after the Closing on the Closing Date that is outside of the ordinary course of business (other than as contemplated by this Agreement), in each case to the extent such action would increase the Tax liability of the Equityholders or reduce any Equityholder Refund for any taxable period or portion thereof ending on or before the Closing Date.

Prohibited Actions. The consequences described in Section 4.1 shall apply if during Recipient’s employment with the Company, or at any time during the period of one year following termination of such employment, Recipient, directly or indirectly, owns, manages, controls, or participates in the ownership, management or control of, or is employed by, consults for, or is connected in any manner with:

Prohibited Uses. Tenant further covenants and agrees that Tenant shall not use or permit any person or persons to use, the Premises or any part thereof for any use or purpose in violation of the laws of the United States of America, the State of California, or the ordinances, regulations or requirements of the local municipal or county governing body or other lawful authorities having jurisdiction over the Project) including, without limitation, any such laws, ordinances, regulations or requirements relating to hazardous materials or substances, as those terms are defined by applicable laws now or hereafter in effect. Landlord shall have the right to impose reasonable, nondiscriminatory and customary rules and regulations regarding the use of the Project that do not unreasonably interfere with Tenant’s use of the Premises, as reasonably deemed necessary by Landlord with respect to the orderly operation of the Project, and Tenant shall comply with such reasonable rules and regulations. Tenant shall not do or permit anything to be done in or about the Premises which will in any way obstruct or interfere with the rights of other tenants or occupants of the Building, or injure or annoy them or use or allow the Premises to be used for any improper, unlawful or objectionable purpose, nor shall Tenant cause, maintain or permit any nuisance in, on or about the Premises. Tenant shall comply with, and Tenant's rights and obligations under the Lease and Tenant's use of the Premises shall be subject and subordinate to, all recorded easements, covenants, conditions, and restrictions now or hereafter affecting the Project, so long as the same do not unreasonably interfere with Tenant’s use of the Premises or parking rights or materially increase Tenant’s obligations or decrease Tenant’s rights under this Lease.

Actions. Whether or not an Event of Default has occurred, the Lender shall have the right, but not the obligation, to commence, appear in, or defend any action or proceeding which affects or which the Lender determines may affect # the Collateral; # Borrower’s or the Lender’s respective rights or obligations under the Loan Documents; # the Loan; or # the disbursement of any proceeds of the Loan.

Prohibited Conduct. In the event that the Company, in its capacity as Plan Administrator of the Severance Plan, determines in its sole discretion that Executive has engaged in Prohibited Conduct, Executive shall # be disqualified from and cease to be eligible to participate in the

Prohibited Transfers. Notwithstanding any contrary provision of this Lease, Tenant shall have no right to make a Transfer unless on the date on which Tenant notifies Landlord of its intention to enter into a Transfer Tenant is not in default of any of its obligations under this Lease beyond applicable notice and cure periods. Notwithstanding anything to the contrary contained herein, Tenant agrees that in no event shall Tenant make a Transfer to # any government agency; # any tenant, subtenant or occupant of other space in the Building at a time when Landlord has comparable space available to lease to such entity; or # any entity with whom Landlord is currently negotiating, or shall have negotiated in the six (6) months immediately preceding such proposed Transfer, for space in the Property.

Prohibited Actions. The consequences described in Section 4.1 shall apply if during Recipient’s employment with the Company, or at any time during the period of one year following termination of such employment, Recipient, directly or indirectly, owns, manages, controls, or participates in the ownership, management or control of, or is employed by, consults for, or is connected in any manner with:

Prohibited Uses. Tenant further covenants and agrees that Tenant shall not use, or suffer or permit any person or persons to use, the Premises or any part thereof for any use or purpose contrary to the provisions of the Rules and Regulations set forth in Exhibit E, attached hereto (the “Rules and Regulations”), or in violation of the laws of the United States of America, the State of North Carolina, or the ordinances, regulations or requirements of the local municipal or county governing body or other lawful authorities having jurisdiction over the Project, including, without limitation, any such laws, ordinances, regulations or requirements relating to hazardous materials or substances, as those terms are defined by Applicable Laws now or hereafter in effect, or any Underlying Documents. Tenant shall not do or permit anything to be done in or about the Premises which will damage the reputation of the Project or obstruct or unreasonably interfere with the rights of other tenants or occupants of the Building, or injure or annoy them or use or allow the Premises to be used for any improper, unlawful or objectionable purpose, nor shall Tenant cause or maintain any nuisance in, on or about the Premises. Tenant shall comply with, and Tenant’s rights and obligations under the Lease and Tenant’s use of the Premises shall be subject and subordinate to, all recorded easements, covenants, conditions, and restrictions now or hereafter affecting the Project. Provided, however, that # in the event of any conflict between any Rules and Regulations and the express terms of this Lease, the Lease terms shall control; # such Rules and Regulations do not require payment of additional material sum of money; # such Rules and Regulations do not unreasonably and materially interfere with Tenant’s conduct of its business or Tenant’s use and enjoyment of the Premises; # Landlord provides reasonable advance written notice thereof; and # such Rules and Regulations are uniformly enforced in a non-discriminatory manner.

Actions. By signing this Agreement, Blanchard represents that he has not commenced and will not commence any action or complaint with any court, arbitrator or other body with jurisdiction over such disputes regarding his employment. Furthermore, if he has filed any such action, he promises to dismiss the same with prejudice. Nothing in this Agreement is intended to prohibit Blanchard from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, Congress, and any agency Inspector General, or making other disclosures, including providing documents and other information, that are protected under the whistleblower provisions of federal law or regulation.