Common use of Filings; Other Actions Clause in Contracts

Filings; Other Actions. Each of NAPW, PDN and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement. Without limiting the foregoing, as promptly as practicable after the date of this Agreement, the parties hereto shall prepare and cause to be filed with the SEC the Information Statement; provided, however, that prior to the filing of the Information Statement, PDN shall consult with NAPW with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to cause the Information Statement to be mailed to PDN’s stockholders as promptly as reasonably practicable after the date on which the Information Statement is cleared by the SEC. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN shall notify NAPW of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Information Statement or for additional information, and will promptly supply to NAPW and its counsel copies of all correspondence between PDN or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Information Statement. Each of NAPW, PDN and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Information Statement and any other required filings as promptly as practicable after receipt thereof. Each of NAPW, PDN and Merger Sub agree to correct any information provided by it for use in the Information Statement which shall have become false or misleading in any material respect. NAPW will promptly notify PDN if at any time prior to the Closing any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Information Statement. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to PDN’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its stockholders under applicable Law.

Filings; Other Actions. (a) CapGen, on the one hand, and the Company, on the other hand, will cooperate and consult with the others and use commercially reasonable efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, necessary or advisable to consummate the transactions contemplated by the Transaction Documents, and to perform the covenants contemplated by the Transaction Documents, in each case required by it. Each of NAPWthe parties hereto shall execute and deliver both before and after the Closing such further certificates, PDN agreements and Merger Sub shall other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters. CapGen and the Company will each use their commercially reasonable best efforts to take promptly obtain or cause to be taken such actions submit, and the Company and CapGen will cooperate as may reasonably be required requested by CapGen or the Company, as the case may be, to be taken under help CapGen and the Securities ActCompany promptly obtain or submit, as the case may be, as promptly as practicable, the Exchange Actapprovals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by Law, consents, approvals or exemptions from bank regulatory authorities, for the transactions contemplated by the Transaction Documents (in each case to the extent it has not done so prior to the date of this Agreement). CapGen and the Company will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to Laws relating to the exchange of information and confidential information related to CapGen, all the information (other federal securities Lawsthan confidential information) relating to such other parties, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any applicable state securities third party or “blue sky” Laws and any stock exchange requirements Governmental Entity in connection with the Merger and the other transactions to which it will be party contemplated by this Agreement. Without limiting In exercising the foregoingforegoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each of the parties hereto agrees to keep the other parties apprised of the status of matters referred to in this Section 3.4. Each of CapGen and the Company shall promptly furnish the other with copies of written communications received by it or its Affiliates from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by the Transaction Documents; provided, that the party delivering any such document may redact any confidential information contained therein. (b) The Company shall call a meeting of its stockholders, to be held as promptly as practical after the date hereof, and in no event later than September 20, 2010, to vote on (1) proposals to amend the Series A Preferred Stock and the Series B Preferred Stock (the “Preferred Stock Proposals”) pursuant to the Articles of Amendment attached hereto as Exhibit F (the “Preferred Stock Articles of Amendment”) and (2) proposals to amend the Articles of Incorporation (A) to increase the number of authorized shares of Common Stock to at least 1,000,000,000 shares or such larger number as the Board of Directors determines in its reasonable judgment is necessary to effectuate the transactions contemplated by the Transaction Documents and (B) to effectuate a reverse stock split of shares of the Common Stock to comply with NASDAQ listing requirements and (3) proposals to approve the issuance of the Common Shares pursuant to this Agreement, the Anchor Investment Agreement, the other Transaction Documents, the Investment, the Other Private Placements, the TARP Exchange, the Exchange Offers and the Rights Offering (including the backstop commitments), pursuant to the applicable NASDAQ Marketplace Rules (the stockholder proposals described in clauses (2) and (3), the “General Stockholder Proposals”). The Board of Directors shall unanimously recommend to the Company’s stockholders that such stockholders approve the General Stockholder Proposals and, if applicable, the Preferred Stock Proposals and shall take all other actions necessary to adopt such proposals if approved by the stockholders of the Company. In connection with each of the meetings at which such proposals will be voted on, the Company shall promptly prepare (and CapGen shall reasonably cooperate with the Company to prepare) and file with the SEC a preliminary proxy statement, shall use its reasonable best efforts to solicit proxies for such stockholder approval and shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause a definitive proxy statement related to such stockholders’ meeting to be mailed to the Company’s stockholders as promptly as practicable after the date of this Agreement, the parties hereto shall prepare and cause to be filed with the SEC the Information Statement; provided, however, that prior to the filing of the Information Statement, PDN shall consult with NAPW with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to cause the Information Statement to be mailed to PDN’s stockholders as promptly as reasonably practicable after the date on which the Information Statement is cleared clearance thereof by the SEC. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN The Company shall notify NAPW CapGen and the Anchor Investors promptly of the receipt of any comments from the SEC or its staff with respect to the proxy statement and of any request from by the SEC or its staff for amendments or supplements to the Information Statement such proxy statement or for additional information, information and will promptly shall supply to NAPW CapGen and its counsel the Anchor Investors with copies of all correspondence between PDN the Company or any of its Representativesrepresentatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Information Statementsuch proxy statement. Each of NAPW, PDN and Merger Sub If at any time prior to such stockholders’ meeting there shall use reasonable best efforts occur any event that is required to resolve all SEC comments with respect be set forth in an amendment or supplement to the Information Statement and any other required filings proxy statement, the Company shall as promptly as practicable after receipt thereofprepare and mail or otherwise disseminate to its stockholders such an amendment or supplement. Each of NAPW, PDN CapGen and Merger Sub the Company agree promptly to correct any information provided by it or on its behalf for use in the Information Statement which proxy statement if and to the extent that such information shall have become false or misleading in any material respect. NAPW will , and the Company shall as promptly notify PDN if at any time prior to the Closing any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Information Statement. In such case, the parties will cooperate to promptly as practicable prepare and file such mail or otherwise disseminate to its stockholders an amendment or supplement with the SEC to correct such information to the extent required by applicable Law Laws. The Company shall consult with CapGen and will mail such the Anchor Investors prior to mailing any proxy statement, or any amendment or supplement to PDN’s stockholders to thereto, and provide CapGen and the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult Anchor Investors with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding The recommendation made by the forgoing, no party Board of Directors described in this Section 3.4(b) shall have any obligation to notify be included in the other parties proxy statement filed in connection with obtaining such stockholder approval. Upon approval and adoption of any matters to of the extent that its board General Stockholder Proposals and Preferred Stock Proposals, if applicable, the Company shall promptly file the General Articles of directors or any committee thereof determines in good faithAmendment and the Preferred Stock Articles of Amendment, after consultation with its outside legal counselas applicable, that to do so would be inconsistent with the directors’ exercise Commonwealth of their fiduciary obligations Virginia State Corporation Commission. (c) In the event that the approval of any of the Stockholder Proposals described in this Section 3.4 is not obtained at such stockholders meeting, the Company shall include a proposal to approve (and the Board of Directors shall unanimously recommend approval of) each such proposal at a meeting of its stockholders under applicable Law.no less than once in each subsequent sixty-day period beginning on the day following such initial stockholders meeting until all such approvals are obtained or made

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement, ETP and the Company shall prepare and file with the SEC the Form S-4, which will include the Proxy Statement/Prospectus. Each of NAPW, PDN ETP and Merger Sub the Company shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken have the Form S-4 declared effective under the Securities Act, Act as promptly as reasonably practicable after such filing and to keep the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. Without limiting the foregoing, as promptly as practicable after the date of this Agreement, the parties hereto shall prepare and cause to be filed with the SEC the Information Statement; provided, however, that prior to the filing of the Information Statement, PDN shall consult with NAPW with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereonhereby. The parties hereto shall use reasonable best efforts to Company will cause the Information Statement Proxy Statement/Prospectus to be mailed to PDNthe Company’s stockholders shareholders as promptly soon as reasonably practicable after the date on which Form S-4 is declared effective under the Information Statement is cleared by Securities Act. ETP shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the SEC. NAPW issuance and reservation of Common Units in the Merger, and the Company shall provide PDN furnish all information concerning the Company and the holders of Company Common Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any information for inclusion in such action. No filing of, or amendment or supplement to, the Information Statement that may Form S-4 or the Proxy Statement/Prospectus will be required under applicable Law made by ETP or that is reasonably requested by PDNthe Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other party a reasonable opportunity to review and comment thereon. PDN shall notify NAPW ETP or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the receipt of comments from time when the SEC and Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Common Units issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request from by the SEC for amendments amendment of the Proxy Statement/Prospectus or supplements to the Information Statement Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly supply to NAPW and its counsel provide the other with copies of all correspondence between PDN or its Representatives, on the one hand, and any written communication from the SEC or members of its staff, on the other hand, with respect to the Information Statementany state securities commission. Each of NAPW, PDN and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Information Statement and any other required filings as promptly as practicable after receipt thereof. Each of NAPW, PDN and Merger Sub agree to correct any information provided by it for use in the Information Statement which shall have become false or misleading in any material respect. NAPW will promptly notify PDN if If at any time prior to the Closing Effective Time any event information relating to ETP or the Company, or any of their respective affiliates, officers or directors, is discovered by ETP or the Company which should occur which is required by applicable Law to be set forth in an amendment ofor supplement to any of the Form S-4 or the Proxy Statement/Prospectus, so that any of such documents would not include any misstatement of a material fact or a supplement toomit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Information Statement. In party that discovers such case, information shall promptly notify the other parties will cooperate to promptly prepare hereto and file such an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the shareholders of the Company. (b) The Company shall take all action necessary in accordance with applicable Laws and the Company Organizational Documents to duly give notice of, convene and hold a meeting of its shareholders, to be held as promptly as practicable after the Form S-4 is declared effective under the Securities Act, to consider the adoption of this Agreement (the “Shareholders’ Meeting”). The Company will, except in the case of a Change of Recommendation, through its Board of Directors, recommend that its shareholders adopt this Agreement and will use reasonable best efforts to solicit from its shareholders proxies in favor of the adoption of this Agreement and to take all other action necessary or advisable to secure the vote or consent of its shareholders required by the rules of the NYSE or applicable Laws to obtain such approvals. (c) Notwithstanding anything in this Agreement to the contrary, the Company may, in consultation with ETP, postpone or adjourn the Company Shareholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining the Company Shareholder Approval, (ii) for the absence of quorum, (iii) to allow reasonable additional time for the filing and/or mailing of any supplemental or amended disclosure which the Company has determined after consultation with outside legal counsel is necessary under applicable Law and will mail for such amendment supplemental or supplement amended disclosure to PDN’s stockholders be disseminated and reviewed by the shareholders of the Company prior to the extent required Company Shareholders’ Meeting and (iv) if the Company has delivered any notice contemplated by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement Section 5.4(e) and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall time periods contemplated by Section 5.4(e) have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its stockholders under applicable Lawnot expired.

Filings; Other Actions. Each of NAPW, PDN Pentegra and Merger Sub Dentist shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement. Without limiting the foregoing, as promptly as practicable after the date of this Agreement, the parties hereto shall prepare and cause to be filed with the SEC the Information Statement; provided, however, that prior to the filing of the Information Statement, PDN shall consult with NAPW with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to cause the Information Statement to be mailed to PDN’s stockholders as promptly as reasonably practicable after the date on which the Information Statement is cleared by the SEC. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN shall notify NAPW of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Information Statement or for additional information, and will promptly supply to NAPW and its counsel copies of all correspondence between PDN or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Information Statement. Each of NAPW, PDN and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Information Statement and any other required filings as promptly as practicable after receipt thereof. Each of NAPW, PDN and Merger Sub agree to correct any information provided by it for use in the Information Statement which shall have become false or misleading in any material respect. NAPW will promptly notify PDN if at any time prior to the Closing any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Information Statement. In such case, the parties will cooperate to promptly prepare and file with the Securities Exchange Commission ("SEC") the Registration Statement on Form S-1 (or other appropriate Form) to be filed by Pentegra in connection with its Initial Public Offering (including the prospectus constituting a part thereof, the "Registration Statement"). Pentegra shall obtain all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement and the Dentist shall furnish all information concerning Dentist as may be reasonably requested in connection with any such action. Dentist represents and warrants that none of the information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statement, by exhibit or otherwise, will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act of 1933, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Dentist shall be entitled to review the Registration Statement and each amendment thereto, if any, prior to the time each becomes effective under the Securities Act of 1933. Dentist shall furnish Pentegra will all information concerning itself and such other matters as may be reasonably requested by Pentegra in connection with the SEC to preparation of the extent required by applicable Law Registration Statement and will mail such each amendment or supplement to PDN’s stockholders to the extent required by applicable Law; providedthereto, howeveror any other statement, that prior to such filing, each party shall consult with each other party with respect to such amendment notice or supplement and shall afford application made by or on behalf of each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines of its subsidiaries to any governmental entity in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent connection with the directors’ exercise of their fiduciary obligations to its stockholders under applicable Lawtransactions contemplated by the Other Agreements or this Agreement.

Filings; Other Actions. Each of NAPW(a) As promptly as reasonably practicable after the date hereof (and no later than 30 days after the date hereof), PDN the Company shall prepare and Merger Sub file with the SEC the Proxy Statement, which shall, subject to Section 5.4, include the Company Recommendation, and shall use reasonable best efforts to take or cause respond to be taken such actions as may be required to be taken under the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated comments by this Agreement. Without limiting the foregoing, as promptly as practicable after the date of this Agreement, the parties hereto shall prepare and cause to be filed with the SEC the Information Statement; provided, however, that prior to the filing staff in respect of the Information Statement, PDN shall consult with NAPW with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to cause the Information Proxy Statement to be mailed to PDN’s stockholders as promptly as reasonably practicable after the date on which receipt thereof, and shall cause the Information definitive Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable following the time the Proxy Statement is cleared by the SECSEC for mailing to the Company’s stockholders (and in any event within ten Business Days of such time). NAPW Parent and Merger Sub shall provide PDN to the Company such information concerning themselves and their Affiliates as is customarily included in a proxy statement prepared in connection with a transaction of the type contemplated by this Agreement or as otherwise required by Law, requested by the SEC or its staff or as the Company may reasonably request. No filing of, or amendment or supplement to the Proxy Statement will be made by the Company without providing Parent a reasonable opportunity to review and comment thereon and the Company shall give reasonable consideration to any comments made by Parent and its Representatives. If at any time prior to the Company Stockholders’ Meeting (or any adjournment or postponement thereof) any information for inclusion relating to the Company or Parent, or any of their respective Affiliates, directors or officers, is discovered by the Company or Parent that should be set forth in an amendment or supplement to the Information Proxy Statement, so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that may discovers such information will promptly notify the other party hereto and an appropriate amendment or supplement describing such information will be promptly filed with the SEC and, to the extent required under by applicable Law or that is reasonably requested by PDNLaw, disseminated to the stockholders of the Company. PDN shall The Company will notify NAPW Parent promptly of the receipt of any comments or other communications, whether written or oral, that the Company or its Representatives may receive from time to time from the SEC or the staff of the SEC and of any request from by the SEC or the staff of the SEC for amendments or supplements to the Information Proxy Statement or for additional information, and the Company will promptly supply to NAPW and its counsel Parent with copies of all written correspondence between PDN it or any of its Representatives, on the one hand, and the SEC or members the staff of its staffthe SEC, on the other hand, with respect to the Information StatementProxy Statement or the transactions contemplated hereby. Each The Company shall provide Parent and its Representatives a reasonable opportunity to participate in the Company’s response to those comments and to provide comments on that response (to which reasonable consideration shall be given). (b) The Company shall (i) take all action required by the DGCL and its certificate of NAPWincorporation and bylaws to duly call, PDN give notice of, convene and Merger Sub hold a meeting of its stockholders promptly following the mailing of the Proxy Statement (and shall use reasonable best efforts to resolve all SEC comments with respect to the Information Statement and any other required filings hold such meeting as promptly as practicable but in no event later than 45 days after receipt thereof. Each of NAPW, PDN and Merger Sub agree to correct any information provided by it for use in the Information definitive Proxy Statement which shall have become false or misleading in any material respect. NAPW will promptly notify PDN if at any time prior is mailed to the Closing any event should occur which is required Company Stockholders) for the purpose of obtaining (A) the Company Stockholder Approval (the “Company Stockholders’ Meeting”) and (B) if so desired and mutually agreed between the Company and Parent, a vote upon other matters of the type customarily brought before a meeting of stockholders in connection with the approval of a merger agreement or the transactions contemplated by applicable Law such agreement, it being understood that, if mutually agreed between the Company and Parent, such Company Stockholders’ Meeting may also be the Company’s annual meeting of stockholders, with the record date and meeting date of such Company Stockholders’ Meeting to be set forth selected after reasonable consultation with Parent, and (ii) subject to a Change of Recommendation in an amendment ofaccordance with Section 5.4, use reasonable best efforts to obtain the Company Stockholder Approval and solicit from its stockholders proxies in favor of the Company Stockholder Approval. The Company shall keep Parent informed on a reasonably current basis of the status of its efforts to solicit such approval following the dissemination of the Proxy Statement to the Company’s stockholders. Notwithstanding anything to the contrary in this Agreement, (x) the Company may adjourn, recess, or a supplement topostpone, and at the request of Parent it shall adjourn, recess or postpone, the Information Statement. In Company Stockholders’ Meeting for a reasonable period to solicit additional proxies, if the Company or Parent, respectively, reasonably believes there will be insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders’ Meeting or to obtain the Company Stockholder Approval (provided that, unless agreed in writing by the Company and Parent, all such caseadjournments, recesses or postponements shall be for periods of no more than ten (10) business days each) and (y) the parties will cooperate to promptly prepare and file such amendment Company may adjourn, recess, or supplement with postpone the SEC Company Stockholders’ Meeting to the extent necessary to ensure that any required by applicable Law and will mail such supplement or amendment or supplement to PDN’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters Proxy Statement is provided to the extent that its board shareholders of directors or any committee thereof determines the Company within a reasonable amount of time in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with advance of the directorsCompany Stockholders’ exercise of their fiduciary obligations to its stockholders under applicable LawMeeting.

Filings; Other Actions. (a) Each of NAPW, PDN the Investor and Merger Sub shall the Company will cooperate and consult with the other and use reasonable best efforts to take prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or cause any exemption by, all third parties and Governmental Entities necessary or advisable to be taken such actions consummate the transactions contemplated by this Agreement. In particular, the Investor will use its reasonable best efforts to obtain, and the Company will use its reasonable best efforts to help the Investor obtain, as may be promptly as practicable, all approvals, authorizations, consents or exemptions from all necessary Governmental Entities, including the OTS, the Federal Trade Commission and the Antitrust Division of the Department of Justice, for the transactions contemplated by the Transaction Documents, the Second Purchase and the exercise of any of the Warrants, including, but not limited to, (1) together with any required Affiliate of it, the entering into, execution and compliance with a rebuttal of control agreement required by the OTS pursuant to be taken 12 C.F.R. Section 574.100 and (2) any approvals (and applicable waiting period) required under the Securities HSR Act. Each of the Investor and the Company will have the right to review in advance, and to the Exchange Actextent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to all the information relating to the other party, and any of their respective subsidiaries, which appears in any filing made with, or written materials submitted to, any other federal securities Laws, third party or any applicable state securities or “blue sky” Laws and any stock exchange requirements Governmental Entity in connection with the Merger transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of such other party or any of its subsidiaries to any Governmental Entity in connection with the First Purchase, the Second Purchase and the other transactions contemplated by this Agreement. Without limiting the foregoing, as promptly as practicable after the date of this Agreement, the parties hereto shall prepare and cause Transaction Documents. (c) The Company agrees to be filed with the SEC the Information Statement; provided, however, that prior to the filing of the Information Statement, PDN shall consult with NAPW with respect to such filings and shall afford NAPW and use its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to cause obtain, prior to September 30, 2002, the Information Statement to be mailed to PDN’s approval of its stockholders as promptly as reasonably practicable after the date on which the Information Statement is cleared contemplated by the SEC. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN shall notify NAPW Section 1.3 of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Information Statement or for additional information, and will promptly supply to NAPW and its counsel copies of all correspondence between PDN or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Information Statement. Each of NAPW, PDN and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Information Statement and any other required filings as promptly as practicable after receipt thereof. Each of NAPW, PDN and Merger Sub agree to correct any information provided by it for use in the Information Statement which shall have become false or misleading in any material respect. NAPW will promptly notify PDN if at any time prior to the Closing any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Information Statement. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to PDN’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its stockholders under applicable LawSeries D Warrant Certificate.

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement, Parent and the Company shall prepare and file with the SEC the Form S-4, which will include the Proxy Statement/Prospectus. Each of NAPW, PDN Parent and Merger Sub the Company shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken have the Form S-4 declared effective under the Securities Act, Act as promptly as reasonably practicable after such filing and to keep the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. Without limiting the foregoing, as promptly as practicable after the date of this Agreement, the parties hereto shall prepare and cause to be filed with the SEC the Information Statement; provided, however, that prior to the filing of the Information Statement, PDN shall consult with NAPW with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereonhereby. The parties hereto shall use reasonable best efforts to Company will cause the Information Statement Proxy Statement/Prospectus to be mailed to PDNthe Company’s stockholders shareholders as promptly soon as reasonably practicable after the date on which Form S-4 is declared effective under the Information Statement is cleared Securities Act. Parent shall use its reasonable best efforts, and the Company shall reasonably cooperate with Parent, to keep the Form S-4 effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement, including the SECMerger. NAPW Parent shall provide PDN also take any action required to be taken under any applicable state securities laws in connection with the issuance and reservation of shares of Parent Common Stock in the Merger, and the Company shall furnish all information concerning the Company and the holders of Company Common Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any information for inclusion in such action. No filing of, or amendment or supplement to, the Information Statement that may Form S-4 or the Proxy Statement/Prospectus will be required under applicable Law made by Parent or that is reasonably requested by PDNthe Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other party a reasonable opportunity to review and comment thereon. PDN shall notify NAPW Parent or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the receipt of comments from time when the SEC and Form S-4 has become effective or any supplement or amendment thereto has been filed, the threat or issuance of any stop order, the suspension of the qualification of the shares of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request from by the SEC for amendments amendment of the Proxy Statement/Prospectus or supplements to the Information Statement Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly supply to NAPW and its counsel provide the other with copies of all correspondence between PDN or its Representatives, on the one hand, and any written communication from the SEC or members of its staff, on the other hand, with respect to the Information Statementany state securities commission. Each of NAPW, PDN and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Information Statement and any other required filings as promptly as practicable after receipt thereof. Each of NAPW, PDN and Merger Sub agree to correct any information provided by it for use in the Information Statement which shall have become false or misleading in any material respect. NAPW will promptly notify PDN if If at any time prior to the Closing Effective Time any event information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the Company which should occur which is required by applicable Law to be set forth in an amendment ofor supplement to any of the Form S-4 or the Proxy Statement/Prospectus, so that any of such documents would not include a misstatement of a material fact or a supplement toomit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Information Statement. In party that discovers such case, information shall promptly notify the other parties will cooperate to promptly prepare hereto and file such an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the shareholders of the Company. At the Company’s request, Parent shall cooperate in appropriately amending or supplementing the Proxy Statement/Prospectus to reflect any Adverse Recommendation Change made in compliance with this Agreement. (b) As promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC, the Company shall take all action necessary in accordance with applicable Laws and the Company Organizational Documents to duly give notice of, convene and hold a meeting of its shareholders for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholders’ Meeting”) and not postpone or adjourn the Company Shareholders’ Meeting except to the extent required by applicable Law or to solicit additional proxies and will mail such amendment votes in favor of adoption of this Agreement if sufficient votes to constitute the Company Shareholder Approval have not been obtained; provided, that, unless otherwise agreed by Parent and the Company, the Company Stockholders’ Meeting may not be postponed or supplement adjourned to PDN’s stockholders to a date that is more than 20 days after the extent date for which the Company Stockholders’ Meeting was originally scheduled (excluding any adjournments or postponements required by applicable Law; providedLaw). The Company will, howeverexcept in the case of an Adverse Recommendation Change (i) through the Company Board of Directors, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent recommend that its board shareholders adopt this Agreement and (ii) use reasonable best efforts to solicit from its shareholders proxies in favor of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise adoption of their fiduciary obligations to its stockholders under applicable Lawthis Agreement.

Filings; Other Actions. Each (a) As promptly as reasonably practicable following the date of NAPWthis Agreement, PDN the Company shall prepare the Proxy Statement (which shall include the Recommendation), and Merger Sub the Company and Parent shall prepare the Schedule 13E-3. Parent and the Company shall cooperate with each other in connection with the preparation of the foregoing documents. The Company will use its reasonable best efforts to have the Proxy Statement, and Parent and the Company will use their reasonable best efforts to have the Schedule 13E-3, cleared by the SEC as promptly as reasonably practicable after such filing. The Company will use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company’s shareholders as promptly as practicable after the Proxy Statement is cleared by the SEC. The Company shall as promptly as practicable notify Parent of the receipt of any oral or written comments from the SEC relating to the Proxy Statement. The Company shall cooperate and provide Parent with a reasonable opportunity to review and comment on the draft of the Proxy Statement (including each amendment or supplement thereto), and Parent and the Company shall cooperate and provide each other with a reasonable opportunity to review and comment on the draft Schedule 13E-3 (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments of the SEC, prior to filing such with or sending such to the SEC, and Parent and the Company will provide each other with copies of all such filings made and correspondence with the SEC. If at any time prior to the Effective Time, any information should be discovered by any party hereto which should be set forth in an amendment or supplement to the Proxy Statement or the Schedule 13E-3 so that the Proxy Statement or the Schedule 13E-3 would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the shareholders of the Company. (b) The Company shall (i) take all action necessary in accordance with the NCBCA and the Company Charter Documents to duly call, give notice of, convene and hold a meeting of its shareholders as promptly as reasonably practicable following the mailing of the Proxy Statement for the purpose of obtaining the Company Shareholder Approval (such meeting or any adjournment or postponement thereof, the “Company Meeting”), and (ii) subject to Section 5.3(d), use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under solicit from its shareholders proxies in favor of the Securities Actapproval of this Agreement, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement. Without limiting hereby; provided that, in the foregoingevent of a Change in Recommendation pursuant to Section 5.3(d), as promptly as practicable after the date notwithstanding clause (ii) of this AgreementSection 5.4(b), (x) the parties hereto Company may disclose the fact of such Change in Recommendation in any solicitation made by the Company to its shareholders and (y) the Company shall prepare and cause not be required to be filed with the SEC the Information Statement; provided, however, that prior to the filing solicit proxies in favor of the Information Statement, PDN shall consult with NAPW with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to cause Company Shareholder Approval unless the Information Statement to be mailed to PDN’s stockholders as promptly as reasonably practicable after the date on which the Information Statement is cleared by the SEC. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN shall notify NAPW Board of Directors of the receipt of comments from Company or Special Committee thereafter reaffirms the SEC and of any request from the SEC for amendments or supplements to the Information Statement or for additional information, and will promptly supply to NAPW and its counsel copies of all correspondence between PDN or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Information Statement. Each of NAPW, PDN and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Information Statement and any other required filings as promptly as practicable after receipt thereof. Each of NAPW, PDN and Merger Sub agree to correct any information provided by it for use in the Information Statement which shall have become false or misleading in any material respect. NAPW will promptly notify PDN if at any time prior to the Closing any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Information Statement. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to PDN’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its stockholders under applicable LawRecommendation.

Filings; Other Actions. Each (a) USAC and NPCC have cooperated in the preparation of NAPW, PDN the Proxy Statement and the Form S-4 Registration Statement filed in conjunction with the issuance of the Merger Sub Consideration (the “Registration Statement”). The parties shall cooperate and use their respective reasonable best efforts to take have the Registration Statement declared effective by the SEC as promptly as practicable after such filing. USAC shall cooperate and provide NPCC with a reasonable opportunity to review the draft of the Registration Statement (including each amendment or cause supplement thereto), and all responses to be taken requests for additional information by and replies to comments of the SEC. The information supplied by each of USAC and NPCC in the Proxy Statement and the Registration Statement shall not, at the date such actions as may be materials (or any supplement thereto) are filed with the SEC and first mailed to the NPCC shareholders, at the time of the NPCC Meeting or at the Effective Date, contain any untrue statement of a material fact or omit to state any material fact required to be taken stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time before the Securities ActEffective Date, any information should be discovered by any party to this Agreement that should be set forth in an amendment or supplement to the Proxy Statement or Registration Statement so that the Proxy Statement and Registration Statement will not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Exchange Actparty that discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by USAC with the SEC and disseminated by NPCC to the shareholders of NPCC. (b) NPCC shall (i) take all action necessary in accordance with the NDBCA and its Articles of Incorporation and Bylaws to duly call, give notice of, convene and hold a meeting of its shareholders no later than June 20, 2017 (unless such meeting is adjourned or postponed in accordance with the provisions of Section 5.4(c)), for the purpose of obtaining NPCC Shareholder Approval (such meeting or any other federal securities Lawsadjournment or postponement thereof, any applicable state securities the “NPCC Meeting”), and (ii) subject to the Board of Directors withdrawal or “blue sky” Laws and any stock exchange requirements modification of its Recommendation in connection accordance with Section 5.3(d), use all reasonable best efforts to solicit from its shareholders proxies in favor of the approval of this Agreement, the Merger and the other transactions contemplated by this Agreement. Without limiting the foregoing, as promptly as practicable after the date of Notwithstanding anything in this Agreement, the parties hereto shall prepare and cause to be filed with the SEC the Information Statement; provided, however, that prior Agreement to the filing contrary, unless this Agreement is terminated in accordance with Section 7.1, NPCC will (x) take all of the Information Statementactions contemplated by this Section 5.4 regardless of whether the Board of Directors has approved, PDN shall consult with NAPW endorsed or recommended a Takeover Proposal or has withdrawn, modified or amended the Recommendation, and will submit this Agreement for adoption by the shareholders of NPCC at such meeting and (y) will not (1) submit to the vote of its shareholders any Takeover Proposal, or (2) enter into any NPCC Acquisition Agreement (other than the confidentiality agreement referenced in Section 5.3(c)) with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity any Takeover Proposal (or resolve to comment thereon. The parties hereto shall use reasonable best efforts or publicly propose to cause do any of the Information Statement foregoing). (c) Subject to be mailed to PDN’s stockholders Section 7.1(b), (i) NPCC may adjourn or postpone the NPCC Meeting if as promptly as reasonably practicable after of the date on time for which the Information Statement NPCC Meeting is cleared by the SEC. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN shall notify NAPW of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Information Statement or for additional information, and will promptly supply to NAPW and its counsel copies of all correspondence between PDN or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Information Statement. Each of NAPW, PDN and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Information Statement and any other required filings originally scheduled (as promptly as practicable after receipt thereof. Each of NAPW, PDN and Merger Sub agree to correct any information provided by it for use in the Information Statement which shall have become false or misleading in any material respect. NAPW will promptly notify PDN if at any time prior to the Closing any event should occur which is required by applicable Law to be set forth in an amendment of, the Proxy Statement) there are insufficient shares of capital stock of NPCC represented (either in person or by proxy) to constitute a supplement quorum necessary to conduct the business of the NPCC Meeting and (ii) USAC may require NPCC to adjourn or postpone the NPCC Meeting if as of the time for which the NPCC Meeting is originally scheduled (as set forth in the Proxy Statement) (A) there are insufficient shares of capital stock of NPCC represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the NPCC Meeting or (B) NPCC has received Notices of Intent relating to, in the Information Statementaggregate, in excess 2% of the total number of shares of NPCC Common Stock issued and outstanding as of the record date for the NPCC Meeting and entitled to vote on the proposed Merger at such meeting; provided that, in no event shall the NPCC Meeting be delayed to a date that is fewer than six Business Days before the End Date. In such caseExcept as set forth in the immediately preceding sentence, NPCC shall not postpone or adjourn the parties will cooperate to promptly prepare NPCC Meeting without USAC’s prior written consent. NPCC shall ensure that the NPCC Meeting is called, noticed, convened, held and file such amendment or supplement conducted, and that all proxies solicited, by it in connection with the SEC to the extent required by applicable Law and will mail such amendment or supplement to PDN’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines NPCC Meeting are solicited in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent compliance with the directors’ exercise of their fiduciary obligations to its stockholders under NDBCA, NPCC’s organizational documents and all other applicable LawLaws.

Filings; Other Actions. Each of NAPW, PDN (a) Parent and Merger Sub the Company shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement. Without limiting the foregoing, as promptly as practicable after the date of this Agreement, the parties hereto Parties shall prepare and cause to be filed with the SEC the Information Joint Proxy Statement/Prospectus and the Form S-4 Registration Statement, in which the Joint Proxy Statement/Prospectus will be included as a prospectus; provided, however, that prior to the filing of the Information Joint Proxy Statement/Prospectus and the Form S-4 Registration Statement, PDN Parent shall consult with NAPW the Company with respect to such filings and shall afford NAPW and its Representatives the Company reasonable opportunity to review and comment thereonthereon (including the proposed final versions thereof), which Parent shall consider in good faith. The parties hereto Parties shall use reasonable best efforts to cause the Information Statement Joint Proxy Statement/Prospectus to be mailed to PDNParent’s stockholders and the Company’s stockholders, all as promptly as reasonably practicable after the date on which the Information Form S-4 Registration Statement is cleared by declared effective under the SEC. NAPW Securities Act (the “S-4 Effective Date”). (b) The Company shall promptly provide PDN Parent with any information for inclusion in the Information Joint Proxy Statement/Prospectus and the Form S-4 Registration Statement that may be required under applicable Law or that is reasonably requested by PDNParent. PDN Without limiting the generality of the foregoing, if the Joint Proxy Statement/Prospectus is to be mailed after February 14, 2019, the Company shall provide Parent with a copy of the Company’s consolidated balance sheet as of December 31, 2018, and the related consolidated statements of operations, cash flows and stockholders equity for the fiscal year then ended, together with the notes thereto (collectively, the “Additional Company Financial Statements”). The Additional Company Financial Statements shall (i) comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) be prepared in accordance with GAAP applied on a consistent basis (unless otherwise noted therein) throughout the periods indicated, and (iii) fairly present, in all material respects, the financial condition and operating results of the Company as of the dates and for the periods indicated therein. (c) Parent shall notify NAPW the Company of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Information Joint Proxy Statement/Prospectus, the Form S-4 Registration Statement or for additional information, and will promptly supply to NAPW and its counsel the Company copies of all correspondence between PDN or its RepresentativesParent, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Information Joint Proxy Statement/Prospectus, the Form S-4 Registration Statement or the Merger. Each of NAPW, PDN Parent and Merger Sub the Company shall use reasonable best efforts to resolve all SEC comments with respect to the Information Joint Proxy Statement/Prospectus, the Form S-4 Registration Statement and any other required filings as promptly as practicable after receipt thereof. Each of NAPW, PDN Parent and Merger Sub the Company agree to correct any information provided by it for use in the Information Statement Joint Proxy Statement/Prospectus or the Form S-4 Registration Statement, which shall have become false or misleading in any material respect. NAPW The Company will promptly notify PDN Parent if at any time prior to the Closing Parent Stockholder Meeting any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Information Joint Proxy Statement/Prospectus or the Form S-4 Registration Statement. In such case, the parties Parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to PDNParent’s stockholders to the extent required by applicable Law; Law; provided, however, that prior to such filing, each party Party shall consult with each other party Party with respect to such amendment or supplement and shall afford each such party and its Representatives Party reasonable opportunity to review and comment thereon. Notwithstanding thereon (including the forgoingproposed final versions thereof), no party which Parent shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines consider in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its stockholders under applicable Law.

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement, ETP and the Company shall prepare and file with the SEC the Form S-4, which will include the Proxy Statement/Prospectus. Each of NAPW, PDN ETP and Merger Sub the Company shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken have the Form S-4 declared effective under the Securities Act, Act as promptly as reasonably practicable after such filing and to keep the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. Without limiting the foregoing, as promptly as practicable after the date of this Agreement, the parties hereto shall prepare and cause to be filed with the SEC the Information Statement; provided, however, that prior to the filing of the Information Statement, PDN shall consult with NAPW with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereonhereby. The parties hereto shall use reasonable best efforts to Company will cause the Information Statement Proxy Statement/Prospectus to be mailed to PDNthe Company’s stockholders as promptly soon as reasonably practicable after the date on which Form S-4 is declared effective under the Information Statement is cleared by Securities Act. ETP shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the SEC. NAPW issuance and reservation of Common Units in the Merger, and the Company shall provide PDN furnish all information concerning the Company and the holders of Company Common Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any information for inclusion in such action. No filing of, or amendment or supplement to, the Information Statement that may Form S-4 or the Proxy Statement/Prospectus will be required under applicable Law made by ETP or that is reasonably requested by PDNthe Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, delayed or conditioned) and without providing the other party a reasonable opportunity to review and comment thereon. PDN shall notify NAPW ETP or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the receipt of comments from time when the SEC and Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Common Units issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request from by the SEC for amendments amendment of the Proxy Statement/Prospectus or supplements to the Information Statement Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly supply to NAPW and its counsel provide the other with copies of all correspondence between PDN or its Representatives, on the one hand, and any written communication from the SEC or members of its staff, on the other hand, with respect to the Information Statementany state securities commission. Each of NAPW, PDN and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Information Statement and any other required filings as promptly as practicable after receipt thereof. Each of NAPW, PDN and Merger Sub agree to correct any information provided by it for use in the Information Statement which shall have become false or misleading in any material respect. NAPW will promptly notify PDN if If at any time prior to the Closing Effective Time any event information relating to ETP or the Company, or any of their respective affiliates, officers or directors, is discovered by ETP or the Company which should occur which is required by applicable Law to be set forth in an amendment ofor supplement to any of the Form S-4 or the Proxy Statement/Prospectus, so that any of such documents would not include any misstatement of a material fact or a supplement toomit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Information Statement. In party that discovers such case, information shall promptly notify the other parties will cooperate to promptly prepare hereto and file such an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Company. (b) The Company shall take all action necessary in accordance with applicable Laws and the Company Organizational Documents to duly give notice of, convene and hold a meeting of its stockholders, to be held as promptly as practicable after the Form S-4 is declared effective under the Securities Act, to consider the adoption of this Agreement (the “Stockholders’ Meeting”). The Company will, except in the case of a Change of Recommendation, (i) through its Board of Directors, recommend that its stockholders adopt this Agreement and (ii) use reasonable best efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement and to take all other action reasonably necessary or advisable to secure the vote or consent of its stockholders required by the rules of the NYSE or applicable Laws to obtain such approvals. In the case of a Change of Recommendation, the Company will continue to request and accept proxies from its stockholders, whether for or against the adoption of this Agreement. For the avoidance of doubt, unless this Agreement has been terminated pursuant to the terms hereof, no Change of Recommendation shall be deemed to relieve the Company of its obligations set forth in this Section 5.5, other than the Company’s obligation set forth in the second sentence of this Section 5.5(b). (c) Notwithstanding anything in this Agreement to the contrary, the Company may, in consultation with ETP, postpone or adjourn the Company Stockholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining the Company Stockholder Approval, (ii) for the absence of quorum, (iii) to allow reasonable additional time for the filing and/or mailing of any supplemental or amended disclosure which the Company has determined after consultation with outside legal counsel is necessary under applicable Law and will mail for such amendment supplemental or supplement amended disclosure to PDN’s be disseminated and reviewed by the stockholders of the Company prior to the extent required Company Stockholders’ Meeting and (iv) if the Company has delivered any notice contemplated by applicable Law; provided, however, that prior to Section 5.4(e) or 5.4(f) and the time periods contemplated by the Section under which such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall notice has been delivered have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its stockholders under applicable Lawnot expired.

Filings; Other Actions. Each of NAPW, PDN and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement. Without limiting the foregoing, as promptly as practicable after the date of this Agreement, the parties hereto shall prepare and cause to be filed with the SEC the Information Statement; provided, however, that prior to the filing of the Information Statement, PDN shall consult with NAPW with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to cause the Information Statement to be mailed to PDN’s stockholders as promptly as reasonably practicable after the date on which the Information Statement is cleared by the SEC. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN shall notify NAPW of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Information Statement or for additional information, and will promptly supply to NAPW and its counsel copies of all correspondence between PDN or its Representatives(a) Purchaser, on the one hand, and the SEC or members of its staffCompany, on the other hand, will (and will cause their respective affiliates to) cooperate and consult with respect to the Information Statement. Each of NAPW, PDN other party and Merger Sub shall use reasonable best efforts to resolve (i) promptly prepare and file (as applicable) all SEC comments permits, consents, approvals, confirmations (whether in writing or orally) and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated hereby (including each of the Certificate of Designations to be filed with respect to and accepted by the Information Statement Delaware Secretary of State in connection with the Closing); and any other required filings (ii) respond as promptly as practicable after receipt thereofto any request for information from (including supplying any additional information or documentary material that may be requested by) any Governmental Entity relating to the foregoing, in each case, so as to enable the parties hereto to consummate the transactions contemplated by this Agreement, including the Investment, as promptly as reasonably practicable following the entry into this Agreement. (b) To the extent permitted by Lxx, each party hereto agrees to keep the other party reasonably apprised of the status of matters referred to in this Section 3.1(b). Each of NAPW, PDN Purchaser and Merger Sub agree to the Company shall promptly correct or supplement any information provided by it or on its behalf for use in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Information Statement transactions to which it will be party as contemplated hereby, if and to the extent (A) that information previously provided by it or on its behalf shall have become false or misleading in any material respectrespect or (B) necessary or advisable to ensure that such document would not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (c) The Company shall as promptly as reasonably practicable, duly call, give notice of, establish a record date for, convene and hold a special stockholders’ meeting (the “Stockholders’ Meeting”), for the purpose of, among other matters, obtaining the Requisite Stockholder Vote. NAPW To the extent reasonably practicable, the Company will promptly notify PDN if at file a preliminary proxy statement that complies in all material respects with applicable rules and regulations promulgated by the SEC for any time prior to such meeting no later 30 days after the Closing Date. The Company shall promptly respond to any event should occur comments received from the SEC on the proxy statement and will use reasonable best effort to have the Stockholders’ Meeting no later than 90 days after the Closing Date. The Company shall (A) through its Board of Directors recommend to its stockholders the approval and adoption of the Charter Amendment and the Exchange Approval (the “Company Recommendations”), (B) include such Company Recommendations in the proxy statement delivered to its stockholders in connection with the Requisite Stockholder Vote and (C) use its reasonable best efforts to obtain the Requisite Stockholder Vote. Purchaser shall vote all shares of Common Stock held by Purchaser as of the record date for such meeting in favor of the approval and adoption of the Charter Amendment and the Exchange Approval. Neither the Board of Directors nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaser, the Company Recommendations or take any action, or make any public statement, filing or release inconsistent with the Company Recommendations. The Company shall adjourn or postpone the Stockholders’ Meeting, if, as of the time for which such meeting is originally scheduled there are insufficient shares of Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting. The Company shall also adjourn or postpone the Stockholders’ Meeting, if on the date of the Stockholders’ Meeting the Company has not received proxies representing a sufficient number of shares of Common Stock necessary to obtain the Requisite Stockholder Vote and, following such adjournment or postponement, the Company shall solicit proxies representing a sufficient number of shares of Common Stock necessary to obtain the Requisite Stockholder Vote. Following the first of either such adjournment or postponement, if requested by Purchaser, the Company shall retain a proxy solicitor reasonably acceptable to, and on terms reasonably acceptable to, Purchaser in connection with obtaining the Requisite Stockholder Vote. After obtaining the Requisite Stockholder Vote, the Company shall as promptly as reasonably practical, file the Charter Amendment with the Delaware Secretary of State, as required by applicable Law to be set forth Law, and provide Purchaser a certificate from the Delaware Secretary of State evidencing that the Charter Amendment is in an amendment of, or a supplement to, full force and effect. (d) To the Information Statement. In such caseextent permitted by applicable Law, the parties shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent, waiver, approval or authorization is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any such required approval, consent or authorization will cooperate to promptly prepare and file not be obtained or that the receipt of such amendment approval, consent or supplement with the SEC to the extent required by applicable Law and authorization will mail such amendment be materially delayed or supplement to PDN’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each conditioned. (e) Each party shall consult with each execute and deliver after the Closing, such further certificates, agreements, instruments and other documents and take such other actions as the other party with respect may reasonably request, in each case, to consummate, implement or evidence the Investment or the Charter Amendment. (f) If the Requisite Stockholder Vote is not obtained by the date that is the 180th day after the Closing Date, the Company and Purchaser shall use reasonable best efforts to, as promptly as reasonably practicable, agree upon a form of warrant on the terms described on Exhibit E, and if the Requisite Stockholder Vote is not obtained by the date that is the 210th day after the Closing Date, the Company shall issue to Purchaser on such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding date warrants on the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its stockholders under applicable Law.terms described on Exhibit E.

Filings; Other Actions. Each (a) Subject to the terms and conditions herein provided, as promptly as practicable, HoldCo, Members Mutual and the Standby Purchaser shall: (i) make all filings required by the insurance regulatory authorities in Illinois, including, without limitation, the filing of NAPWthe Standby Purchaser Form A by the Standby Purchaser, PDN and Merger Sub shall any other relevant jurisdictions that may be required to be made in connection with this Agreement and Related Documents and the transactions contemplated hereby and thereby, (ii) use reasonable best efforts to take cooperate with each other in timely making all such filings and timely seeking all other consents, approvals, permits, notices or cause to be taken such actions authorizations (including obtaining the HSR Approval, if applicable) as may be required to be taken under the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements made in connection with the Merger this Agreement and Related Documents and the other transactions contemplated by this Agreement. Without limiting the foregoinghereby and thereby, as promptly as practicable after the date of this Agreement, the parties hereto shall prepare and cause to be filed with the SEC the Information Statement; provided, however, that prior to the filing of the Information Statement, PDN shall consult with NAPW with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall (iii) use reasonable best efforts to take, or cause the Information Statement to be mailed taken, all other action and do, or cause to PDN’s stockholders be done, all other things necessary or appropriate to consummate the transactions contemplated hereby as promptly soon as reasonably practicable after the date on which the Information Statement is cleared by the SEC. NAPW practicable; provided, that no party hereto shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law to agree to any Burdensome Condition in connection with seeking or that is reasonably requested by PDNobtaining such approvals from any Government Entity. PDN shall notify NAPW of In connection with the receipt of comments from foregoing, Members Mutual will provide the SEC and of any request from the SEC for amendments or supplements to the Information Statement or for additional informationStandby Purchaser, and the Standby Purchaser will promptly supply to NAPW and its counsel provide Members Mutual, with copies of all correspondence material correspondence, filings or communications between PDN such party or any of its Representativesrepresentatives, on the one hand, and the SEC any Government Entity or members of its stafftheir respective staffs, on the other hand, with respect to this Agreement or Related Documents and the Information Statement. Each transactions contemplated hereby and thereby, and will keep the other party apprised of NAPWthe status of any material communications with and any inquiries or request for additional information from any Government Entity; provided, PDN that each party will provide the other party with a reasonable opportunity to review such documents prior to the filing thereof and Merger Sub shall use reasonable best efforts to resolve all SEC reasonably consider any comments suggested by the other party or its counsel. (b) The Standby Purchaser will cooperate with Members Mutual with respect to all matters coming before the Information Statement and any other required filings as promptly as practicable after receipt thereof. Each of NAPW, PDN and Merger Sub agree to correct any information provided by it for use Department in the Information Statement which shall have become false or misleading in any material respect. NAPW will promptly notify PDN if at any time prior to the Closing any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement toconnection with this Agreement, the Information Statement. In such caseRelated Documents and the transactions contemplated hereby and thereby, the parties and Members Mutual will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to PDN’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party Standby Purchaser with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding all matters coming before the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines Department in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent connection with the directors’ exercise Standby Purchaser Form A. (c) The Standby Purchaser and Member Mutual shall be responsible for their respective fees and all costs of their fiduciary obligations all regulatory filings related to its stockholders under applicable Lawany approvals from any Government Entity.

Filings; Other Actions. (a) Subject to the obligations of consultation contained herein, Grace shall promptly prepare for filing with the SEC the Grace Proxy Statement, the Grace Schedule 14A and the Grace-Conn. Registration Statement, Fresenius USA shall promptly prepare for filing with the SEC the Fresenius USA Proxy Statement and Fresenius USA Schedule 14A, and the parties hereto shall cooperate to promptly prepare for filing with the SEC the Newco Registration Statement, the NY Preferred Registration Statement and the ADR Registration Statement (including all required financial statements). In connection with the foregoing, Fresenius AG shall prepare audited financial statements prepared in accordance with US GAAP for the FWD Business and such financial statement shall be included in the Newco Registration Statement (and in such other Registration Statements and Proxy Statements as may be appropriate). Each of NAPW, PDN and Merger Sub party hereto shall use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to any comments made by the SEC with respect to such filings, to have such filings declared effective or cleared, as the case may be, and cause such filings to be mailed at the earliest reasonably practicable time. Each party hereto and its counsel shall be given a reasonable opportunity to review and comment on each version of such filings prior to the filing thereof with the SEC. Each party hereto also shall use its reasonable efforts to obtain all necessary state securities law or blue sky permits and approvals required to carry out the transactions contemplated hereby and shall furnish all information as may be reasonably requested in connection with any such action. (b) Each party hereto shall cooperate with the other parties hereto, subject to the terms and conditions set forth herein, use its reasonable efforts promptly to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain as promptly as reasonably practicable all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated hereby. Each party hereto shall consult with the other parties hereto with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated hereby and each party shall keep the other parties hereto apprised of the status of matters relating to completion of the transactions contemplated hereby. (c) Each party hereto shall, upon reasonable request and except as otherwise may be required by applicable law, furnish the other parties hereto with all information concerning itself, its subsidiaries, directors, officers and shareholders and other Affiliates and such other matters as may be reasonably necessary or advisable in connection any statement, filing, notice or application made by or on behalf of such other party or any of its Affiliates to any Governmental Entity in connection with any transactions contemplated by this Agreement. (d) Each party hereto shall, subject to applicable laws relating to the disclosure and exchange of information, promptly furnish the other parties hereto with copies of written communications received by each such party or any of its subsidiaries, from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated hereby. (e) Each party hereto shall cooperate with each other party hereto and promptly take or cause to be taken such all actions as may be required to be taken under the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities and do or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement. Without limiting the foregoing, as promptly as practicable after the date of this Agreement, the parties hereto shall prepare and cause to be filed done all things necessary, proper or advisable to obtain favorable review of the proposed transaction under the HSR Act and any foreign antitrust or competition laws, which efforts shall include, without limitation, undertaking litigation and/or agreeing to hold aside or divest, or enter into any conduct restriction with respect to, any asset or business to be part of Newco after the SEC Effective Time (all such decisions to be made by the Information Statementparties in consultation with one another taking into consideration the effect on Newco); provided, however, that prior to the filing of the Information Statement, PDN foregoing shall consult with NAPW not require that any action be taken with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to cause the Information Statement to be mailed to PDN’s stockholders as promptly as reasonably practicable after the date on which the Information Statement is cleared by the SEC. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law (or that is reasonably requested by PDN. PDN shall notify NAPW of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Information Statement or for additional information, and will promptly supply to NAPW and its counsel copies of all correspondence between PDN by) Grace-Conn. or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Information Statement. Each of NAPW, PDN and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Information Statement and any other required filings as promptly as practicable after receipt thereof. Each of NAPW, PDN and Merger Sub agree to correct any information business; provided by it for use in the Information Statement which shall have become false or misleading in any material respect. NAPW will promptly notify PDN if at any time prior to the Closing any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Information Statement. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to PDN’s stockholders to the extent required by applicable Law; providedfurther, however, that Grace shall not be required to commit to any action that is to be taken prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its stockholders under applicable LawEffective Time.

Filings; Other Actions. Each of NAPW, PDN (a) Upon the terms and Merger Sub subject to the conditions herein provided each Party hereto shall (i) use all commercially reasonable best efforts to take cooperate with one another in determining which filings and registrations are required to be made prior to the Effective Time, and which consents, approvals, waivers, clearances, permits or authorizations or confirmations are required to be obtained prior to the Effective Time, from Governmental Entities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, (ii) use all commercially reasonable efforts to timely make all such filings and registrations and timely obtain all such consents, approvals, waivers, clearances, permits, registrations, authorizations or confirmations (including any required filings under the HSR Act or any foreign antitrust, competition or trade law), (iii) use all commercially reasonable efforts to avoid or eliminate as soon as practicable each and every impediment under any antitrust law that may be asserted by any United States or foreign governmental antitrust authority so as to enable the Parties to expeditiously close the transactions contemplated hereby, and (iv) use all commercially reasonable efforts to take, or cause to be taken such taken, all other actions as may be required and do, or cause to be taken under done, all other things necessary, proper or appropriate to consummate and make effective the Securities transactions contemplated by this Agreement as promptly as practicable. (b) Without limiting the generality of the foregoing, the Company and Parent shall, as promptly as practicable and before the expiration of any relevant legal deadline, but in no event later than ten (10) Business Days following the execution and delivery of this Agreement, file with (i) the United States Federal Trade Commission and the United States Department of Justice, the notification and report form required for the transactions contemplated hereby and any supplemental information requested in connection therewith pursuant to the HSR Act, which forms shall specifically request early termination of the Exchange Actwaiting period prescribed by the HSR Act and (ii) any other Governmental Entity, any other federal securities Lawsfilings, reports, information and documentation required for the transactions contemplated hereby pursuant to any other foreign antitrust or competition law. Each of the Company and Parent shall furnish to each other's counsel such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act and any other foreign antitrust or competition law. (c) Parent and the Company shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Entity and shall comply promptly with any such inquiry or request, including a request for additional information or Second Request from the United States Federal Trade Commission and the United States Department of Justice. Each Party shall permit the other Parties to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the applicable state securities Governmental Entity or “blue sky” Laws other Person, give the other Parties the opportunity to attend and any stock exchange requirements participate in such meetings and conferences, in each case in connection with the Merger and Merger. (d) Nothing in this Agreement, however, shall require or be construed to require any Party hereto, in order to obtain the consent or successful termination of any review of any such Governmental Entity regarding the transactions contemplated hereby, to (i) sell or hold separate, or agree to sell or hold separate, before or after the Effective Time, any assets, businesses or any interests in any assets of businesses, of Parent, the Company or any of their respective affiliates (or to consent to any sale, or agreement to sell, by Parent or the Company, of any assets or businesses, or any interests in any assets or businesses), or any change in or restriction on the operation by Parent or the Company of any assets or businesses, or (ii) enter into any other agreement or be bound by any obligation that, in Parent's good faith judgment, may have a material adverse effect on the benefits to Parent of the transactions contemplated by this Agreement. Without limiting the foregoing, as promptly as practicable after the date of this Agreement, the parties hereto shall prepare and cause to be filed with the SEC the Information Statement; provided, however, that prior to the filing of the Information Statement, PDN shall consult with NAPW with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to cause the Information Statement to be mailed to PDN’s stockholders as promptly as reasonably practicable after the date on which the Information Statement is cleared by the SEC. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN shall notify NAPW of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Information Statement or for additional information, and will promptly supply to NAPW and its counsel copies of all correspondence between PDN or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Information Statement. Each of NAPW, PDN and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Information Statement and any other required filings as promptly as practicable after receipt thereof. Each of NAPW, PDN and Merger Sub agree to correct any information provided by it for use in the Information Statement which shall have become false or misleading in any material respect. NAPW will promptly notify PDN if at any time prior to the Closing any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Information Statement. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to PDN’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its stockholders under applicable Law.

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement, Parent and the Company shall prepare and file with the SEC the Proxy Statement, and Parent shall prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. The Proxy Statement shall include (i) unless a Company Change of Recommendation shall have occurred in accordance with Section 6.4(e), the Company Recommendation, (ii) unless a Parent Change of Recommendation shall have occurred in accordance with Section 6.5(e), the Parent Recommendation, (iii) a copy of this Agreement, and (iv) the Company Fairness Opinion and such information that formed the basis for rendering the Company Fairness Opinion as is customary for proxy statements of this type. Each of NAPW, PDN Parent and Merger Sub the Company shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken have the Form S-4 declared effective under the Securities Act, Act as promptly as reasonably practicable after such filing and to keep the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. Without limiting hereby (or until the foregoing, as promptly as practicable after the date termination of this Agreement, the parties hereto shall prepare and cause to be filed Agreement in accordance with the SEC the Information Statement; provided, however, that prior to the filing of the Information Statement, PDN shall consult with NAPW with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereonArticle VIII). The parties hereto Company shall use reasonable best efforts to cause the Information Proxy Statement to be mailed to PDNthe Company’s stockholders as promptly as reasonably practicable after the date on which Form S-4 is declared effective under the Information Securities Act. (b) No filing of, or amendment or supplement to, or dissemination to stockholders of, the Form S-4, the Proxy Statement is cleared by the SEC. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be and, except as required under applicable Law or, subject to compliance with Section 6.4 and Section 6.5 (as applicable), in connection with any Acquisition Proposal or Change of Recommendation, all other materials used in connection with the Company Stockholders’ Meeting that is reasonably requested (i) constitute “proxy materials” or “solicitation materials” as those terms are used in Rules 14a-1 through 14a-17 under the Exchange Act or (ii) are otherwise used for the “solicitation” of “proxies” as those terms are defined in Rule 14a-1 under the Exchange Act (“Other Proxy Materials”), and no responses to any oral or written request by PDNthe SEC with respect to the Proxy Statement, the Form S-4 or the Other Proxy Materials, will be made by Parent or the Company, as applicable, without providing the other party (and its Representatives) a reasonable opportunity to review and comment thereon (and good faith consideration by Parent or the Company, as applicable, of all such comments). PDN shall notify NAPW Parent or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the receipt time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of comments from any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC and of any request from with respect to the Proxy Statement, the Form S-4 or the Other Proxy Materials or comments thereon or requests by the SEC for amendments or supplements to the Information Statement or for additional information, and will promptly supply to NAPW and its counsel provide the other with copies of all correspondence between PDN or its Representatives, on the one hand, and any written communication from the SEC or members of its staff, on the other hand, with respect to the Information Statement. Each of NAPW, PDN any state securities commission and Merger Sub shall will use reasonable best efforts to resolve all promptly respond to any such request or comments by the SEC comments with respect (subject to the Information Statement and any other required filings as promptly as practicable after receipt thereof. Each of NAPW, PDN and Merger Sub agree to correct any information provided by it for use in the Information Statement which shall have become false or misleading in any material respect. NAPW will promptly notify PDN if this Section 6.6(b)). (c) If at any time prior to the Closing Effective Time any event information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the Company which should occur which is required by applicable Law to be set forth in an amendment ofor supplement to any of the Form S-4 or the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or a supplement toomit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Information Statement. In party which discovers such case, information shall promptly notify the other parties will cooperate to promptly prepare hereto and file such an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law, disseminated to the respective stockholders of Parent and/or the Company, as applicable (subject to Section 6.6(b)). (d) The Company shall take all actions necessary in accordance with applicable Law and will mail such amendment the Company Organizational Documents to duly give notice of, convene and hold a meeting of its stockholders, to be held as promptly as practicable after the Form S-4 is declared effective under the Securities Act, to consider the adoption of this Agreement (the “Company Stockholders’ Meeting”). The Company will, except in the case of a Company Change of Recommendation in accordance with Section 6.4(e), use reasonable best efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement and to take all other action reasonably necessary or supplement advisable to PDN’s secure the vote or consent of its stockholders to the extent required by applicable Law; provided, however, that prior Law to obtain such filing, each party shall consult with each other party with respect approvals. (e) The Company will use reasonable best efforts to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereonhold the Company Stockholders’ Meeting as soon as reasonably practicable after the date of this Agreement. Notwithstanding anything to the forgoingcontrary in this Agreement but subject to the DGCL, no party shall have any the Company’s obligation to notify give notice of, convene and hold the other parties Company Stockholders’ Meeting shall not be limited, or otherwise affected, by the commencement, disclosure, announcement or submission of any matters Company Acquisition Proposal or Parent Acquisition Proposal, and the Company shall not change the record date for the Company Stockholders’ Meeting or postpone or adjourn the Company Stockholders’ Meeting without the prior written consent of the Parent, which consent shall not be unreasonably withheld, conditioned or delayed. In addition, without the prior written consent, , which consent shall not be unreasonably withheld, conditioned or delayed, of Parent, the adoption of the Merger Agreement shall be the only proposal to be voted on at the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directorsCompany Stockholders’ exercise of their fiduciary obligations to its stockholders under applicable LawMeeting.

Filings; Other Actions. Each of NAPW, PDN (a) The Investor and Merger Sub shall the Company will cooperate and consult with each other and use commercially reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings, and other documents, and to obtain all necessary permits, consents, orders, approvals, and authorizations of, or any exemption by, all third parties and Governmental Entities, and expiration or termination of any applicable waiting periods, necessary or advisable to consummate the transactions contemplated by this Agreement and to perform covenants contemplated by this Agreement. Each party shall execute and deliver both before and after the Closing such further certificates, agreements, and other documents and take or cause to be taken such other actions as the other party may be required reasonably request to be taken under consummate or implement such transactions or to evidence such events or matters. The Investor and the Securities ActCompany will each have the right to review in advance, and to the Exchange Actextent practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Company or to the Investor, all the information (other than personal or sensitive information) relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any other federal securities Laws, third party or any applicable state securities or “blue sky” Laws and any stock exchange requirements Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Without limiting In exercising the foregoingforegoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable after practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor and the Company shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their Affiliates from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement or any other Transaction Document. Notwithstanding anything in this Agreement to the contrary, Neither the Investor nor the Company shall be required to provide any materials to the other party that it deems private or confidential nor shall either be required to make any commitments (other than the passivity commitments described above) to any Governmental Entity in connection therewith or suffer any Burdensome Condition. (b) Each party agrees, upon reasonable request, to furnish the other party with all information concerning itself, its subsidiaries, Affiliates, directors, officers, partners, and shareholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice, or application made by or on behalf of such other party or any of its subsidiaries to any Governmental Entity in connection with this Agreement. Notwithstanding anything herein to the contrary, neither the Investor nor the Company shall be required to furnish the other party with any (1) sensitive personal biographical or personal financial information of any of the directors, officers, employees, managers or partners of the Investor or any of its Affiliates, (2) proprietary and non-public information related to the organizational terms of, or investors in, the it or its Affiliates, or (3) any information that it deems private or confidential. (c) From the date of this AgreementAgreement until the Closing, the parties hereto Company shall prepare and cause not act, directly or indirectly, to be filed with amend, modify, or waive any provision in the SEC Articles of Association of the Information Statement; providedCompany, however, that prior in any manner adverse to the filing of the Information Statement, PDN shall consult with NAPW with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to cause the Information Statement to be mailed to PDN’s stockholders as promptly as reasonably practicable after the date on which the Information Statement is cleared by the SEC. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN shall notify NAPW of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Information Statement or for additional information, and will promptly supply to NAPW and its counsel copies of all correspondence between PDN or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Information Statement. Each of NAPW, PDN and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Information Statement and any other required filings as promptly as practicable after receipt thereof. Each of NAPW, PDN and Merger Sub agree to correct any information provided by it for use in the Information Statement which shall have become false or misleading in any material respect. NAPW will promptly notify PDN if at any time prior to the Closing any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Information Statement. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to PDN’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its stockholders under applicable LawInvestor.

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement, Parent and the Company shall prepare and file with the SEC the Joint Proxy Statement, and Parent shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of NAPW, PDN Parent and Merger Sub the Company shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken have the Form S-4 declared effective under the Securities Act, Act as promptly as reasonably practicable after such filing and to keep the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated by this Agreementhereby. Without limiting Parent will cause the foregoingJoint Proxy Statement to be mailed to Parent’s stockholders, and the Company will cause the Joint Proxy Statement to be mailed to the Company’s stockholders, in each case as promptly as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of shares of Parent Common Stock in the Merger and the conversion of Company Stock Options into shares of Parent Common Stock, the conversion of the Restricted Shares into shares of Parent Common Stock as set forth in Section 5.8(a)(ii) and the conversion of the Company RSUs into shares of Parent Common Stock as set forth in Section 5.8(a)(iii), and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, delayed or conditioned) and without providing the other party a reasonable opportunity to review and comment thereon. Parent or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication from the SEC or any state securities commission. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective affiliates, officers or directors, is discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the respective stockholders of Parent or the Company, as applicable. (b) Each of the Company and Parent shall take all action necessary in accordance with applicable Laws and the Company Organizational Documents, in the case of the Company, and the Parent Organizational Documents, in the case of Parent, to duly give notice of, convene and hold a meeting of its stockholders, respectively, to be held as promptly as practicable after the Form S-4 is declared effective under the Securities Act, to consider, in the case of Parent, the Stock Issuance (the “Parent Stockholders’ Meeting”) and, in the case of the Company, the adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger (the “Company Stockholders’ Meeting”). The Company will, except in the case of a Company Change of Recommendation, through its Board of Directors, recommend that its stockholders adopt this Agreement and will use reasonable best efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement and to take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of the NYSE or applicable Laws to obtain such approvals. Parent will, except in the case of a Parent Change of Recommendation, through its Board of Directors, recommend that its stockholders approve the Stock Issuance, and will use reasonable best efforts to solicit from its stockholders proxies in favor of the Stock Issuance and to take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of the NYSE or applicable Laws to obtain such approval. (c) Each of the Company and Parent will use reasonable best efforts to hold the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting, respectively, on the same date as the other party and as soon as reasonably practicable after the date of this Agreement, the parties hereto shall prepare and cause to be filed with the SEC the Information Statement; provided, however, that prior to the filing of the Information Statement, PDN shall consult with NAPW with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to cause the Information Statement to be mailed to PDN’s stockholders as promptly as reasonably practicable after the date on which the Information Statement is cleared by the SEC. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN shall notify NAPW of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Information Statement or for additional information, and will promptly supply to NAPW and its counsel copies of all correspondence between PDN or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Information Statement. Each of NAPW, PDN and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Information Statement and any other required filings as promptly as practicable after receipt thereof. Each of NAPW, PDN and Merger Sub agree to correct any information provided by it for use in the Information Statement which shall have become false or misleading in any material respect. NAPW will promptly notify PDN if at any time prior to the Closing any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Information Statement. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to PDN’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its stockholders under applicable Law.

Filings; Other Actions. Each of NAPW, PDN and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement. Without limiting the foregoing, as (a) As promptly as reasonably practicable after following the date of this Agreement, the parties hereto Company shall prepare the Proxy Statement, and cause to be filed the Company and the Buyer shall prepare the Schedule 13E-3. The Buyer and the Company shall cooperate with each other in connection with the SEC the Information Statement; provided, however, that prior to the filing preparation of the Information foregoing documents. The Company will use its commercially reasonable efforts to have the Proxy Statement, PDN shall consult with NAPW with respect and the Buyer and the Company will use their commercially reasonable efforts to have the Schedule 13E-3, cleared by the SEC as promptly as practicable after such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereonfiling. The parties hereto shall Company will use its commercially reasonable best efforts to cause the Information Proxy Statement to be mailed to PDNthe Company’s stockholders shareholders as promptly as reasonably practicable after the date on which the Information Proxy Statement is cleared by the SEC. NAPW The Company shall provide PDN with any information for inclusion in as promptly as practicable notify the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN shall notify NAPW Buyer of the receipt of any oral or written comments from the SEC and of any request from the SEC for amendments or supplements relating to the Information Proxy Statement. The Company shall cooperate and provide the Buyer with a reasonable opportunity to review and comment on the draft of the Proxy Statement (including each amendment or supplement thereto), and the Buyer and the Company shall cooperate and provide each other with a reasonable opportunity to review and comment on the draft Schedule 13E-3 (including each amendment or supplement thereto) and all responses to requests for additional informationinformation by and replies to comments of the SEC, prior to filing such with or sending such to the SEC, and the Buyer and the Company will promptly supply to NAPW and its counsel provide each other with copies of all such filings made and correspondence between PDN or its Representatives, on the one hand, and with the SEC or members of its staff, on the other hand, with respect to the Information Statementthereto. Each of NAPW, PDN and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Information Statement and any other required filings as promptly as practicable after receipt thereof. Each of NAPW, PDN and Merger Sub agree to correct any information provided by it for use in the Information Statement which shall have become false or misleading in any material respect. NAPW will promptly notify PDN if If at any time prior to the Closing Date, any event information should occur be discovered by any party hereto which is required by applicable Law to should be set forth in an amendment ofor supplement to the Proxy Statement or the Schedule 13E-3 so that the Proxy Statement or the Schedule 13E-3 would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, or a supplement toin the light of the circumstances under which they were made, not misleading, the Information Statement. In party which discovers such caseinformation shall promptly notify the other parties hereto and, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such Law, an appropriate amendment or supplement to PDN’s stockholders describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the extent required by applicable Law; providedshareholders of the Company. (b) Subject to the other provisions of this Agreement, howeverthe Company shall (i) take all action necessary in accordance with the New Jersey Shareholders’ Protection Act (including, that not less than 20 days prior to the Company Meeting, notifying each shareholder of record entitled to vote at such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party meeting that appraisal rights are available under the New Jersey Shareholders’ Protection Act) and its Representatives amended certificate of incorporation and by-laws to duly call, give notice of, convene and hold a meeting of its shareholders as promptly as reasonably practicable following the mailing of the Proxy Statement for the purpose of obtaining the Company Shareholder Approval (such meeting or any adjournment or postponement thereof, the “Company Meeting”), and (ii) subject to the Board’s or the Special Committee’s withdrawal or modification of its Recommendation in accordance with Section 6.3, use commercially reasonable opportunity efforts to comment thereonsolicit from its shareholders proxies in favor of the approval of this Agreement, the Transaction and the other transactions contemplated hereby. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters anything in this Agreement to the extent that its board contrary, unless this Agreement is terminated in accordance with Section 8.1, the Company, regardless of directors whether the Board (whether or any committee thereof determines not acting through the Special Committee, if then in good faithexistence) has approved, after consultation with its outside legal counselendorsed or recommended an Alternative Proposal or has withdrawn, that to do so would be inconsistent with modified or amended the directors’ exercise Recommendation, will submit this Agreement for adoption by the shareholders of their fiduciary obligations to its stockholders under applicable Lawthe Company at the Company Meeting.

Filings; Other Actions. (a) Each of NAPW, PDN the Investor and Merger Sub shall the Company will cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, and expiration or termination of any applicable waiting periods, necessary or advisable to consummate the transactions contemplated by this Agreement and the other Transaction Documents, to perform covenants contemplated by this Agreement and the other Transaction Documents (including regarding termination of the Voting Trust Agreement). Each party shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other party may reasonably request to consummate or implement such transactions or to evidence such events or matters. In particular, the Investor will use its reasonable best efforts to promptly obtain, and the Company will cooperate as may reasonably be requested by the Investor to help the Investor promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, filings and registrations with, and notifications to, or expiration or termination of any applicable waiting period, under the HSR Act or competition or merger control laws of other jurisdictions, all notices to and, to the extent required by any Regulators or by applicable law or regulation, consents, approvals or exemptions from the Regulators, including the Insurance Regulatory Approvals and any post-closing regulatory approvals for the transactions contemplated by the Transaction Documents, the Closing, the Rights Offering Closing or the Backstop Closing and the exercise of any of the Warrants and the conversion of the Preferred Stock, including, (1) prior to the Closing or the Xxxxxxxx Xxxxxxx or Rights Offering Closing, as applicable, any approvals or expiration or termination of any applicable waiting period under the HSR Act or competition or merger control laws of other jurisdictions and Insurance Regulatory Approvals (other than post-closing regulatory approvals) or other approvals required prior to the Closing or the Backstop Closing or Rights Offering Closing, as applicable, and (2) after the Closing, Backstop Closing or Rights Offering Closing, the post-closing regulatory approvals or to the extent necessary, any applicable waiting period under the HSR Act or competition or merger control laws of other jurisdictions. In addition, after the Closing, the Company shall use its reasonable best efforts to take any other actions that are necessary for the termination of the Voting Trust Agreement and the transfer of the Common Stock, Preferred Stock and/or any Warrants then held by the voting trust to the Investor, and Investor will, and will cause to be taken such actions its Affiliates to, cooperate with the Company as may be required reasonably requested by the Company. Notwithstanding anything to the contrary in this Agreement, neither Investor nor its Affiliates shall be taken under obligated to (i) take or proffer to take any action that would prevent, limit or impede the Securities Actoperation of Section 4.4 of this Agreement or (ii) make, or offer to make any divestiture of, or otherwise limit Investor’s or its Affiliates’ freedom of action with respect to, Investor’s or its Affiliates’ other assets or businesses presently owned or hereafter acquired. Each of the Exchange ActInvestor and the Company will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to all the information relating to the other party, and any of their respective subsidiaries, which appears in any filing made with, or written materials submitted to, any other federal securities Laws, third party or any applicable state securities or “blue sky” Laws and any stock exchange requirements Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Without limiting In exercising the foregoingforegoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable after practicable. Each party hereto agrees to keep the date other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor and the Company shall promptly furnish each other with copies of written communications received by them or their subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this AgreementAgreement or by the other Transaction Documents, other than any communications received by the Investor from, or delivered by the Investor to, the parties hereto IRS (and other than in respect of information filed or otherwise submitted confidentially to any such Governmental Entity). (b) At the regularly scheduled 2008 annual meeting of the Company’s stockholders, unless this Agreement has been terminated pursuant to Section 5.1, the Company shall prepare include a proposal to obtain the approvals necessary to permit the B-Warrant and cause the B2- Warrant to be filed exercised for Common Stock and to permit the Preferred Stock to be converted into Common Stock, which meeting shall be the next annual meeting of the Company for the purpose of obtaining such approval. The Board of Directors shall unanimously recommend to the Company’s stockholders that such stockholders approve the actions with respect to the B-Warrant, the B2-Warrant and the Preferred Stock referenced above. In connection with such meeting, the Company shall promptly prepare (and the Investor will reasonably cooperate with the Company to prepare) and file with the SEC the Information Statement; provideda preliminary proxy statement, however, that prior to the filing of the Information Statement, PDN shall consult with NAPW with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use its reasonable best efforts to solicit proxies for such stockholder approval and shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause the Information Statement a definitive proxy statement related to such stockholders’ meeting to be mailed to PDNthe Company’s stockholders as promptly as reasonably practicable after the date on which the Information Statement is cleared by the SECstockholders. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN The Company shall notify NAPW the Investor promptly of the receipt of any comments from the SEC or its staff and of any request from by the SEC or its staff for amendments or supplements to the Information Statement such proxy statement or for additional information, information and will promptly supply to NAPW and its counsel the Investor with copies of all correspondence between PDN the Company or any of its Representativesrepresentatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Information Statementsuch proxy statement. Each of NAPW, PDN and Merger Sub If at any time prior to such stockholders’ meeting there shall use reasonable best efforts occur any event that is required to resolve all SEC comments with respect be set forth in an amendment or supplement to the Information Statement and any other required filings proxy statement, the Company shall as promptly as practicable after receipt thereofprepare and mail to its stockholders such an amendment or supplement. Each of NAPW, PDN the Investor and Merger Sub agree the Company agrees promptly to correct any information provided by it or on its behalf for use in the Information Statement which proxy statement if and to the extent that such information shall have become false or misleading in any material respect. NAPW will , and the Company shall as promptly notify PDN if at any time prior to the Closing any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Information Statement. In such case, the parties will cooperate to promptly as practicable prepare and file such mail to its stockholders an amendment or supplement with the SEC to correct such information to the extent required by applicable Law laws and will mail such regulations. The Company shall consult with the Investor prior to mailing any proxy statement, or any amendment or supplement thereto, to PDN’s which the Investor reasonably objects. The directors’ recommendation described in this Section 3.1 shall be included in the proxy statement filed in connection with obtaining such stockholder approval. In the event that the approvals necessary to permit the B-Warrant and the B2-Warrant to be exercised for Common Stock and/or the to permit the Preferred Stock to be converted into Common Stock are not obtained at the 2008 annual meeting, the Company shall include a proposal to approve (and, the Board of Directors will unanimously recommend approval of) such issuance at a meeting of its stockholders no less than once per each annual period until such approval is obtained. (c) Each party agrees, upon request, to furnish the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect all information concerning itself, its subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the proxy statement in connection with such stockholders meeting and any other statement, filing, notice or application made by or on behalf of such other party or any of its subsidiaries to such amendment any Governmental Entity in connection with the Closing, the Rights Offering Closing or supplement the Backstop Closing and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to transactions contemplated by the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its stockholders under applicable LawTransaction Documents.

Filings; Other Actions. Each of NAPW, PDN and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under (a) From the Securities Actdate hereof until the Closing, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement. Without limiting the foregoing, as promptly as practicable after the date of this Agreement, the parties hereto shall prepare and cause to be filed with the SEC the Information Statement; provided, however, that prior to the filing of the Information Statement, PDN shall consult with NAPW with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to cause the Information Statement to be mailed to PDN’s stockholders as promptly as reasonably practicable after the date on which the Information Statement is cleared by the SEC. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN shall notify NAPW of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Information Statement or for additional information, and will promptly supply to NAPW and its counsel copies of all correspondence between PDN or its RepresentativesPurchasers, on the one hand, and the SEC or members of its staffCompany, on the other hand, will cooperate and consult with respect the other and use commercially reasonable efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary Permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, and the Information Statementexpiration or termination of any applicable waiting period, required, necessary or advisable to consummate the transactions contemplated by this Agreement and the other Transaction Documents. Each of NAPWthe Company and the Purchasers shall execute and deliver both before and after the Closing such further certificates, PDN agreements and Merger Sub shall use reasonable best efforts other documents and take such other actions as the other party may reasonably request to resolve all SEC comments with respect consummate or implement such transactions or to evidence such events or matters. The Company and the Purchaser hereby acknowledge and agree that no approvals or authorizations of, filings or registrations with, or notifications to, or expiration or termination of any applicable waiting period, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) is required prior to Closing to consummate the Purchase. (b) The Purchasers and the Company will have the right to review in advance, and to the Information Statement extent practicable each will consult with the other, in each case subject to applicable Law relating to the exchange of information, all the information relating to such other party, and any other required filings of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable after receipt thereofpracticable. Each party hereto agrees to keep the other party apprised of NAPWthe status of matters referred to in this Section 3.1. The Purchasers shall promptly furnish the Company, PDN and Merger Sub agree to correct any information provided by it for use in the Information Statement which Company shall have become false or misleading in any material respect. NAPW will promptly notify PDN if at any time prior to furnish the Closing any event should occur which is required by applicable Law to be set forth in an amendment ofPurchasers, or a supplement to, the Information Statement. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required permitted by applicable Law and will mail such amendment Law, with copies of written communications received by it or supplement to PDN’s stockholders any of the Company Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement. (c) Notwithstanding anything to the extent required by applicable Law; providedcontrary in this Agreement, howevernothing in this Section 3.1 shall require the Company or any of its respective Affiliates to (i) hold separate or divest or refrain from acquiring, that prior investing in or otherwise dealing in any property, assets, facilities, business, or equity or (ii) commit on behalf of itself any of its Affiliates to such filingany conduct remedies or any amendment, each party shall consult with each other party with respect to such amendment modification or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties termination of any matters to the extent that its board of directors existing, or entering into any committee thereof determines in good faithnew, after consultation contracts with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its stockholders under applicable Lawany third parties.

Filings; Other Actions. Each of NAPWPurchaser, PDN on the one hand, and Merger Sub shall the Company, on the other hand, will cooperate and consult with the other and use reasonable best efforts to take prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or cause to be taken such actions as may be required to be taken under any exemption by, all third parties and Governmental Entities, and the Securities Act, the Exchange Act, any other federal securities Laws, expiration or termination of any applicable state securities waiting period, necessary or “blue sky” Laws and any stock exchange requirements in connection with advisable to consummate the Merger and the other transactions contemplated by this Agreement, and to perform the covenants contemplated by this Agreement. Each party shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters. In particular, Purchaser will use its reasonable best efforts to obtain or submit, and the Company will cooperate as may reasonably be requested by Purchaser to help Purchaser obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, filings and registrations with, and notifications to, or expiration or termination of any applicable waiting period, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable competition or merger control laws of other jurisdictions, prior to the conversion of any Series B-2 Preferred Stock into Common Stock or Series B-1 Preferred Stock. Without limiting the foregoing, to the extent required, Purchaser and the Company shall prepare and file a Notification and Report Form pursuant to the HSR Act in connection with the proposed acquisition of voting securities of the Company in excess of the applicable filing thresholds as promptly as practicable after the date of this Agreement. Purchaser and the Company will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, all the information relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall prepare agrees to act reasonably and cause to be filed with the SEC the Information Statement; provided, however, that prior to the filing of the Information Statement, PDN shall consult with NAPW with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to cause the Information Statement to be mailed to PDN’s stockholders as promptly as reasonably practicable after practicable. Each party hereto agrees to keep the date on which the Information Statement is cleared by the SEC. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN shall notify NAPW other party apprised of the receipt status of comments from matters referred to in this Section 3.1. Purchaser shall promptly furnish the SEC and of any request from the SEC for amendments or supplements to the Information Statement or for additional information, and will promptly supply to NAPW and its counsel copies of all correspondence between PDN or its Representatives, on the one handCompany, and the SEC or members of its staffCompany shall promptly furnish Purchaser, on the other hand, with respect to the Information Statement. Each of NAPW, PDN and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Information Statement and any other required filings as promptly as practicable after receipt thereof. Each of NAPW, PDN and Merger Sub agree to correct any information provided by it for use in the Information Statement which shall have become false or misleading in any material respect. NAPW will promptly notify PDN if at any time prior to the Closing any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Information Statement. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required permitted by applicable Law and will mail such amendment law, with copies of written communications received by it or supplement to PDN’s stockholders its Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement. Notwithstanding anything to the extent contrary, (i) neither Purchaser nor any other Liberty Party shall be required by applicable Law; providedto take (or commit to take) any actions pursuant to this Section 3.1, however, that prior (A) if any such actions would reasonably be expected to have a material adverse effect on the Liberty Capital tracking stock group of Liberty Media Corporation or any business attributed to such filingtracking stock group, each party shall consult with each or (B) if any such actions would reasonably be expected to have an adverse effect on any other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoingtracking stock group of Liberty Media Corporation, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines business attributable to any such other tracking stock group, or (C) if Purchaser determines, in good faith, after consultation with that such actions would reasonably be expected to have a material adverse effect on the Company and its outside legal counselSubsidiaries, or any business thereof. Notwithstanding anything to the contrary, neither the Company nor any its Subsidiaries shall be required to take (or commit to take) any actions pursuant to this Section 3.1, if the Company determines, in good faith, that such actions would reasonably be expected to do so would be inconsistent with have a material adverse effect on the directors’ exercise of their fiduciary obligations to Company and its stockholders under applicable LawSubsidiaries, taken as a whole.

Filings; Other Actions. Each of NAPW, PDN and Merger Sub shall (a) The Company will use its reasonable best efforts promptly to take or cause prepare and file with the SEC the Proxy Statement-Prospectus. (b) The Company will use its reasonable best efforts (i) promptly to be taken such actions as may be required to be taken under prepare and file with the Securities Act, SEC the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements VRM Registration Statement in connection with the Merger distribution of VRM Common Stock and associated VRM Rights in the other transactions contemplated by this Agreement. Without limiting Distribution, and (ii) to cause the foregoing, Proxy Statement-Prospectus to be mailed to the Company's stockholders as promptly as practicable after the date Proxy Statement-Prospectus has been cleared by the SEC. (c) Acquiror will use its reasonable best efforts promptly to prepare and file with the SEC the Acquiror Form S-4. (d) None of the Registration Statements or the Proxy Statement-Prospectus shall be filed with the SEC, and, prior to termination of this Agreement, the parties hereto no amendment or supplement thereto shall prepare and cause to be filed with the SEC, by the Company or Acquiror without giving the other and its counsel a reasonable opportunity to review and comment on such filings prior to the filing thereof. Each of the Company and Acquiror agrees to use its reasonable best efforts, after consultation with the other party, to respond promptly to any comments made by the SEC with respect to all of its filings referred to in clauses (a), (b) and (c) above, including the Information Statementpreparation and filing of any amendments or supplements thereto, and to have all such filings declared effective under the Securities Act and the Exchange Act, as applicable, or cleared by the SEC, in each case as promptly as practicable after the filing thereof. Each of the Company and Acquiror will, and the Company will cause VRM to, use its reasonable best efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by the Reorganization Agreements and each of the Company and Acquiror agrees to furnish all information as may be reasonably requested in connection with any such action; provided, however, that prior Acquiror will not be required to qualify to do business in any jurisdiction in which it is not now so qualified. (e) Each of the Company and Acquiror will promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their respective Subsidiaries in connection with the Distribution or the Merger. (f) Subject to Section 7.3(a) and its right to terminate this Agreement pursuant to Section 9.1, the Company agrees to take, in accordance with the DGCL, the Company Charter and the Company By-laws, all action necessary to convene the Company Meeting within 45 days after the later of the date the Acquiror S-4 is declared effective, the VRM Registration Statement is declared effective, and the Proxy Statement-Prospectus is cleared, by the SEC, to consider and vote upon the Distribution and the Merger and the Company shall, through its Board of Directors, recommend to its stockholders approval of the Distribution and the Merger. (g) Upon the terms and subject to the filing conditions set forth in this Agreement, each of the Information StatementCompany, PDN shall consult with NAPW with respect to such filings Acquiror and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto Sub shall use its reasonable best efforts to take, or cause the Information Statement to be mailed taken, all actions, and to PDN’s stockholders as promptly as reasonably practicable after do, or cause to be done, and to assist and cooperate with the date on which other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the Information Statement is cleared most expeditious manner possible, the transactions contemplated by the SEC. NAPW shall provide PDN with Reorganization Agreements. (h) Each of the Company and Acquiror will promptly, and in any information for inclusion in the Information Statement that may be event within 15 days after execution and delivery of this Agreement, make all filings or submissions as are required under applicable Law the HSR Act. Each of the Company and Acquiror will promptly furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or that submission which is reasonably requested by PDNnecessary under the HSR Act. PDN shall Without limiting the generality of the foregoing, each of the Company and Acquiror will promptly notify NAPW the other of the receipt of comments from the SEC and content of any request from the SEC for amendments inquiries or supplements to the Information Statement or requests for additional information, information made by any Governmental Entity in connection therewith and will promptly supply to NAPW (i) comply with any such inquiry or request and its counsel copies of all correspondence between PDN or its Representatives, on the one hand, and the SEC or members of its staff, on (ii) provide the other hand, with a description of the information provided to any Governmental Entity with respect to any such inquiry or request. In addition, each of the Information StatementCompany and Acquiror will keep the other apprised of the status of any such inquiry or request. Subject to Section 7.5(j), each of the Company and Acquiror will take such actions as are necessary to obtain any clearance required under the HSR Act for the consummation of the transactions contemplated hereby. (i) Each of the Company and Acquiror will promptly make all applications or filings with the Federal Energy Regulatory Commission under Section 203 of the Federal Power Act and any applications or filings with appropriate Canadian authorities required in connection with the Merger. Each of NAPW, PDN the Company and Merger Sub shall use reasonable best efforts Acquiror will take such actions as are necessary to resolve all SEC comments with respect to obtain any clearance required under the Information Statement and Federal Power Act or applicable Canadian law. (j) Notwithstanding any other required filings as promptly as practicable after receipt thereof. Each provision of NAPWthis Agreement (including Sections 7.5(h) and 7.5(i) above), PDN and Merger Sub agree nothing in this Agreement shall require Acquiror in order to correct obtain any information provided by it for use approval or authorization under any Regulatory Filing (i) to make any dispositions of any of its assets or any of the assets of the Retained Business having an aggregate book value in excess of $100 million or (ii) to incur any other burdens which would impair the value of its investment in the Information Statement which shall have become false Company or misleading in any material respectthe Retained Business. NAPW will promptly notify PDN if at any time prior to the Closing any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement toIn addition, the Information Statement. In Company shall not, in order to obtain any approval or authorization under any Regulatory Filing, make any such casedispositions or incur such burdens, without the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to PDN’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties consent of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its stockholders under applicable LawAcquiror.

Filings; Other Actions. Each During the period commencing on the date hereof and terminating on the earlier to occur of NAPW, PDN (a) the Closing and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under (b) the Securities Acttermination of this Agreement in accordance with Article VII, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement. Without limiting the foregoing, as promptly as practicable after the date of this Agreement, the parties hereto shall prepare and cause to be filed with the SEC the Information Statement; provided, however, that prior to the filing of the Information Statement, PDN shall consult with NAPW with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to cause the Information Statement to be mailed to PDN’s stockholders as promptly as reasonably practicable after the date on which the Information Statement is cleared by the SEC. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN shall notify NAPW of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Information Statement or for additional information, and will promptly supply to NAPW and its counsel copies of all correspondence between PDN or its RepresentativesPurchaser, on the one hand, and the SEC or members of its staffCompany, on the other hand, will, and it will cause its Affiliates to, cooperate and consult with respect the other and use commercially reasonable efforts (i) to prepare and file all necessary documentation, (ii) to effect all necessary applications, notices, petitions, filings and other documents, and (iii) to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, including filings pursuant to the Information StatementHSR Act and to wait until the expiration or termination of any applicable waiting period related thereto, in each case of (i)-(iii) to the extent necessary or advisable to consummate the Transactions, and to perform the covenants contemplated by this Agreement. Each of NAPWparty shall execute and deliver both before and after the Closing such further certificates, PDN agreements and Merger Sub shall use reasonable best efforts other documents and take such other actions as the other parties may reasonably request to resolve all SEC comments with respect consummate or implement the Series C Transactions, including without limitation any filings pursuant to the Information Statement HSR Act to the extent applicable to the Closing. The Purchaser and the Company will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable Laws relating to the exchange of information, all the information relating to such other party, and any other required filings of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Transactions. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable after receipt thereofpracticable. Each party hereto agrees to keep the other party apprised of NAPWthe status of matters referred to in this Section 5.1. The Purchaser shall promptly furnish the Company, PDN and Merger Sub agree to correct any information provided by it for use in the Information Statement which Company shall have become false or misleading in any material respect. NAPW will promptly notify PDN if at any time prior to furnish the Closing any event should occur which is required by applicable Law to be set forth in an amendment ofPurchaser, or a supplement to, the Information Statement. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required permitted by applicable Law and will mail such amendment Law, with copies of written communications received by it or supplement to PDN’s stockholders to its subsidiaries from any Governmental Entity in respect of the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its stockholders under applicable LawTransactions.

Filings; Other Actions. Each of NAPW, PDN (a) Upon the terms and Merger Sub subject to the conditions herein provided each Party hereto shall (i) use all commercially reasonable best efforts to take cooperate with one another in determining which filings and registrations are required to be made prior to the Effective Time, and which consents, approvals, waivers, clearances, permits or authorizations or confirmations are required to be obtained prior to the Effective Time, from Governmental Entities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, (ii) use all commercially reasonable efforts to timely make all such filings and registrations and timely obtain all such consents, approvals, waivers, clearances, permits, registrations, authorizations or confirmations (including any required filings under the HSR Act or any foreign antitrust, competition or trade law), (iii) use all commercially reasonable efforts to avoid or eliminate as soon as practicable each and every impediment under any antitrust law that may be asserted by any United States or foreign governmental antitrust authority so as to enable the Parties to expeditiously close the transactions contemplated hereby, and (iv) use all commercially reasonable efforts to take, or cause to be taken such taken, all other actions as may be required and do, or cause to be taken under done, all other things necessary, proper or appropriate to consummate and make effective the Securities transactions contemplated by this Agreement as promptly as practicable. (b) Without limiting the generality of the foregoing, the Company and Parent shall, as promptly as practicable and before the expiration of any relevant legal deadline, but in no event later than ten (10) Business Days following the execution and delivery of this Agreement, file with (i) the United States Federal Trade Commission and the United States Department of Justice, the notification and report form required for the transactions contemplated hereby and any supplemental information requested in connection therewith pursuant to the HSR Act, which forms shall specifically request early termination of the Exchange Actwaiting period prescribed by the HSR Act and (ii) any other Governmental Entity, any other federal securities Lawsfilings, reports, information and documentation required for the transactions contemplated hereby pursuant to any other foreign antitrust or competition law. Each of the Company and Parent shall furnish to each other’s counsel such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act and any other foreign antitrust or competition law. Table of Contents (c) Parent and the Company shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Entity and shall comply promptly with any such inquiry or request, including a request for additional information or Second Request from the United States Federal Trade Commission and the United States Department of Justice. Each Party shall permit the other Parties to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the applicable state securities Governmental Entity or “blue sky” Laws other Person, give the other Parties the opportunity to attend and any stock exchange requirements participate in such meetings and conferences, in each case in connection with the Merger and Merger. (d) Nothing in this Agreement, however, shall require or be construed to require any Party hereto, in order to obtain the consent or successful termination of any review of any such Governmental Entity regarding the transactions contemplated hereby, to (i) sell or hold separate, or agree to sell or hold separate, before or after the Effective Time, any assets, businesses or any interests in any assets of businesses, of Parent, the Company or any of their respective affiliates (or to consent to any sale, or agreement to sell, by Parent or the Company, of any assets or businesses, or any interests in any assets or businesses), or any change in or restriction on the operation by Parent or the Company of any assets or businesses, or (ii) enter into any other agreement or be bound by any obligation that, in Parent’s good faith judgment, may have a material adverse effect on the benefits to Parent of the transactions contemplated by this Agreement. Without limiting the foregoing, as promptly as practicable after the date of this Agreement, the parties hereto shall prepare and cause to be filed with the SEC the Information Statement; provided, however, that prior to the filing of the Information Statement, PDN shall consult with NAPW with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to cause the Information Statement to be mailed to PDN’s stockholders as promptly as reasonably practicable after the date on which the Information Statement is cleared by the SEC. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN shall notify NAPW of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Information Statement or for additional information, and will promptly supply to NAPW and its counsel copies of all correspondence between PDN or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Information Statement. Each of NAPW, PDN and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Information Statement and any other required filings as promptly as practicable after receipt thereof. Each of NAPW, PDN and Merger Sub agree to correct any information provided by it for use in the Information Statement which shall have become false or misleading in any material respect. NAPW will promptly notify PDN if at any time prior to the Closing any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Information Statement. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to PDN’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its stockholders under applicable Law.

Filings; Other Actions. Each of NAPW, PDN and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement. Without limiting the foregoing, as promptly as practicable after the date of this Agreement, the parties hereto shall prepare and cause to be filed with the SEC the Information Statement; provided, however, that prior to the filing of the Information Statement, PDN shall consult with NAPW with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to cause the Information Statement to be mailed to PDN’s stockholders as promptly as reasonably practicable after the date on which the Information Statement is cleared by the SEC. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN shall notify NAPW of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Information Statement or for additional information, and will promptly supply to NAPW and its counsel copies of all correspondence between PDN or its RepresentativesInvestor, on the one hand, and the SEC or members of its staffCompany, on the other hand, will cooperate and consult with respect the other and use commercially reasonable efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, necessary or advisable to consummate the Information Statementtransactions contemplated by the Transaction Documents, and to perform the covenants contemplated by the Transaction Documents, in each case required by it. Each of NAPWthe parties hereto shall execute and deliver both before and after the Closing such further certificates, PDN agreements and Merger Sub shall other documents and take such other actions as the other party may reasonably request to consummate or implement such transactions or to evidence such events or matters. The Investor and the Company will each use their commercially reasonable best efforts to resolve all SEC comments with respect promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Information Statement Investor and any other required filings the Company promptly obtain or submit, as the case may be, as promptly as practicable after receipt thereof. Each of NAPWpracticable, PDN the approvals and Merger Sub agree to correct any information provided by it for use in the Information Statement which shall have become false or misleading in any material respect. NAPW will promptly notify PDN if at any time prior to the Closing any event should occur which is required by applicable Law to be set forth in an amendment authorizations of, or a supplement any additional filings and registrations with, and any additional notifications to, the Information Statement. In such caseall notices to and, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment Law, consents, approvals or supplement exemptions from bank regulatory authorities, for the transactions contemplated by the Transaction Documents (in each case to PDN’s stockholders the extent it has not done so prior to the date of this Agreement), subject to the following sentence. Notwithstanding the foregoing, in no event shall the Investor be required to become a bank holding company, be required to agree to provide capital to the Company or any Company Subsidiary thereof other than the Purchase Price to be paid for the Securities to be purchased by it pursuant to the terms of the Transaction Documents, or be required to agree to any Burdensome Condition. To the extent required by applicable Law; providedthe Federal Reserve, howeverthe Investor shall enter into one or more Passivity Commitments not more restrictive in any material respect than in the form attached hereto as Exhibit B. The Investor and the Company will have the right to review in advance, that prior and to the extent practicable each will consult with the other, in each case subject to Laws relating to the exchange of information and confidential information related to the Investor, all the information (other than confidential information) relating to such filingother parties, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions to which it will be party contemplated by this Agreement. In exercising the foregoing right, each party shall consult with each other party with respect of the parties hereto agrees to such amendment or supplement act reasonably and shall afford each such party and its Representatives reasonable opportunity as promptly as reasonably practicable. Each of the parties hereto agrees to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify keep the other parties apprised of the status of matters referred to in this Section 3.2. Each of the Investor and the Company shall promptly furnish the other with copies of written communications received by it or its Affiliates from, or delivered by any matters to of the extent that its board foregoing to, any Governmental Entity in respect of directors or any committee thereof determines in good faith, after consultation with its outside legal counselthe transactions contemplated by the Transaction Documents; provided, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its stockholders under applicable Lawparty delivering any such document may redact any confidential information contained therein.

Filings; Other Actions. (a) Each of NAPWthe Company, PDN Parent and Merger Sub shall shall: (i) as promptly as practicable make and effect all registrations, filings and submissions required to be made or effected by it pursuant to (x) the HSR Act and in any event within 15 Business Days and (y) any other applicable Antitrust Law with respect to the transactions contemplated hereby as promptly as practicable and advisable after the date hereof, the Exchange Act and other applicable Legal Requirements with respect to the Merger, including notifications, applications or other filings required by the Telecommunications Regulatory Authorities and Governmental Franchising Authorities under applicable Legal Requirements and notifications, applications or other filings required under applicable Legal Requirements governing foreign National Security Approvals, and (ii) use reasonable best efforts to take or cause to be taken such taken, on a timely basis, all other actions as may be required to be taken under necessary or appropriate for the Securities Act, purpose of consummating and effectuating the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, as each of the Company, Parent and Merger Sub agrees to use its reasonable best efforts to: (A) promptly as practicable after provide all information requested by any Governmental Entity in connection with the date Merger or any of the other transactions contemplated by this Agreement; (B) promptly take all actions necessary to obtain any antitrust clearance or similar clearance required to be obtained from the Federal Trade Commission, the Department of Justice, any state attorney general, any foreign competition authority or any other Governmental Entity in connection with the transactions contemplated by this Agreement; (C) promptly provide all notifications required by and file all applications and other filings with the FCC (including any review by the Team Telecom Agencies) seeking the consent or waiver of the FCC that are necessary or appropriate to consummate the transactions contemplated by this Agreement; (D) promptly provide all notifications and registrations required by, and file all applications and other filings with, each applicable State PUC seeking consent or waiver of each applicable State PUC that are necessary or appropriate to consummate the transactions contemplated by this Agreement; (E) promptly take all actions necessary to obtain the Required Governmental Approvals set forth in Section 5.1(b)(iii) from the respective Governmental Entities in connection with the transactions contemplated by this Agreement; and (F) promptly provide all notifications and registrations required by, and file all applications and other filings with, each Governmental Franchising Authority or other Governmental Entity, including Foreign Telecommunications Regulators seeking the consent of the Governmental Franchising Authority, Foreign Telecommunications Regulator or other Governmental Entity that are necessary or appropriate to consummate the transactions contemplated by this Agreement. (b) Without limiting the generality of anything contained in Section 4.4(a) or 4.4(c), each party hereto shall: (i) give the other parties prompt notice of the commencement by any Governmental Entity of any investigation, action or Legal Proceeding by or before any Governmental Entity with respect to the Merger or any of the other transactions contemplated by this Agreement; (ii) keep the other parties informed as to the status of any such investigation, action or Legal Proceeding; and (iii) promptly inform the other parties of any substantive written communication or substantive oral communication from the Federal Trade Commission, the Department of Justice, any Telecommunications Regulatory Authority or any Governmental Franchising Authority or any other Governmental Entity regarding the Merger. The parties shall coordinate and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party in connection with any investigation, action or Legal Proceeding under or relating to (A) the HSR Act or any other federal, state or foreign antitrust, competition or fair trade law, (B) any Legal Requirement enforced or administered by a Telecommunications Regulatory Authority or by a Governmental Franchising Authority or (C) any Legal Requirement to obtain Required Governmental Approvals set forth in Section 5.1(b)(iii). In addition, except as may be prohibited by any Governmental Entity or by any Legal Requirement, in connection with any such investigation, action or Legal Proceeding, each party hereto shall prepare and cause will permit authorized representatives of the other parties to be filed present at each substantive meeting or conference relating to such investigation, action or Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with such investigation, action or Legal Proceeding. Notwithstanding the SEC foregoing, Parent or Merger Sub may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the Information StatementCompany under this Section 4.4(b) as “outside counsel only”; provided, however, that prior materials may also be redacted (i) to remove references concerning the filing valuation of the Information StatementCompany, PDN shall consult (ii) as necessary to comply with NAPW with contractual arrangements and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (c) With respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to cause the Information Statement to be mailed to PDN’s stockholders as promptly as reasonably practicable after the date on which the Information Statement is cleared by the SEC. NAPW shall provide PDN each application, notice or other filing with any information for inclusion Governmental Entity referenced in Section 4.4(a) above, the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN shall notify NAPW of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Information Statement or for additional information, and will promptly supply to NAPW and its counsel copies of all correspondence between PDN or its RepresentativesCompany, on the one hand, and the SEC or members of its staffParent and Merger Sub, on the other hand, shall provide the other with respect to all information and signatures necessary for the Information Statement. Each preparation and filing of NAPWsuch applications, PDN notifications and Merger Sub filings on a timely basis, and shall use reasonable best efforts to resolve prosecute the applications or other requests for approval or waiver diligently and in good faith. Each of the Company, Parent and Merger Sub shall take such actions as may be necessary or reasonably required in connection with such applications, including the furnishing to Governmental Entities of any documents, materials or other information requested. In addition, each of the Company, Parent and Merger Sub shall: (A) permit a representative of the other party to attend and participate in substantive meetings (telephonic and otherwise) with Governmental Entities relating to the applications, notices or other filings referenced in Section 4.4(a) and to the extent the other party does not attend or participate in a substantive meeting, such other party shall be promptly notified of the substance of such meeting; and (B) permit the other party to review in advance any proposed written communication to Governmental Entities relating to the applications, notices or other filings referenced in Section 4.4(a) and shall provide a copy to the other party on all SEC such written communications to or from the Governmental Entities, subject to the limitation in Section 4.4(b) regarding the ability to designate material outside counsel only or otherwise redact certain material. With respect to each joint application, notice or other filing with any Telecommunications Regulatory Authority or Governmental Franchising Authority in connection with the Merger or the other transactions contemplated by this Agreement, the Company shall, subject to applicable law and the rules and regulations of any Telecommunications Regulatory Authority or Governmental Franchising Authority, have primary responsibility for preparing and filing such submissions, except that Parent may be responsible for executing or providing its signatures for such submissions, and Parent shall have the opportunity to review and comment on each submission prior to filing, and the Company shall consider in good faith any comments reasonably proposed by Parent. Parent shall pay all filing fees and each party shall be responsible for payment of its own attorneys’ fees associated with any such applications, notices or other filings. (d) In furtherance of the Parties’ obligations under this Section 4.4, the Company, on the one hand, and Parent and Merger Sub, on the other hand, shall take, or cause to be taken, the following actions in order to obtain CFIUS Approval: (i) promptly (and not later than twenty Business Days after the date hereof, unless otherwise agreed by the parties) making any draft filing required in connection with the CFIUS Approval in accordance with the DPA, (ii) promptly making any final filing in connection with the CFIUS Approval and in accordance with the DPA after receipt of confirmation that CFIUS has no further comment to the draft filing, and (iii) promptly providing any information requested by CFIUS or any other agency or branch of the United States government in connection with the CFIUS review or investigation of the transactions contemplated by this Agreement within the timeframes set forth in the DPA. Subject to clause (e) below, with respect to Parent and Merger Sub, such actions shall also include agreeing to any condition, restriction or other action required by CFIUS in order to obtain CFIUS Approval. Parent and Merger Sub agree that no investor in an investment fund advised or managed by one or more Affiliates of Parent which will provide any portion of the Information Statement and Merger Consideration will be a citizen of, domiciled in, or organized under the laws of Russia, China, Iran, North Korea, Cuba, Syria, Ukraine or Venezuela. (e) Notwithstanding any other required filings as promptly as practicable after receipt thereof. Each provision of NAPWthis Agreement, PDN Parent and Merger Sub agree to correct avoid or eliminate each and every impediment under any information provided applicable Legal Requirement in connection with obtaining any Required Governmental Approval, including committing to or effecting, by it for use in mitigation agreements, public law agreements, letters of assurances or other written commitments, consent decree, hold separate orders, trust or otherwise, the Information Statement which shall have become false sale, divestiture, hold separate, licensing or misleading in any material respect. NAPW will promptly notify PDN if at any time prior to the Closing any event should occur which is required by applicable Law to be set forth in an amendment ofother disposition of such assets, share capital, rights or businesses, or a supplement tootherwise agreeing to take or offering to take or offering to commit to take any action which they are capable of taking (and if the offer is accepted, the Information Statement. In taking or committing to such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to PDN’s stockholders to the extent required by applicable Law; action); provided, howeverthat nothing in this Section 4.4(e) or elsewhere in this Agreement shall require any Sponsor, that prior Parent or Merger Sub to such filingtake any action, each party shall consult with each other party make any undertaking, or agree to any remedy or condition: (i) with respect to any of its Affiliates (other than the Company or its Subsidiaries or, after the Effective Time, the Surviving Corporation or its Subsidiaries) or any direct or indirect portfolio companies of investment funds advised or managed by one or more Affiliates of Parent or any investment funds advised or managed by one or more Affiliates of Parent; (ii) that may be sought by CFIUS or any Team Telecom Agency in respect of a Required Governmental Approval that would have a Material Adverse Effect (excluding the provisions of the proviso to the definition of such amendment term); or (iii) would (x) with respect to any remedy that may be sought by CFIUS or supplement and shall afford each such party any Team Telecom Agency in respect to a Required Governmental Approval, have a material adverse impact on Parent’s ability to own, control, manage or operate the Company and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoingSubsidiaries, no party shall have any obligation to notify the other parties of any matters taken as a whole, subsequent to the extent that Closing, (y) materially restrict a Sponsor’s ability to nominate its board members or (z) have a material and adverse impact on a Sponsor’s ability to own, control, manage or operate Parent and its Subsidiaries, taken as a whole, subsequent to Closing through the exercise of its voting or board representation rights or its right to receive information, other than in the case of clauses (x), (y) and (z), (A) limitations and restrictions with respect to access to, and separation of, customer, operational or technical data transmitted and/or stored by the Company or any of its Subsidiaries and related facilities access, including, in particular, limitations and restrictions on access to personnel, information and facilities relating to the goods and services the Company or its Subsidiaries provides directly or indirectly to the governments of the United States, Canada or other jurisdictions, (B) allowing a security director or officer on the board of directors or any committee thereof determines in good faithsimilar management body of Parent, after consultation the Company of the Company’s Subsidiaries for the purpose of voting on or dealing with its outside legal counselsecurity matters, that to do so would be inconsistent with the directors’ exercise of their fiduciary and (C) obligations to regularly report to Governmental Entities and to grant Governmental Entities access to the operations of the Company and its stockholders under applicable LawSubsidiaries, and (D) any and all restrictions and commitments of the type and level that any of the Affiliates of Parent, or any investment funds advised or managed by one or more Affiliates of Parent, have agreed to in the past with respect to Required Governmental Approvals in connection with any prior acquisition transaction.

Filings; Other Actions. Each (a) As set forth in the Certificate of NAPWDesignations, PDN the Shares shall be initially issued to the Purchasers without voting rights in the election of directors of the Company. After issuance and Merger Sub following the expiration or termination of the waiting period under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the Shares shall gain the right to vote as Class A Common Stock of the Company, pursuant to, and in accordance with, the terms of the Certificate of Designations (the “Purchaser Election”). The Purchasers and the Company shall use all reasonable best efforts to take obtain or cause to be taken such actions submit, as the case may be required to be taken be, as promptly as practicable following the date hereof, the approvals and authorizations of, filings and registrations with, and notifications to, or expiration or termination of any applicable waiting period, under the Securities Act, the Exchange Act, any HSR Act and other federal securities Laws, any applicable state securities or “blue sky” antitrust Laws and any stock exchange requirements in connection with the Merger Purchaser Election (the “Anti-Trust Approval”). Without limiting the foregoing, the Purchasers and the other Company shall each prepare and file within five (5) business days after the date hereof a Notification and Report Form pursuant to the HSR Act in connection with the transactions contemplated by this Agreement. Without limiting the foregoingIn connection with such undertakings, as promptly as practicable after the date of this Agreement, the parties hereto shall prepare and cause to be filed with the SEC the Information Statement; provided, however, that prior to the filing each of the Information Statement, PDN shall consult with NAPW with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to cause the Information Statement to be mailed to PDN’s stockholders as promptly as reasonably practicable after the date on which the Information Statement is cleared by the SEC. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN shall notify NAPW of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Information Statement or for additional information, and will promptly supply to NAPW and its counsel copies of all correspondence between PDN or its RepresentativesPurchasers, on the one hand, and the SEC or members of its staffCompany, on the other hand, will cooperate and consult with respect to the Information Statement. Each of NAPW, PDN other and Merger Sub shall use reasonable best efforts to resolve prepare and file all SEC comments with respect necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, necessary or advisable to consummate the transactions contemplated by this Agreement, including obtaining the Anti-Trust Approval. Each of the Purchasers and the Company shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other party may reasonably request to consummate or implement such transactions or to evidence such events or matters. (b) The Purchasers and the Company will have the right to review in advance, and to the Information Statement extent practicable, each will consult with the other, in each case, subject to applicable Laws relating to the exchange of information, all the information relating to such other party, and any other required filings of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, including obtaining the Anti-Trust Approval. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable after receipt thereofpracticable. Each party hereto agrees to keep the other party apprised of NAPWthe status of matters referred to in this Section 3.1. Each Purchaser shall promptly furnish the Company, PDN and Merger Sub agree to correct any information provided by it for use in the Information Statement which Company shall have become false or misleading in any material respect. NAPW will promptly notify PDN if at any time prior to the Closing any event should occur which is required by applicable Law to be set forth in an amendment offurnish each Purchaser, or a supplement to, the Information Statement. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required permitted by applicable Law and will mail such amendment Law, with copies of written communications received by it or supplement to PDN’s stockholders its Subsidiaries from any Governmental Entity in respect of the transactions contemplated by this Agreement, including obtaining the Anti-Trust Approval. Neither the Purchasers nor the Company shall participate in any substantive meeting with any Governmental Entity in respect of the transactions contemplated by this Agreement, including obtaining the Anti-Trust Approval unless it consults with the other party in advance and, to the extent required not prohibited by applicable Law; providedsuch Governmental Entity, however, that prior to such filing, each party shall consult with each gives the other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable the opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors attend and participate therein or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its stockholders under applicable Lawthereat.

Filings; Other Actions. Each During the period commencing on the date hereof and terminating on the earlier to occur of NAPW(i) the Closing and (ii) the termination of this Agreement in accordance with the provisions hereof (the “Pre-Closing Period”), PDN each of the parties will cooperate and Merger Sub shall consult with the other and use reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Authorities, and the expiration or termination of any applicable waiting period, necessary or advisable to consummate the transactions contemplated by this Agreement, and to perform the covenants contemplated by this Agreement. Each party shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take or cause to be taken such other actions as the other parties may be required reasonably request to be taken consummate or implement such transactions or to evidence such events or matters. In particular, the Purchaser and the Seller Parties shall use all commercially reasonable efforts to obtain or submit, as the case may be, as promptly as practicable following the date hereof (and in any event within ten (10) business days of the date hereof), the approvals and authorizations of, filings and registrations with, and notifications to, or expiration or termination of any applicable waiting period, under the Securities HSR Act, in each case, with respect to the Exchange Acttransactions contemplated hereby. Without limiting the foregoing, any other federal securities Laws, any applicable state securities or “blue sky” Laws the Purchaser and any stock exchange requirements the Seller Parties shall prepare and file a Notification and Report Form pursuant to the HSR Act in connection with the Merger transactions contemplated by this Agreement, and the Purchaser shall be responsible for the filing fee associated therewith. The Purchaser and the Seller Parties will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable Laws relating to the exchange of information, all the information relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. Without limiting Each of the foregoing, parties hereto agrees to act reasonably and as promptly as practicable after the date of this Agreement, the parties hereto shall prepare and cause to be filed in connection with the SEC foregoing. Each party hereto agrees to keep the Information Statement; provided, however, that prior other parties apprised of the status of matters referred to in this Section 2.5(a). Each party shall promptly furnish to the filing of the Information Statementothers, PDN shall consult with NAPW with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to cause the Information Statement to be mailed to PDN’s stockholders as promptly as reasonably practicable after the date on which the Information Statement is cleared by the SEC. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN shall notify NAPW of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Information Statement or for additional information, and will promptly supply to NAPW and its counsel copies of all correspondence between PDN or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Information Statement. Each of NAPW, PDN and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Information Statement and any other required filings as promptly as practicable after receipt thereof. Each of NAPW, PDN and Merger Sub agree to correct any information provided by it for use in the Information Statement which shall have become false or misleading in any material respect. NAPW will promptly notify PDN if at any time prior to the Closing any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Information Statement. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required permitted by applicable Law and will mail such amendment or supplement to PDN’s stockholders to Law, copies of written communications received by it from any Governmental Authority in respect of the extent required transactions contemplated by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its stockholders under applicable Lawthis Agreement.

Filings; Other Actions. Each of NAPW, PDN the Investor and Merger Sub shall the Company will cooperate and consult with the other and use its reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, and expiration or termination of any applicable waiting periods, necessary or advisable to consummate the transactions contemplated by this Agreement, to perform covenants contemplated by this Agreement. Each party shall execute and deliver both before and after the Initial Closing or Subsequent Closing, as the case may be, such further certificates, agreements and other documents and take or cause to be taken such other actions as the other party may be required reasonably request to be taken consummate or implement such transactions or to evidence such events or matters. In particular, the Investor and the Company will each use its reasonable best efforts to promptly obtain or submit, as the case may be, the approvals and authorizations of, filings and registrations with, and notifications to, or expiration or termination of any applicable waiting period, under the Securities ActHSR Act or competition or merger control laws of other jurisdictions, all notices to and, to the extent required by any Governmental Entity or by applicable law or regulation, consents, approvals or exemptions from the Governmental Entity, including the Insurance Regulatory Approvals and any post-closing regulatory approvals for the transactions contemplated by this Agreement, including, (1) prior to the Initial Closing, any approvals or expiration or termination of any applicable waiting period under the HSR Act or competition or merger control laws of other jurisdictions and Insurance Regulatory Approvals (other than post-closing regulatory approvals) or other approvals required prior to the Initial Closing, and (2) after the Initial Closing, the Exchange Actpost-closing regulatory approvals. Notwithstanding anything to the contrary in this Agreement, neither Investor nor its affiliates shall be obligated to make, or offer to make any divestiture of, or otherwise limit Investor’s or its affiliates’ freedom of action with respect to, Investor’s or its affiliates’ other assets or businesses presently owned or hereafter acquired. Each of the Investor and the Company will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to all the information relating to the other party, and any of their respective subsidiaries, which appears in any filing made with, or written materials submitted to, any other federal securities Laws, third party or any applicable state securities or “blue sky” Laws and any stock exchange requirements Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Without limiting In exercising the foregoingforegoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable after practicable. Each party hereto agrees to keep the date other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor and the Company shall promptly furnish each other with copies of written communications received by them or their subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement, the parties hereto shall prepare and cause other than in respect of information filed or otherwise submitted confidentially to be filed with the SEC the Information Statement; provided, however, that prior to the filing of the Information Statement, PDN shall consult with NAPW with respect to any such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to cause the Information Statement to be mailed to PDN’s stockholders as promptly as reasonably practicable after the date on which the Information Statement is cleared by the SEC. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN shall notify NAPW of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Information Statement or for additional information, and will promptly supply to NAPW and its counsel copies of all correspondence between PDN or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Information Statement. Each of NAPW, PDN and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Information Statement and any other required filings as promptly as practicable after receipt thereof. Each of NAPW, PDN and Merger Sub agree to correct any information provided by it for use in the Information Statement which shall have become false or misleading in any material respect. NAPW will promptly notify PDN if at any time prior to the Closing any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Information Statement. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to PDN’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its stockholders under applicable LawGovernmental Entity.

Filings; Other Actions. Each of NAPW, PDN and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement. Without limiting the foregoing, as (a) As promptly as reasonably practicable after following the date of this Agreement, the parties hereto Company shall prepare the Proxy Statement, and cause to be filed the Company and the Buyer shall prepare the SCHEDULE 13E-3. The Buyer and the Company shall cooperate with each other in connection with the SEC the Information Statement; provided, however, that prior to the filing preparation of the Information foregoing documents. The Company will use its commercially reasonable efforts to have the Proxy Statement, PDN shall consult with NAPW with respect and the Buyer and the Company will use their commercially reasonable efforts to have the SCHEDULE 13E-3, cleared by the SEC as promptly as practicable after such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereonfiling. The parties hereto shall Company will use its commercially reasonable best efforts to cause the Information Proxy Statement to be mailed to PDN’s stockholders the Company's shareholders as promptly as reasonably practicable after the date on which the Information Proxy Statement is cleared by the SEC. NAPW The Company shall provide PDN with any information for inclusion in as promptly as practicable notify the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN shall notify NAPW Buyer of the receipt of any oral or written comments from the SEC and of any request from the SEC for amendments or supplements relating to the Information Proxy Statement. The Company shall cooperate and provide the Buyer with a reasonable opportunity to review and comment on the draft of the Proxy Statement (including each amendment or supplement thereto), and the Buyer and the Company shall cooperate and provide each other with a reasonable opportunity to review and comment on the draft SCHEDULE 13E-3 (including each amendment or supplement thereto) and all responses to requests for additional informationinformation by and replies to comments of the SEC, prior to filing such with or sending such to the SEC, and the Buyer and the Company will promptly supply to NAPW and its counsel provide each other with copies of all such filings made and correspondence between PDN or its Representatives, on the one hand, and with the SEC or members of its staff, on the other hand, with respect to the Information Statementthereto. Each of NAPW, PDN and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Information Statement and any other required filings as promptly as practicable after receipt thereof. Each of NAPW, PDN and Merger Sub agree to correct any information provided by it for use in the Information Statement which shall have become false or misleading in any material respect. NAPW will promptly notify PDN if If at any time prior to the Closing Date, any event information should occur be discovered by any party hereto which is required by applicable Law to should be set forth in an amendment ofor supplement to the Proxy Statement or the SCHEDULE 13E-3 so that the Proxy Statement or the SCHEDULE 13E-3 would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, or a supplement toin the light of the circumstances under which they were made, not misleading, the Information Statement. In party which discovers such caseinformation shall promptly notify the other parties hereto and, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such Law, an appropriate amendment or supplement to PDN’s stockholders describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the extent required by applicable Law; providedshareholders of the Company. (b) Subject to the other provisions of this Agreement, howeverthe Company shall (i) take all action necessary in accordance with the New Jersey Shareholders' Protection Act (including, that not less than 20 days prior to the Company Meeting, notifying each shareholder of record entitled to vote at such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party meeting that appraisal rights are available under the New Jersey Shareholders' Protection Act) and its Representatives amended certificate of incorporation and by-laws to duly call, give notice of, convene and hold a meeting of its shareholders as promptly as reasonably practicable following the mailing of the Proxy Statement for the purpose of obtaining the Company Shareholder Approval (such meeting or any adjournment or postponement thereof, the "COMPANY MEETING"), and (ii) subject to the Board's or the Special Committee's withdrawal or modification of its Recommendation in accordance with SECTION 6.3, use commercially reasonable opportunity efforts to comment thereonsolicit from its shareholders proxies in favor of the approval of this Agreement, the Transaction and the other transactions contemplated hereby. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters anything in this Agreement to the extent that its board contrary, unless this Agreement is terminated in accordance with SECTION 8.1, the Company, regardless of directors whether the Board (whether or any committee thereof determines not acting through the Special Committee, if then in good faithexistence) has approved, after consultation with its outside legal counselendorsed or recommended an Alternative Proposal or has withdrawn, that to do so would be inconsistent with modified or amended the directors’ exercise Recommendation, will submit this Agreement for adoption by the shareholders of their fiduciary obligations to its stockholders under applicable Lawthe Company at the Company Meeting.

Filings; Other Actions. Each (a) Without in any way limiting the remaining provisions of NAPWthis Section 5.1, PDN the Company, the Parents and Merger Sub shall each use all commercially reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Act, the Exchange Act, any other federal securities Laws, and under any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement. Without limiting In connection with the foregoingMerger and the Company Meeting, the Company shall prepare and file with the SEC, as promptly as practicable after following the date of this Agreement (and in any event within fifteen (15) days following the date of this Agreement unless otherwise consented to by the Parents (such consent not to be unreasonably withheld)), the Proxy Statement in preliminary form relating to the Merger and the other transactions contemplated by this Agreement, and the parties hereto Company and the Parents shall prepare use commercially reasonable efforts to respond as promptly as reasonably practicable to any comments of the SEC and to cause the Proxy Statement to be filed with mailed to the SEC Company Common Stockholders at the Information Statementearliest reasonably practicable date; provided, however, provided that prior to the filing of the Information Proxy Statement, PDN the Company shall consult with NAPW the Parents with respect to such filings filing and shall afford NAPW and its the Parents or their Representatives reasonable opportunity to comment thereon, and shall consider reasonably in good faith including in such document comments reasonably proposed by the Parents. The parties hereto Parents and Merger Sub shall use reasonable best efforts to cause provide the Information Statement to be mailed to PDN’s stockholders Company, as promptly as reasonably practicable after the date on which the Information Statement is cleared by the SEC. NAPW shall provide PDN practicable, with any information for inclusion in the Information Proxy Statement that which may be required under applicable Law or that is reasonably requested by PDNLaw. PDN The Company shall promptly notify NAPW the Parents of the receipt of comments from of the SEC and of any request from the SEC for amendments or supplements to the Information Proxy Statement or for additional information, and will promptly supply to NAPW and its counsel the Parents with copies of all correspondence between PDN the Company or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Information StatementProxy Statement or the Merger. Each of NAPWthe Company, PDN the Parents and Merger Sub shall use commercially reasonable best efforts to resolve all SEC comments with respect to the Information Proxy Statement and any other required filings as promptly as practicable after receipt thereof. Each of NAPWthe Company, PDN the Parents and Merger Sub agree to correct any information provided by it for use in the Information Proxy Statement which shall have become materially false or misleading in any material respectmisleading. NAPW will promptly notify PDN if If at any time prior to the Closing Company Meeting any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Information Proxy Statement. In such case, the parties will cooperate to Company will, with the cooperation of the Parents, upon learning of such event, promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will shall mail such amendment or supplement to PDNthe Company’s stockholders to the extent required by applicable Law; provided, however, Law; provided that prior to such filing, each party the Company shall consult with each other party the Parents with respect to such amendment or supplement and shall afford each such party and its the Parents or their Representatives reasonable opportunity to comment thereon, and shall consider reasonably in good faith including in such amendment or supplement comments reasonably proposed by the Parents. (b) During the Pre-Closing Period, the Company and the Parents shall reasonably cooperate with each other in order to lift any injunctions that could materially and adversely affect the ability of the parties hereto to consummate the transactions contemplated by this Agreement. (c) The Company shall (i) take all action necessary in accordance with the DGCL and its certificate of incorporation and bylaws to duly call, give notice of, convene and hold a meeting of its stockholders as promptly as reasonably practicable following the mailing of the Proxy Statement for the purpose of obtaining the Required Company Stockholder Vote (the “Company Meeting”) (including mailing the Proxy Statement as soon as reasonably practicable after the SEC has cleared the Proxy Statement and holding the Company Meeting as promptly as reasonably practicable, but in any event such meeting shall be held no later than 35 days after such clearance is received unless otherwise consented to by the Parents, and any adjournment, postponement or similar action of such meeting shall be for a period of not more than 14 days unless otherwise consented to by the Parents; provided that the Company shall, upon the reasonable request of the Parents, postpone the Company Meeting for up to 14 days in order to solicit from the Company Common Stockholders additional proxies in favor of the approval of this Agreement and the transactions contemplated by this Agreement), and (ii) include in the Proxy Statement the recommendation of the Board of the Company, based on the unanimous recommendation of the Special Committee, that the stockholders of the Company vote in favor of the adoption of this Agreement and the written opinions of the Advisor, dated as of the date of this Agreement, that, as of such date, the Per Share Merger Consideration is fair, from a financial point of view, to the holders of the Company Common Stockholders and (iii) subject to Section 4.3, use commercially reasonable efforts to solicit from the Company Common Stockholders proxies in favor of the approval of this Agreement and the transactions contemplated by this Agreement. (d) Notwithstanding anything herein to the contrary, unless this Agreement is terminated in accordance with Section 8.1, the Company will take all of the actions contemplated by Section 5.1(a) and Section 5.1(c)(i) regardless of whether the Board of the Company (acting through the Special Committee, if then in existence) has approved, endorsed or recommended a Superior Proposal or has withdrawn, modified or amended the Recommendation, and will submit this Agreement for adoption by the Company Common Stockholders at the Company Meeting. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters anything to the extent that its board of directors or any committee thereof determines contrary contained in good faiththis Agreement, after consultation the Company shall not be required to hold the Company Meeting if this Agreement is terminated in accordance with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its stockholders under applicable LawSection 8.1.

Filings; Other Actions. Each of NAPW, PDN and Merger Sub shall use reasonable best efforts (a) Unless this Agreement has been terminated pursuant to take or cause to be taken such actions as may be required to be taken under the Securities ActSection 5.1, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement. Without limiting the foregoingCompany shall call a meeting of its stockholders, as promptly as practicable following the Closing, to vote on proposals (collectively, the “Stockholder Proposals”) to (1) approve the conversion of (A) the Series F Convertible Preferred Stock into Voting Common Stock and (B) Purchaser Non-Voting Shares and the Indemnity Shares into Voting Common Stock for purposes of Rule 5635 of the Nasdaq Stock Market Rules, (2) approve the amendment to the Articles of Incorporation to (x) authorize a number of shares of Non-Voting Common Stock sufficient to permit the full conversion of the Series G Convertible Preferred Stock into, Non-Voting Common Stock and the issuance of the Indemnity Shares, and (y) increase the number of authorized shares of Voting Common Stock to at least such number as shall be sufficient to permit the full conversion of each of the Series F Convertible Preferred Stock, the Purchaser Non-Voting Shares and the Indemnity Shares (clauses (x) and (y), collectively, the “Charter Proposals”). The Board of Directors shall unanimously recommend to the Company’s stockholders that such stockholders vote in favor of the Stockholder Proposals. In connection with such meeting, the Company shall promptly prepare (and Purchaser will reasonably cooperate with the Company to prepare) and file (but in no event more than ten business days after the date of this Agreement, the parties hereto shall prepare and cause to be filed Closing Date) with the SEC the Information Statement; provideda preliminary proxy statement, however, that prior to the filing of the Information Statement, PDN shall consult with NAPW with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause the Information Statement a definitive proxy statement related to such stockholders’ meeting to be mailed to PDNthe Company’s stockholders as promptly as reasonably practicable not more than five business days after the date on which the Information Statement is cleared clearance thereof by the SEC. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN shall notify NAPW of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Information Statement or for additional information, and will promptly supply to NAPW and its counsel copies of all correspondence between PDN or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Information Statement. Each of NAPW, PDN and Merger Sub shall use its reasonable best efforts to resolve all SEC comments with respect solicit proxies for such stockholder approval. If at any time prior to such stockholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement to the Information Statement and any other required filings proxy statement, the Company shall as promptly as practicable after receipt thereofprepare and mail to its stockholders such an amendment or supplement. Each of NAPW, PDN Purchaser and Merger Sub agree the Company agrees promptly to correct any information provided by it or on its behalf for use in the Information Statement which proxy statement if and to the extent that such information shall have become false or misleading in any material respect. NAPW will , and the Company shall as promptly notify PDN if at any time prior to the Closing any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Information Statement. In such case, the parties will cooperate to promptly as practicable prepare and file such mail to its stockholders an amendment or supplement with the SEC to correct such information to the extent required by applicable Law laws and will mail regulations. The recommendation made by the Board of Directors described in this Section 3.1(a) shall be included in the proxy statement filed in connection with obtaining such amendment stockholder approval. In the event that the approval of any of the Stockholder Proposals is not obtained at such special stockholders meeting, the Company shall include a proposal to approve (and the Board of Directors shall unanimously recommend approval of) each such proposal at a meeting of its stockholders no less than once in each subsequent six-month period beginning on the date of such special stockholders meeting until all such approvals are obtained or supplement made. (b) Purchaser, on the one hand, agrees to PDN’s furnish the Company, and the Company, on the other hand, agrees, upon request, to furnish to Purchaser, all information concerning itself, its Affiliates, directors, officers, partners and stockholders and such other matters as may be reasonably necessary in connection with the proxy statement in connection with any such stockholders meeting and any other statement, filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Entity in connection with the extent required Closing and the other transactions contemplated by applicable Law; this Agreement; provided, however, that prior nothing in this Section 3.1(b) shall obligate Purchaser to such filingdisclose the identities of limited partners, each party shareholders or members of Purchaser or its Affiliates or investment advisors or other confidential proprietary information of the Purchaser or any of its Affiliates. (c) Unless this Agreement has been terminated pursuant to Section 5.1, Purchaser hereby agrees that at any meeting of the stockholders of the Company held to vote on the Stockholder Proposals, however called, Purchaser shall consult with each vote, or cause to be voted, all of the shares of Common Stock or other party with respect to such amendment or supplement and shall afford each such party Voting Securities Beneficially Owned by Purchaser and its Representatives reasonable opportunity to comment thereon. Notwithstanding Affiliates in favor of the forgoingStockholder Proposals, no party shall have any obligation to notify the other parties of any matters except to the extent that prohibited by the Nasdaq Stock Market Rules. The Company shall use its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that reasonable best efforts to do so would be inconsistent with the directors’ exercise of their fiduciary obligations obtain a commitment substantially identical to its stockholders Purchaser’s commitment under applicable Lawthis Section 3.1(b) from each Additional Investor.

Filings; Other Actions. Each of NAPWSubject to the terms and conditions herein provided, PDN as promptly as practicable, the Sellers and Merger Sub the Purchaser shall (a) promptly make all filings and submissions under the HSR Act, (b) use all reasonable best efforts to take or cause to be taken such actions as may be cooperate with each other in (i) determining which filings are required to be taken under made prior to the Securities ActClosing Date with, and which material consents, approvals, permits, or authorizations are required to be obtained prior to the Exchange ActClosing Date from, any other federal securities Laws, any applicable state securities governmental or “blue sky” Laws regulatory authorities of the United States and any stock exchange requirements foreign jurisdictions in connection with the Merger execution and delivery of this Agreement and the other transactions contemplated by this Agreement. Without limiting consummation of the foregoing, as promptly as practicable after the date of this Agreement, the parties hereto shall prepare and cause to be filed with the SEC the Information StatementContemplated Transactions; provided, however, that prior the Purchaser and the Sellers agree that neither of them will make any voluntary filing under applicable foreign antitrust laws or regulations unless advised by legal counsel in such jurisdiction that the failure to the make a filing could result in a Material Adverse Effect or otherwise be in violation of the Information StatementApplicable Law, PDN shall consult with NAPW with respect to and (ii) timely making all such filings and shall afford NAPW timely seeking all such material consents, approvals, permits, or authorizations, and its Representatives (c) use all reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to take, or cause the Information Statement to be mailed taken, all other action and do, or cause to PDN’s stockholders be done, all other things reasonably necessary or appropriate to consummate the Contemplated Transactions, as soon as practicable. In connection with the foregoing, the Sellers will promptly as reasonably practicable after provide the date on which the Information Statement is cleared by the SEC. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN shall notify NAPW of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Information Statement or for additional informationPurchaser, and the Purchaser will promptly supply to NAPW and its counsel provide the Sellers, with copies of all correspondence correspondence, filings, or communications (or memoranda setting forth the substance thereof) between PDN such party or any of its Representativesrepresentatives, on the one hand, and the SEC any governmental agency or authority or members of its stafftheir respective staffs, on the other hand, with respect to the Information Statement. Each of NAPW, PDN all filings and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Information Statement and any other submissions required filings as promptly as practicable after receipt thereof. Each of NAPW, PDN and Merger Sub agree to correct any information provided by it for use in the Information Statement which shall have become false or misleading in any material respect. NAPW will promptly notify PDN if at any time prior to the Closing any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Information Statement. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to PDN’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its stockholders under applicable Lawhereunder.

Filings; Other Actions. Each of NAPW, PDN and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement. Without limiting the foregoing, as promptly as practicable after the date of this Agreement, the parties hereto shall prepare and cause to be filed with the SEC the Information Statement; provided, however, that prior to the filing of the Information Statement, PDN shall consult with NAPW with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to cause the Information Statement to be mailed to PDN’s stockholders as promptly as reasonably practicable after the date on which the Information Statement is cleared by the SEC. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN shall notify NAPW of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Information Statement or for additional information, and will promptly supply to NAPW and its counsel copies of all correspondence between PDN or its Representatives(a) Purchaser, on the one hand, and the SEC or members of its staffCompany, on the other hand, will (and will cause their respective affiliates to) cooperate and consult with respect to the Information Statement. Each of NAPW, PDN other party and Merger Sub shall use reasonable best efforts to resolve (i) promptly prepare and file (as applicable) all SEC comments permits, consents, approvals, confirmations (whether in writing or orally) and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated hereby, including making an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Information Statement Conversions, and any other required filings (ii) respond as promptly as practicable after receipt thereofto any request for information from (including supplying any additional information or documentary material that may be requested by) any Governmental Entity relating to the foregoing, in each case, so as to enable the parties hereto to consummate the transactions contemplated by this Agreement, including the Investment, as promptly as reasonably practicable following the entry into this Agreement. Each Purchaser and the Company shall use their respective commercially reasonable efforts to obtain clearance pursuant to the HSR Act with respect to the Conversions (such clearance, “HSR Clearance”), as promptly as reasonably practicable following the entry into this Agreement. (b) To the extent permitted by Xxx, each party hereto agrees to keep the other party reasonably apprised of NAPW, PDN the status of matters referred to in this Section 3.1(b). Purchaser and Merger Sub agree to the Company shall promptly correct or supplement any information provided by it or on its behalf for use in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Information Statement transactions to which it will be party as contemplated hereby, if and to the extent (A) that information previously provided by it or on its behalf shall have become false or misleading in any material respect. NAPW will respect or (B) necessary or advisable to ensure that such document would not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (c) The Company shall as promptly notify PDN if at any time prior as reasonably practicable, duly call, give notice of, establish a record date for, convene and hold a stockholders’ meeting (whether annual or special) (the “Stockholders’ Meeting”), for the purpose of, among other matters, obtaining the requisite approval (i) of the Company’s stockholders to adopt an amendment to the Closing Company Certificate of Incorporation to (A) increase the number of authorized shares of Common Stock therein to at least 1,700,000,000 and (B) amend Article Fourth, Section C, Clauses 1 and 4 of the Company Certificate of Incorporation in a manner to exempt Purchaser and its affiliates (but not any event should occur other stockholder of the Company) from the application of Article Fourth, Section C, Clauses 1 and 4 of the Company Certificate of Incorporation (each, a “Charter Amendment”), (ii) to the extent required, under the applicable rules of the NYSE (the “Exchange Approval”) for issuances of shares of Common Stock in excess of 19.9% of the total voting power of the Company’s securities immediately preceding the entry into this Agreement ((i) and (ii), collectively, the “Requisite Stockholder Vote”) and (iii) of a 1-for-3 reverse stock split of the Company’s Common Stock. To the extent reasonably practicable, the Company will file the preliminary proxy for any such meeting no later than April 2, 2024. The Company shall promptly respond to any comments received from the SEC on the proxy statement and will use reasonable best effort to have the Stockholders’ Meeting no later than May 17, 2024. The Company shall (A) through its Board of Directors recommend to its stockholders the approval and adoption of the Charter Amendment, the Exchange Approval and the reverse stock split referenced in clause (iii) above (the “Company Recommendations”), (B) include such Company Recommendations in the proxy statement delivered to its stockholders in connection with the Requisite Stockholder Vote and (C) use its reasonable best efforts to obtain the Requisite Stockholder Vote and the requisite stockholder approval of the reverse stock split referenced in clause (iii) above. Purchaser shall vote all shares of Common Stock held by Purchaser as of the record date for such meeting in favor of the approval and adoption of the Charter Amendment and the Exchange Approval. Neither the Board of Directors nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaser, the Company Recommendations or take any action, or make any public statement, filing or release inconsistent with the Company Recommendations. The Company shall adjourn or postpone the Stockholders’ Meeting, if, as of the time for which such meeting is originally scheduled there are insufficient shares of Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting. The Company shall also adjourn or postpone the Stockholders’ Meeting, if on the date of the Stockholders’ Meeting the Company has not received proxies representing a sufficient number of shares of Common Stock necessary to obtain the Requisite Stockholder Vote and, following such adjournment or postponement, the Company shall solicit proxies representing a sufficient number of shares of Common Stock necessary to obtain the Requisite Stockholder Vote. Following the first of either such adjournment or postponement, if requested by Purchaser, the Company shall retain a proxy solicitor reasonably acceptable to, and on terms reasonably acceptable to, Purchaser in connection with obtaining the Requisite Stockholder Vote and the requisite approval of the reverse stock split referenced in clause (iii) above. After obtaining the Requisite Stockholder Vote, the Company shall as promptly as reasonably practical, file the Charter Amendment with the Delaware Secretary of State, as required by applicable Law Law, and provide Purchaser a certificate from the Delaware Secretary of State evidencing that the Charter Amendment is in full force and effect within five (5) business days after the date of the Stockholders’ Meeting. (d) To the extent permitted by applicable Law, the parties shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent, waiver, approval or authorization is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any such required approval, consent or authorization will not be obtained or that the receipt of such approval, consent or authorization will be materially delayed or conditioned. (e) Each party shall execute and deliver after the Closing, such further certificates, agreements, instruments and other documents and take such other actions as the other party may reasonably request, in each case, to consummate, implement or evidence the Investment, the Charter Amendment or any exchange contemplated by Section 3.1(f). (i) Following the Closing, and after the HSR Clearance, upon the written request delivered by Purchaser to the Company or by the Company to Purchaser, Purchaser and the Company shall cooperate in good faith with each other and use their respective reasonable best efforts to provide for Purchaser (but not any other stockholder of the Company), as promptly as practicable, to exchange all or a portion of Purchaser’s shares of Series B Preferred Stock for (A) in the event that the Requisite Stockholder Vote has been obtained, of Common Stock or, (B) in the event that the Requisite Stockholder Vote has not been obtained, shares of Series C Preferred Stock; provided that any such exchange, and the Company’s obligations to effect such exchange under this Section 3.1(f)(i) shall be subject to receipt of any required permit, authorization, consent, Order or approval from any Governmental Entity in connection with any such exchange. Prior to the receipt of the Requisite Stockholder Vote, Purchaser agrees that it shall not (i) convert or exchange any shares of Series B Preferred Stock into any shares of Common Stock or (ii) convert more than 6,751 shares of Series C Preferred Stock into any shares of Common Stock. (ii) Notwithstanding the foregoing, if, as a result of, or pursuant to, the provisions of Section 3.1(f)(i), Purchaser will acquire, or be deemed by the Federal Reserve or any other banking regulator having jurisdiction over the Company or Company Bank to be acquiring, ten percent (10%) or more of a class of voting securities of the Company, then, notwithstanding Section 4.3 or anything herein to the contrary, each of Purchaser and the Company, shall use (and cause its affiliates to use) its and their reasonable best efforts to obtain any additional approval, consent or non-objection of the Federal Reserve or any other Governmental Entity (including pursuant to the Change in Bank Control Act of 1978) required in connection with the acquisition or control of 10% or more of a class of voting securities of the Company (the “Voting Regulatory Approvals”), including by furnishing to the Federal Reserve or other applicable Governmental Entity such information as is usual and customary in connection with such applications by similarly situated investors or issuers, as applicable, but subject to the limitations set forth in an amendment of, or a supplement to, the Information Statement. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to PDN’s stockholders to the extent required by applicable Law; Section 4.3; provided, however, that this Section 3.1(f)(ii) shall not require Purchaser or the Company to take any action, or commit to take or refrain from taking any action, or accept or agree to any condition or restriction, in connection with obtaining the Voting Regulatory Approvals that would or would be reasonably be expected to be a Materially Burdensome Condition. (g) The Company and Purchaser shall use reasonable best efforts to agree upon the Permanent Warrant, which shall contain the terms and conditions described on Exhibit F and other customary terms and conditions as may be reasonably required to give full effect to such terms and conditions prior to the Closing. (h) If the Requisite Stockholder Vote is not obtained by the date that is the one hundred and eightieth (180th) day after the Closing Date, the Company shall promptly thereafter issue to Purchaser warrants on the terms described on Exhibit G and, in such filingcircumstance, each party the Company and Purchaser shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives use reasonable opportunity to comment thereon. Notwithstanding best efforts to, as promptly as reasonably practicable, agree upon a form of warrant on the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its stockholders under applicable Law.terms described on Exhibit G.

Filings; Other Actions. Each of NAPW, PDN and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement. Without limiting the foregoing, as promptly as practicable (a) Promptly after the date of this Agreementhereof, the parties hereto shall prepare and cause to be filed with the SEC the Information Statement; provided, however, that prior to the filing each of the Information Statement, PDN shall consult with NAPW with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to cause the Information Statement to be mailed to PDN’s stockholders as promptly as reasonably practicable after the date on which the Information Statement is cleared by the SEC. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN shall notify NAPW of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Information Statement or for additional information, and will promptly supply to NAPW and its counsel copies of all correspondence between PDN or its RepresentativesPurchasers, on the one hand, and the SEC or members of its staffCompany, on the other hand, will cooperate and consult with respect to the Information Statement. Each of NAPW, PDN other and Merger Sub shall use reasonable best efforts to resolve prepare and file all SEC comments necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, and the expiration or termination of any applicable waiting period, necessary or advisable to consummate the transactions contemplated by this Agreement, and to perform the covenants contemplated by this Agreement; provided that all expenses associated with any of the foregoing shall be borne by the Company. Each party shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters. In particular, the Purchaser and the Company shall use all reasonable best efforts to (i) as promptly as reasonably practicable following the date hereof, submit the notifications under the HSR Act, with respect to the Information Statement transactions contemplated hereby, including the issuance of the Purchased Shares and any other required filings the Warrants to the Purchasers (including, for the avoidance of doubt, the right to appoint Preferred Stock Directors (as defined in the Certificate of Designations) to the Board of Directors of the Company), and (ii) as promptly as practicable after receipt thereof. Each reasonably practicable, make all filings under the applicable Other Competition Laws, if any, required for the transactions contemplated hereby, including the issuance of NAPW, PDN the Purchased Shares and Merger Sub agree to correct any information provided by it for use in the Information Statement which shall have become false or misleading in any material respect. NAPW will promptly notify PDN if at any time prior Warrants to the Closing any event should occur which is required by applicable Law Purchasers. The Purchasers and the Company will have the right to be set forth review in an amendment ofadvance, or a supplement to, the Information Statement. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required practicable each will consult with the others, in each case subject to applicable laws relating to the exchange of information, all the information relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by applicable Law this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and will mail such amendment or supplement as promptly as reasonably practicable. Each party hereto agrees to PDN’s stockholders keep the other party reasonably apprised of the status of matters referred to in this Section 4.1. Each Purchaser shall promptly furnish the Company, and the Company shall promptly furnish each Purchaser, to the extent required permitted by applicable Law; providedLaw, however, that prior to such filing, each party shall consult with each other party with copies of written communications received by it or its Subsidiaries from any Governmental Entity in respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereonof the transactions contemplated by this Agreement. Notwithstanding anything herein to the forgoingcontrary, under no party circumstances shall have any obligation Company Group Member or any Purchaser be required to notify (x) subject to Section 5.2, make any payment to any person to secure such person’s consent, approval or authorization (excluding any applicable filing fees or other de minimis expenses that are required to be paid by the other parties Company) or (y) proffer to, or agree to, license, dispose of, sell or otherwise hold separate or restrict the operation of any matters of its assets, operations or other rights. (b) Without limiting the generality of Section 4.1(a), the Company shall cause the Warrant Shares to be approved for listing on the extent that its board NYSE during the Pre-Closing Period, subject only to a notice of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its stockholders under applicable Lawissuance.

Filings; Other Actions. Each Subject to the terms and conditions of NAPWthis Agreement, PDN and Merger Sub each of the parties shall use its reasonable best efforts to take or cause to be taken such actions consummate and make effective, as may be required to be taken under the Securities Actsoon as reasonably possible, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement. Agreement on the terms specified in this Agreement and the Exhibits hereto, including negotiating in good faith such additional and/or different terms, to the extent required by Law and/or the rules of Nasdaq, so that Purchaser receives the rights specified in the Certificate of Designation attached hereto as Exhibit D. Without limiting the foregoingforegoing sentence, as promptly as practicable after following the date execution of this Agreement, the parties hereto shall prepare and cause to be filed with the SEC the Information Statement; provided, however, that prior to the filing of the Information Statement, PDN shall consult with NAPW with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to cause the Information Statement to be mailed to PDN’s stockholders as promptly as reasonably practicable after the date on which the Information Statement is cleared by the SEC. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN shall notify NAPW of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Information Statement or for additional information, and will promptly supply to NAPW and its counsel copies of all correspondence between PDN or its RepresentativesCompany, on the one hand, and the SEC or members of its staffPurchaser, on the other hand, will cooperate and consult with respect to the Information Statement. Each of NAPW, PDN other and Merger Sub shall use reasonable best efforts to resolve prepare and file all SEC comments necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, and the expiration or termination of any applicable waiting period, necessary or advisable to consummate the transactions contemplated by this Agreement, and to perform the covenants contemplated by this Agreement. The parties agree to make any necessary filings under the HSR Act no later than ten Business Days after the execution of this Agreement, and the payment of any filing fees under the HSR Act (the “HSR Fees”) shall be borne by Purchaser. Such filings shall specifically request early termination of the waiting period under the HSR Act. Each party shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters. Each party hereto agrees to keep the other party apprised of the status of matters referred to in this Section 4.3. Purchaser shall promptly furnish the Company, and the Company shall promptly furnish Purchaser, to the extent permitted by applicable Law, with copies of written communications received by it or its Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement. Notwithstanding anything else in this Agreement, Purchaser shall use commercially reasonable efforts to take, or cause to be taken, any and all steps and to make, or cause to be made, any and all undertakings necessary to avoid or eliminate each and every impediment under any antitrust Law applicable to the Company or the transactions contemplated by this Agreement that may be asserted by any Governmental Entity with respect to the Information Statement and any other required filings transactions so as to enable the Closing to occur as promptly as practicable after receipt thereof. Each of NAPW, PDN (and Merger Sub agree to correct any information provided by it for use in the Information Statement which shall have become false or misleading in any material respect. NAPW will promptly notify PDN if at any time prior to event, no later than the Closing any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Information Statement. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to PDN’s stockholders to the extent required by applicable Law; Outside Date); provided, however, that prior Purchaser shall not be required to such filingtake any action which may have an adverse material effect on the value or economics (other than the costs and time associated with the exercise of reasonable efforts required by this Section 4.3, each party shall consult with each other party with respect including responding to such amendment or supplement requests for additional information by Governmental Entities) of the transaction for Purchaser, and shall afford each not be required to take any such party action unless such action is expressly conditioned upon and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, is only effective after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its stockholders under applicable LawClosing.

Filings; Other Actions. Each of NAPW, PDN and Merger Sub shall (a) The Company will use its reasonable best efforts promptly to take or cause prepare and file with the SEC the Proxy Statement- Prospectus. (b) The Company will use its reasonable best efforts (i) promptly to be taken such actions as may be required to be taken under prepare and file with the Securities Act, SEC the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements VRM Registration Statement in connection with the Merger distribution of VRM Common Stock and associated VRM Rights in the other transactions contemplated by this Agreement. Without limiting Distribution, and (ii) to cause the foregoing, Proxy Statement-Prospectus to be mailed to the Company's stockholders as promptly as practicable after the date Proxy Statement-Prospectus has been cleared by the SEC. (c) Acquiror will use its reasonable best efforts promptly to prepare and file with the SEC the Acquiror Form S-4. (d) None of the Registration Statements or the Proxy Statement-Prospectus shall be filed with the SEC, and, prior to termination of this Agreement, the parties hereto no amendment or supplement thereto shall prepare and cause to be filed with the SEC SEC, by the Information Statement; provided, however, that Company or Acquiror without giving the other and its counsel a reasonable opportunity to review and comment on such filings prior to the filing thereof. Each of the Information StatementCompany and Acquiror agrees to use its reasonable best efforts, PDN shall consult after consultation with NAPW the other party, to respond promptly to any comments made by the SEC with respect to all of its filings referred to in clauses (a), (b) and (c) above, including the preparation and filing of any amendments or supplements thereto, and to have all such filings declared effective under the Securities Act and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to cause the Information Statement to be mailed to PDN’s stockholders Exchange Act, as promptly as reasonably practicable after the date on which the Information Statement is applicable, or cleared by the SEC. NAPW shall provide PDN with any information for inclusion , in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN shall notify NAPW of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Information Statement or for additional information, and will promptly supply to NAPW and its counsel copies of all correspondence between PDN or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Information Statement. Each of NAPW, PDN and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Information Statement and any other required filings each case as promptly as practicable after receipt the filing thereof. Each of NAPWthe Company and Acquiror will, PDN and the Company will cause VRM to, use its reasonable best efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals A-30 (e) Each of the Company and Acquiror will promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their respective Subsidiaries in connection with the Distribution or the Merger. (f) Subject to Section 7.3(a) and its right to terminate this Agreement pursuant to Section 9.1, the Company agrees to take, in accordance with the DGCL, the Company Charter and the Company By-laws, all action necessary to convene the Company Meeting within 45 days after the later of the date the Acquiror S-4 is declared effective, the VRM Registration Statement is declared effective, and the Proxy Statement-Prospectus is cleared, by the SEC, to consider and vote upon the Distribution and the Merger and the Company shall, through its Board of Directors, recommend to its stockholders approval of the Distribution and the Merger. (g) Upon the terms and subject to the conditions set forth in this Agreement, each of the Company, Acquiror and Sub agree shall use its reasonable best efforts to correct any information provided by it for use take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the Information Statement which shall have become false or misleading most expeditious manner possible, the transactions contemplated by the Reorganization Agreements. (h) Each of the Company and Acquiror will promptly, and in any material respectevent within 15 days after execution and delivery of this Agreement, make all filings or submissions as are required under the HSR Act. NAPW Each of the Company and Acquiror will promptly furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission which is necessary under the HSR Act. Without limiting the generality of the foregoing, each of the Company and Acquiror will promptly notify PDN if at the other of the receipt and content of any time prior to the Closing inquiries or requests for additional information made by any event should occur which is required by applicable Law to be set forth Governmental Entity in an amendment of, or a supplement to, the Information Statement. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law connection therewith and will mail promptly (i) comply with any such amendment inquiry or supplement request and (ii) provide the other with a description of the information provided to PDN’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party any Governmental Entity with respect to any such amendment inquiry or supplement request. In addition, each of the Company and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify Acquiror will keep the other parties apprised of the status of any matters such inquiry or request. Subject to Section 7.5(j), each of the extent that its board Company and Acquiror will take such actions as are necessary to obtain any clearance required under the HSR Act for the consummation of directors the transactions contemplated hereby. (i) Each of the Company and Acquiror will promptly make all applications or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent filings with the directors’ exercise Federal Energy Regulatory Commission under Section 203 of their fiduciary obligations the Federal Power Act and any applications or filings with appropriate Canadian authorities required in connection with the Merger. Each of the Company and Acquiror will take such actions as are necessary to its stockholders obtain any clearance required under the Federal Power Act or applicable LawCanadian law.

Filings; Other Actions. Each of NAPW, PDN and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under During the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement. Without limiting the foregoing, as promptly as practicable after period commencing on the date of the Original Agreement and terminating on the earlier to occur of (a) the Closing and (b) the termination of this Agreement, the parties hereto shall prepare and cause to be filed Agreement in accordance with the SEC provisions hereof (the Information Statement; provided"Pre-Closing Period"), however, that prior to the filing each of the Information Statement, PDN shall consult with NAPW with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to cause the Information Statement to be mailed to PDN’s stockholders as promptly as reasonably practicable after the date on which the Information Statement is cleared by the SEC. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN shall notify NAPW of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Information Statement or for additional information, and will promptly supply to NAPW and its counsel copies of all correspondence between PDN or its RepresentativesPurchaser, on the one hand, and the SEC or members of its staffCompany, on the other hand, will cooperate and consult with respect to the Information Statement. Each of NAPW, PDN other and Merger Sub shall use reasonable best efforts to resolve prepare and file all SEC comments necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, and the expiration or termination of any applicable waiting period, necessary or advisable to consummate the transactions contemplated by this Agreement, and to perform the covenants contemplated by this Agreement. Each party shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters. In particular, if required, the Purchaser and the Company shall use all reasonable best efforts to prepare and submit (i) a Notification and Report Form pursuant to the Xxxx-Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), as promptly as practicable following the date of the Original Agreement (and in any event within ten (10) business days of the date of the Original Agreement) and (ii) all necessary documentation to effect any approvals or terminations of waiting periods, if required, under any foreign antitrust, competition, or similar laws as promptly as practicable following the date of the Original Agreement , in each case with respect to the Information Statement transactions contemplated hereby, including the issuance of Class A Common Stock. The Purchaser and the Company will use, and will use reasonable best efforts to cause their respective Affiliates to use, reasonable best efforts to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, and the expiration or termination of any applicable waiting period, necessary or advisable to consummate the transactions contemplated by this Agreement, and to perform the covenants contemplated by this Agreement. The Purchaser and the Company will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, all the information relating to such other party, and any other required filings of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement or the Merger Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable after receipt thereofpracticable. Each of NAPW, PDN and Merger Sub The parties hereto agree to correct any information provided by it for use in the Information Statement which shall have become false or misleading in any material respect. NAPW that they will promptly notify PDN if at any time prior consult with each other with respect to the Closing obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement or the Merger Agreement, and each party will keep the other party apprised promptly of the status of filings and applications, including communications with Governmental Entities that cause such party to believe that there is a reasonable likelihood that any event should occur which is required by applicable Law to be set forth in an amendment necessary permits, consents, orders, approvals and authorizations of, or a supplement toany exemption by, all third parties and Governmental Entities, and the Information Statementexpiration or termination of any applicable waiting period, necessary or advisable to consummate the transactions contemplated by this Agreement and by the Merger Agreement, and to perform the covenants contemplated by this Agreement will not be obtained or that the receipt of any such approval will be delayed, and all other matters relating to completion of the transactions contemplated hereby. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to PDN’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each Each party shall consult with each the other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties in advance of any matters to meeting or conference with any Governmental Entity in respect of the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its stockholders under applicable Lawtransactions contemplated by this Agreement.

Filings; Other Actions. Each of NAPW, PDN and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under During the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement. Without limiting the foregoing, as promptly as practicable after period commencing on the date of the Original Agreement and terminating on the earlier to occur of (a) the Closing and (b) the termination of this Agreement, the parties hereto shall prepare and cause to be filed Agreement in accordance with the SEC provisions hereof (the Information Statement; provided“Pre-Closing Period”), however, that prior to the filing each of the Information Statement, PDN shall consult with NAPW with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to cause the Information Statement to be mailed to PDN’s stockholders as promptly as reasonably practicable after the date on which the Information Statement is cleared by the SEC. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN shall notify NAPW of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Information Statement or for additional information, and will promptly supply to NAPW and its counsel copies of all correspondence between PDN or its RepresentativesPurchaser, on the one hand, and the SEC or members of its staffCompany, on the other hand, will cooperate and consult with respect to the Information Statement. Each of NAPW, PDN other and Merger Sub shall use reasonable best efforts to resolve prepare and file all SEC comments necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, and the expiration or termination of any applicable waiting period, necessary or advisable to consummate the transactions contemplated by this Agreement, and to perform the covenants contemplated by this Agreement. Each party shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters. In particular, if required, the Purchaser and the Company shall use all reasonable best efforts to prepare and submit (i) a Notification and Report Form pursuant to the Xxxx-Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), as promptly as practicable following the date of the Original Agreement (and in any event within ten (10) business days of the date of the Original Agreement) and (ii) all necessary documentation to effect any approvals or terminations of waiting periods, if required, under any foreign antitrust, competition, or similar laws as promptly as practicable following the date of the Original Agreement , in each case with respect to the Information Statement transactions contemplated hereby, including the issuance of Class A Common Stock. The Purchaser and the Company will use, and will use reasonable best efforts to cause their respective Affiliates to use, reasonable best efforts to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, and the expiration or termination of any applicable waiting period, necessary or advisable to consummate the transactions contemplated by this Agreement, and to perform the covenants contemplated by this Agreement. The Purchaser and the Company will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, all the information relating to such other party, and any other required filings of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement or the Merger Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable after receipt thereofpracticable. Each of NAPW, PDN and Merger Sub The parties hereto agree to correct any information provided by it for use in the Information Statement which shall have become false or misleading in any material respect. NAPW that they will promptly notify PDN if at any time prior consult with each other with respect to the Closing obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement or the Merger Agreement, and each party will keep the other party apprised promptly of the status of filings and applications, including communications with Governmental Entities that cause such party to believe that there is a reasonable likelihood that any event should occur which is required by applicable Law to be set forth in an amendment necessary permits, consents, orders, approvals and authorizations of, or a supplement toany exemption by, all third parties and Governmental Entities, and the Information Statementexpiration or termination of any applicable waiting period, necessary or advisable to consummate the transactions contemplated by this Agreement and by the Merger Agreement, and to perform the covenants contemplated by this Agreement will not be obtained or that the receipt of any such approval will be delayed, and all other matters relating to completion of the transactions contemplated hereby. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to PDN’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each Each party shall consult with each the other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties in advance of any matters to meeting or conference with any Governmental Entity in respect of the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its stockholders under applicable Lawtransactions contemplated by this Agreement.

Filings; Other Actions. Each of NAPW, PDN (a) Upon the terms and Merger Sub subject to the conditions herein provided each Party hereto shall (i) use all commercially reasonable best efforts to take cooperate with one another in determining which filings and registrations are required to be made prior to the Effective Time, and which consents, approvals, waivers, clearances, permits or authorizations or confirmations are required to be obtained prior to the Effective Time, from Governmental Entities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, (ii) use all commercially reasonable efforts to timely make all such filings and registrations and timely obtain all such consents, approvals, waivers, clearances, permits, registrations, authorizations or confirmations (including any required filings under the HSR Act or any foreign antitrust, competition or trade law), (iii) use all commercially reasonable efforts to avoid or eliminate as soon as practicable each and every impediment under any antitrust law that may be asserted by any United States or foreign governmental antitrust authority so as to enable the Parties to expeditiously close the transactions contemplated hereby, and (iv) use all commercially reasonable efforts to take, or cause to be taken such taken, all other actions as may be required and do, or cause to be taken under done, all other things necessary, proper or appropriate to consummate and make effective the Securities transactions contemplated by this Agreement as promptly as practicable. (b) Without limiting the generality of the foregoing, the Company and Parent shall, as promptly as practicable and before the expiration of any relevant legal deadline, but in no event later than ten (10) Business Days following the execution and delivery of this Agreement, file with (i) the United States Federal Trade Commission and the United States Department of Justice, the notification and report form required for the transactions contemplated hereby and any supplemental information requested in connection therewith pursuant to the HSR Act, which forms shall specifically request early termination of the Exchange Actwaiting period prescribed by the HSR Act and (ii) any other Governmental Entity, any other federal securities Lawsfilings, reports, information and documentation required for the transactions contemplated hereby pursuant to any other foreign antitrust or competition law. Each of the Company and Parent shall furnish to each other’s counsel such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act and any other foreign antitrust or competition law. (c) Parent and the Company shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Entity and shall comply promptly with any such inquiry or request, including a request for additional information or Second Request from the United States Federal Trade Commission and the United States Department of Justice. Each Party shall permit the other Parties to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the applicable state securities Governmental Entity or “blue sky” Laws other Person, give the other Parties the opportunity to attend and any stock exchange requirements participate in such meetings and conferences, in each case in connection with the Merger and Merger. (d) Nothing in this Agreement, however, shall require or be construed to require any Party hereto, in order to obtain the consent or successful termination of any review of any such Governmental Entity regarding the transactions contemplated hereby, to (i) sell or hold separate, or agree to sell or hold separate, before or after the Effective Time, any assets, businesses or any interests in any assets of businesses, of Parent, the Company or any of their respective affiliates (or to consent to any sale, or agreement to sell, by Parent or the Company, of any assets or businesses, or any interests in any assets or businesses), or any change in or restriction on the operation by Parent or the Company of any assets or businesses, or (ii) enter into any other agreement or be bound by any obligation that, in Parent’s good faith judgment, may have a material adverse effect on the benefits to Parent of the transactions contemplated by this Agreement. Without limiting the foregoing, as promptly as practicable after the date of this Agreement, the parties hereto shall prepare and cause to be filed with the SEC the Information Statement; provided, however, that prior to the filing of the Information Statement, PDN shall consult with NAPW with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to cause the Information Statement to be mailed to PDN’s stockholders as promptly as reasonably practicable after the date on which the Information Statement is cleared by the SEC. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN shall notify NAPW of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Information Statement or for additional information, and will promptly supply to NAPW and its counsel copies of all correspondence between PDN or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Information Statement. Each of NAPW, PDN and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Information Statement and any other required filings as promptly as practicable after receipt thereof. Each of NAPW, PDN and Merger Sub agree to correct any information provided by it for use in the Information Statement which shall have become false or misleading in any material respect. NAPW will promptly notify PDN if at any time prior to the Closing any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Information Statement. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to PDN’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its stockholders under applicable Law.

Filings; Other Actions. Each of NAPW(a) The Company, PDN Parent and Merger Sub shall each use all reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Act, the Exchange Act, Act any other federal securities Laws, and under any applicable state or foreign securities or “"blue sky” " Laws and any stock exchange requirements or rules of the ISA or TASE in connection with the Merger and the other transactions contemplated by this Agreement, including the Proxy Statement. Without limiting In connection with the foregoingMerger and the Company Meeting, Parent and the Company shall prepare, and the Company shall file with the SEC, as soon as practicable, the Proxy Statement relating to the Merger and the other transactions contemplated by this Agreement, and the Company and Parent shall use all reasonable efforts to respond to the comments of the SEC and to cause the Proxy Statement to be mailed to the Company's stockholders, all as promptly as practicable after the date of this Agreement, the parties hereto shall prepare and cause to be filed with the SEC the Information Statementreasonably practicable; provided, however, that prior to the filing of the Information StatementProxy Statement (or any amendment thereto or any response to comments of the SEC), PDN the Company shall consult with NAPW Parent with respect to such filings and shall afford NAPW and Parent or its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to cause the Information Statement to be mailed to PDN’s stockholders as promptly as reasonably practicable after the date on which the Information Statement is cleared by the SEC. NAPW Parent and Merger Sub shall provide PDN the Company with any information for inclusion in the Information Proxy Statement that which may be required under applicable Law or that and/or which is reasonably requested by PDNthe Company. PDN The Company shall notify NAPW Parent promptly of the receipt of comments from of the SEC and of any request from the SEC for amendments or supplements to the Information Proxy Statement or for additional information, and will promptly supply to NAPW and its counsel Parent with copies of all correspondence between PDN the Company or its Representatives, on the one hand, and the SEC or members of its their respective staff, on the other hand, with respect to the Information StatementProxy Statement or the Merger. Each of NAPW, PDN and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Information Statement and any other required filings as promptly as practicable after receipt thereof. Each of NAPW, PDN and Merger Sub agree to correct any information provided by it for use in the Information Statement which shall have become false or misleading in any material respect. NAPW will promptly notify PDN if If at any time prior to the Closing Company Meeting any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Information Proxy Statement, the Company will promptly inform Parent. In such case, the parties will cooperate to Company, with the cooperation of Parent, will, upon learning of such event, promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will shall mail such amendment or supplement to PDN’s stockholders the Company's shareholders to the extent required by applicable Law; Law; provided, however, that prior to such filing, each party the Company shall consult with each other party Parent with respect to such amendment or supplement and shall afford each such party and Parent or its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party . (b) The Company and Parent shall have each use reasonable best efforts in order to lift any obligation to notify the injunctions or remove any other parties of any matters impediment to the extent that consummation of the transactions contemplated by this Agreement. (c) The Company shall (i) take all action necessary in accordance with the DGCL and its board amended and restated certificate of directors or any committee thereof determines incorporation and bylaws to duly call, give notice of, convene and hold a meeting of its stockholders as promptly as reasonably practicable following the mailing of the Proxy Statement for the purpose of obtaining the Company Stockholder Approval (the "Company Meeting"), and (ii) unless the Board of Directors of the Company has made a Change of Recommendation in good faithcompliance with Section 5.3(d), after consultation include the Recommendation in the Proxy Statement and use reasonable best efforts to solicit from its stockholders proxies in favor of the approval of this Agreement and the transactions contemplated by this Agreement. Unless this Agreement is validly terminated in accordance with its outside legal counselterms pursuant to Article VII, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations Company shall submit this Agreement to its stockholders under applicable Lawat the Company Meeting even if there has occurred a Change of Recommendation.

Filings; Other Actions. (a) Each of NAPWthe Company, PDN Parent and Merger Sub shall shall: (i) promptly make and effect all registrations, filings and submissions required to be made or effected by it pursuant to the HSR Act, the Exchange Act and other applicable Legal Requirements with respect to the Merger, including notifications, applications or other filings required by the Telecommunications Regulatory Authorities and Governmental Franchising Authorities under applicable Legal Requirements and (ii) use reasonable best efforts to take or cause to be taken such taken, on a timely basis, all other actions as may be required to be taken under necessary or appropriate for the Securities Act, purpose of consummating and effectuating the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each of the Company, Parent and Merger Sub agrees to use reasonable best efforts to: (A) promptly provide all information requested by any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement; (B) promptly take, and cause its Affiliates to take, all actions necessary to obtain any antitrust clearance or similar clearance required to be obtained from the Federal Trade Commission, the Department of Justice, any state attorney general, any foreign competition authority or any other Governmental Entity in connection with the transactions contemplated by this Agreement; (C) promptly provide all notifications required by and file all applications and other filings with the FCC seeking the consent or waiver of the FCC that are necessary or appropriate to consummate the transactions contemplated by this Agreement; (D) promptly provide all notifications and registrations required by, and file all applications and other filings with, each applicable State PUC seeking consent or waiver of each applicable State PUC that are necessary or appropriate to consummate the transactions contemplated by this Agreement; and (E) promptly provide all notifications and registrations required by, and file all applications and other filings with, each Governmental Franchising Authority or other Governmental Entity seeking the consent of the Governmental Franchising Authority or other Governmental Entity that are necessary or appropriate to consummate the transactions contemplated by this Agreement. (b) Without limiting the generality of anything contained in Section 4.4(a) or 4.4(c), each party hereto shall: (i) give the other parties prompt notice of the commencement by any Governmental Entity of any investigation, action or Legal Proceeding by or before any Governmental Entity with respect to the Merger or any of the other transactions contemplated by this Agreement; (ii) keep the other parties informed as to the status of any such investigation, action or Legal Proceeding; and (iii) promptly inform the other parties of any material communication to or from the Federal Trade Commission, the Department of Justice, any Telecommunications Regulatory Authority, any Governmental Franchising Authority or any other Governmental Entity regarding the Merger. Each party hereto will consult and cooperate with the other parties and will consider in good faith the views of the other parties in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion, proposal or other document made or submitted in connection with any investigation, action or Legal Proceeding under or relating to (A) the HSR Act or any other federal, state or foreign antitrust, competition or fair trade law or (B) any Legal Requirement enforced or administered by a Telecommunications Regulatory Authority or by a Governmental Franchising Authority. In addition, except as practicable after may be prohibited by any Governmental Entity or by any Legal Requirement, in connection with any such investigation, action or Legal Proceeding, each party hereto will permit authorized representatives of the date other parties to be present at each substantive meeting or conference relating to such investigation, action or Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with such investigation, action or Legal Proceeding. (c) Without limiting the generality of anything contained in Section 4.4(a) or 4.4(b), Parent and Merger Sub shall take or cause to be taken the following actions: (i) the prompt use of reasonable best efforts to avoid the entry of any permanent, preliminary or temporary injunction or other order, decree, decision, determination or judgment that would restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, including the parties hereto shall prepare proffer (and cause agreement) by Parent of its willingness to (which may be conditioned on the occurrence of the Closing) sell or otherwise dispose of, or hold separate pending such disposition, and promptly to effect the sale, disposal and holding separate of, such assets, categories of assets or business or other segments of the Company and/or Parent or either’s respective Subsidiaries (and the entry into agreements with, and submission to orders of, the relevant federal, state, local or foreign court or Governmental Entity with jurisdiction over enforcement of any applicable antitrust or competition laws (“Government Antitrust Entity”) giving effect thereto), if such action should be necessary to avoid, prevent, eliminate or remove the actual, anticipated or threatened (A) commencement of any administrative, judicial or other proceeding in any forum by any Government Antitrust Entity or (B) issuance of any order, decree, decision, determination or judgment that would restrain, prevent, enjoin or otherwise prohibit consummation of the Merger by any Government Antitrust Entity; and (ii) the prompt use of reasonable best efforts, in the event that any permanent, preliminary or temporary injunction, decision, order, judgment, determination or decree is entered or issued, or becomes reasonably foreseeable or threatened to be filed entered or issued, in any proceeding, review or inquiry of any kind that would make consummation of the Merger in accordance with the SEC terms of this Agreement unlawful or that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Information StatementMerger or the other transactions contemplated by this Agreement, to resist, vacate, modify, reverse, suspend, prevent, eliminate, avoid or remove such actual, anticipated or threatened injunction, decision, order, judgment, determination or decree so as to permit such consummation on the schedule contemplated by this Agreement; provided, however, that prior notwithstanding the foregoing, nothing contained in this Agreement shall be construed to require Parent to undertake any efforts or to take any action if the taking of such efforts or action is or would reasonably be expected to result (after giving effect to any reasonably expected proceeds of any divesture or sale of assets), individually or in the aggregate, in (i) a material adverse effect to the filing business, assets, condition (financial or otherwise) or results of operations of the Information StatementCompany and its Subsidiaries, PDN shall consult with NAPW with taken as a whole, or (ii) a material adverse effect to the business, assets, condition (financial or otherwise) or results of operations of Parent, the Surviving Corporation and their respective Subsidiaries, taken as a whole, following the consummation of the Merger. (d) With respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to cause the Information Statement to be mailed to PDN’s stockholders as promptly as reasonably practicable after the date on which the Information Statement is cleared by the SEC. NAPW shall provide PDN each application, notice or other filing with any information for inclusion Governmental Entity referenced in Section 4.4(a) above, the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN shall notify NAPW of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Information Statement or for additional information, and will promptly supply to NAPW and its counsel copies of all correspondence between PDN or its RepresentativesCompany, on the one hand, and the SEC or members of its staffParent and Merger Sub, on the other hand, shall provide the other with respect to all information and signatures necessary for the Information Statement. Each preparation and filing of NAPWsuch applications, PDN notifications and Merger Sub filings on a timely basis, and shall use reasonable best efforts to resolve all SEC comments with respect to prosecute the Information Statement applications or other requests for approval or waiver diligently and any other required filings as promptly as practicable after receipt thereofin good faith. Each of NAPWthe Company, PDN Parent and Merger Sub agree shall take such actions as may be necessary or reasonably required in connection with such applications, including the furnishing to correct Governmental Entities of any documents, materials or other information provided by it for use requested. In addition, each of the Company, Parent and Merger Sub shall: (A) permit a representative of the other party to attend and participate in the Information Statement which shall have become false or misleading in any material respect. NAPW will promptly notify PDN if at any time prior substantive meetings (telephonic and otherwise) with Governmental Entities relating to the Closing any event should occur which is required by applicable Law to be set forth applications, notices or other filings referenced in an amendment of, or a supplement to, the Information Statement. In such case, the parties will cooperate to promptly prepare Section 4.4(a) and file such amendment or supplement with the SEC to the extent required by applicable Law the other party does not attend or participate in a substantive meeting, such other party shall be promptly notified of the substance of such meeting; and will mail such amendment or supplement (B) permit the other party to PDN’s stockholders review in advance any proposed written communication to Governmental Entities relating to the extent applications, notices or other filings referenced in Section 4.4(a) and shall provide a copy to the other party on all such written communications to or from the Governmental Entities. Subject to the proviso in the last sentence of Section 4.4(c), (i) no party shall, without the written consent of the other party, knowingly take, or fail to take, any action if the reasonably anticipated consequence of such action or failure to act is, or would be, to cause or materially increase the probability of any Governmental Entity not to grant its required consent, or cause any material delay in obtaining such consent, as required or appropriate to consummate the Merger and the transactions contemplated by this Agreement; and (ii) if there are any challenges or protests to such applications, or any petitions for reconsideration, appeals or similar filings made seeking to overturn the consent of a Governmental Entity (including without limitation, reconsideration of a Governmental Entity on its own motion), each of the Company, Parent and Merger Sub shall use any and all efforts to defend the applicable Law; providedconsent(s) against such actions. (e) With respect to each joint application, howevernotice or other filing with any Telecommunications Regulatory Authority or Governmental Franchising Authority in connection with the Merger or the other transactions contemplated by this Agreement, Parent shall, subject to applicable law and the rules and regulations of any Telecommunications Regulatory Authority or Governmental Franchising Authority, have primary responsibility for preparing and filing such submissions, except that the Company may be responsible for executing or providing its signatures for such submissions, and the Company shall have the opportunity to review and comment on each submission prior to such filing, and Parent shall consider in good faith any comments reasonably proposed by the Company. Parent shall pay all filing fees and each party shall consult be responsible for payment of its own attorneys’ fees associated with each any such applications, notices or other party with respect to such amendment filings. (f) Parent, as the sole stockholder of Merger Sub, shall validly adopt this Agreement immediately following the execution and delivery of this Agreement. If required under the provisions of Parent’s certificate of incorporation, bylaws or supplement and comparable governing documents, Parent shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to cause its stockholders under applicable Lawto validly adopt this Agreement immediately following the execution and delivery of this Agreement.

Filings; Other Actions. (a) Each of NAPW, PDN the Investor and Merger Sub shall the Company will use its commercially reasonable best efforts to take take, or cause to be taken such actions as may be required taken, all actions, and to do, or cause to be taken under done all things necessary, proper or advisable to consummate and make effective, in the Securities Actmost expeditious manner practicable, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (a) all acts reasonably necessary to cause the conditions to Closing to be satisfied; (b) the obtaining of all necessary actions or no actions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all reasonable steps necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity; (c) the obtaining of all necessary consents, approvals or waivers from third parties; and (d) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Without limiting In furtherance of the foregoing, as promptly as practicable after the date of this Agreement, the parties hereto shall prepare and cause to be filed with the SEC the Information Statement; provided, however, that prior to the filing of the Information Statement, PDN shall consult with NAPW with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to cause the Information Statement to be mailed to PDN’s stockholders as promptly as reasonably practicable after the date on which the Information Statement is cleared by the SEC. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN shall notify NAPW of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Information Statement or for additional information, and will promptly supply to NAPW and its counsel copies of all correspondence between PDN or its Representatives, on the one hand, Investor and the SEC or members of its staff, on the other hand, with respect to the Information Statement. Each of NAPW, PDN and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Information Statement and any other required filings as promptly as practicable after receipt thereof. Each of NAPW, PDN and Merger Sub agree to correct any information provided by it for use in the Information Statement which shall have become false or misleading in any material respect. NAPW will promptly notify PDN if at any time prior to the Closing any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Information Statement. In such case, the parties Company will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to PDN’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other and use commercially reasonable efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings, and other documents, and to obtain all necessary permits, consents, orders, approvals, and authorizations of, or any exemption by, all third parties and Governmental Entities, and expiration or termination of any applicable waiting periods, necessary or advisable to consummate the transactions contemplated by this Agreement and to perform covenants contemplated by this Agreement. Each party shall execute and deliver both before and after the Closing such further certificates, agreements, and other documents and take such other actions as the other party may reasonably request to consummate or implement such transactions or to evidence such events or matters. (b) Each party agrees, upon reasonable request, to furnish the other party with respect all information concerning itself, its subsidiaries, Affiliates, directors, officers, partners, and shareholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice, or application made by or on behalf of such other party or any of its subsidiaries to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereonany Governmental Entity in connection with this Agreement. Notwithstanding anything herein to the forgoingcontrary, no party neither the Investor nor the Company shall have any obligation be required to notify furnish the other parties party with any (1) sensitive personal biographical or personal financial information of any matters of the directors, officers, employees, managers or partners of the Investor or any of its Affiliates, (2) proprietary and non-public information related to the extent organizational terms of, or investors in, the it or its Affiliates, or (3) any information that its board of directors it deems private or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its stockholders under applicable Lawconfidential.

Filings; Other Actions. Each of NAPW, PDN and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with Following the Merger and the other transactions contemplated by this Agreement. Without limiting the foregoingAgreement Execution Date, as promptly as practicable after the date of this Agreement, the parties hereto shall prepare and cause to be filed with the SEC the Information Statement; provided, however, that prior to the filing each of the Information Statement, PDN shall consult with NAPW with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to cause the Information Statement to be mailed to PDN’s stockholders as promptly as reasonably practicable after the date on which the Information Statement is cleared by the SEC. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN shall notify NAPW of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Information Statement or for additional information, and will promptly supply to NAPW and its counsel copies of all correspondence between PDN or its RepresentativesPurchaser, on the one hand, and the SEC or members of its staffCompany, on the other hand, will cooperate and consult with respect to the Information Statement. Each of NAPW, PDN other and Merger Sub shall use reasonable best efforts to resolve prepare and file all SEC comments necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, and the expiration or termination of any applicable waiting period, necessary or advisable to consummate the transactions contemplated by this Agreement, and to perform the covenants contemplated by this Agreement. Each party shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters. In particular, the Purchaser and the Company shall use all reasonable best efforts to obtain or submit, as the case may be, as promptly as practicable following the Merger Agreement Execution Date, the approvals and authorizations of, filings and registrations with, and notifications to, or expiration or termination of any applicable waiting period, under the Xxxx-Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), in each case, with respect to the Information Statement transactions contemplated hereby, including the issuance of Convertible Preferred Stock and Common Stock to the Purchaser (including, in each case, upon conversion of Convertible Preferred Stock). Without limiting the foregoing, to the extent required, the Purchaser and the Company shall prepare and file a Notification and Report Form pursuant to the HSR Act in connection with the transactions contemplated by this Agreement. The Purchaser and the Company will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, all the information relating to such other party, and any other required filings of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable after receipt thereofpracticable. Each party hereto agrees to keep the other party apprised of NAPWthe status of matters referred to in this Section 3.1. The Purchaser shall promptly furnish the Company, PDN and Merger Sub agree to correct any information provided by it for use in the Information Statement which Company shall have become false or misleading in any material respect. NAPW will promptly notify PDN if at any time prior to furnish the Closing any event should occur which is required by applicable Law to be set forth in an amendment ofPurchaser, or a supplement to, the Information Statement. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required permitted by applicable Law and will mail such amendment law, with copies of written communications received by it or supplement to PDN’s stockholders to its Subsidiaries from, or delivered by any of the extent required foregoing to, any Governmental Entity in respect of the transactions contemplated by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its stockholders under applicable Lawthis Agreement.

Filings; Other Actions. Each From the date of NAPWthis Agreement until the earlier of the Closing or the termination of this Agreement pursuant to Section 7.1, PDN the Investor, on the one hand, and Merger Sub shall the Company, on the other hand, will cooperate and consult with the other and use reasonable best efforts to take prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or cause to be taken such actions as may be required to be taken under any exemption by, all third parties and Governmental Entities, and the Securities Act, the Exchange Act, any other federal securities Laws, expiration or termination of any applicable state securities waiting periods, necessary or “blue sky” Laws and any stock exchange requirements in connection with advisable to consummate the Merger Investment and the other transactions contemplated by this Agreement, and to perform the covenants contemplated by this Agreement. Without limiting Each party shall execute and deliver both before and after the foregoingClosing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters. In particular, each of the parties hereto will use its respective reasonable best efforts to promptly obtain or submit, and each of the parties hereto will cooperate as may reasonably be requested by the other party to help the such party promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, filings and registrations with, and notifications to, or expiration or termination of any applicable waiting period, under any applicable competition or merger control Legal Requirements. The Investor and the Company will have the right to review in advance, and to the extent practicable after each will consult with the other, in each case subject to applicable Legal Requirements relating to the exchange of information, all the information relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions to which it will be party contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters referred to in this Section 4.7. The Investor and the Company shall promptly furnish the other with copies of written communications received by it or its Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the Investment and the other transactions contemplated by this Agreement (other than any portions thereof that relate to confidential matters). From the date of this Agreement until the earlier of the Closing or the termination of this Agreement pursuant to Section 7.1, each of the Company and the Investor shall promptly notify the other in writing of any pending or, to the knowledge of the Investor or the Company (as the case may be), threatened action, suit, arbitration or other proceeding or investigation by any Governmental Entity or any other person (i) challenging or seeking material damages in connection with the Investment or the other transactions contemplated by this Agreement, or (ii) seeking to restrain or prohibit the parties hereto consummation of the Investment or the other transactions contemplated by this Agreement. The Company shall prepare and cause give the Investor the opportunity to be filed consult with the SEC Company regarding the Information Statement; provided, however, that prior to defense or settlement of any stockholder litigation and shall consider the filing of the Information Statement, PDN shall consult with NAPW Investor's views with respect to such filings stockholder litigation. Notwithstanding the foregoing, the Company shall not be required to provide any notice or information to Parent the provision of which the Company in good faith determines may adversely affect the Company's or any other person's attorney client or other privilege with respect to such information. If any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity challenging the Investment or the other transactions contemplated by this Agreement as violative of any applicable Legal Requirement, each of the Company and the Investor shall, and shall afford NAPW cause their respective Affiliates to, cooperate and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use their reasonable best efforts to cause contest and resist, except insofar as the Information Statement to be mailed to PDN’s stockholders as promptly as reasonably practicable after Company and the date on which the Information Statement is cleared by the SEC. NAPW shall provide PDN with Investor may otherwise agree, any information for inclusion in the Information Statement such action or proceeding, including any action or proceeding that may be required under applicable Law seeks a temporary restraining order or preliminary injunction that is reasonably requested by PDN. PDN shall notify NAPW would prohibit, prevent or restrict consummation of the receipt of comments from the SEC and of any request from the SEC for amendments Investment or supplements to the Information Statement or for additional information, and will promptly supply to NAPW and its counsel copies of all correspondence between PDN or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Information Statement. Each of NAPW, PDN and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Information Statement and any other required filings as promptly as practicable after receipt thereof. Each of NAPW, PDN and Merger Sub agree to correct any information provided transactions contemplated by it for use in the Information Statement which shall have become false or misleading in any material respect. NAPW will promptly notify PDN if at any time prior to the Closing any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Information Statement. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to PDN’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its stockholders under applicable Lawthis Agreement.

Filings; Other Actions. Each of NAPW, PDN (a) The Purchaser and Merger Sub the Company shall use all reasonable best efforts to take obtain or cause to be taken such actions submit, as the case may be required to be taken be, as promptly as practicable following the date hereof, the approvals and authorizations of, filings and registrations with, and notifications to, or expiration or termination of any applicable waiting period, under the Securities ActHSR Act and other applicable Antitrust Laws (the “Antitrust Approval”). Notwithstanding anything in this Agreement to the contrary, nothing in this Section 4.6 shall require or obligate the Sponsor and its respective Affiliates and any investment funds or investment vehicles affiliated with, or managed or advised by, the Exchange ActSponsor or any portfolio company (as such term is commonly understood in the private equity industry) or investment of the Sponsor or of any such investment fund or investment vehicle to propose, negotiation, commit to, or effect, by consent decree, holder separate order, or otherwise, the sale, divestiture, transfer, license, disposition, or hold separate (through the establishment of a trust or otherwise) of such assets, properties, or businesses of the Sponsor or any of its respective Affiliates, Subsidiaries, investment funds, or portfolio companies, in order to avoid the entry of any decree, judgment, injunction (permanent or preliminary), or any other federal securities Lawsorder that would make the transactions contemplated by this Agreement unlawful or would otherwise materially delay or prevent the consummation of the transactions contemplated hereby. Without limiting the foregoing, any applicable state securities or “blue sky” Laws the Purchaser and any stock exchange requirements the Company shall each prepare and file within ten (10) business days after the date hereof a required Notification and Report Form pursuant to the HSR Act in connection with the Merger and the other transactions contemplated by this Agreement. Without limiting the foregoing, as promptly as practicable after the date of this AgreementIn connection with such undertakings, the parties hereto shall prepare and cause to be filed with the SEC the Information Statement; provided, however, that prior to the filing of the Information Statement, PDN shall consult with NAPW with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to cause the Information Statement to be mailed to PDN’s stockholders as promptly as reasonably practicable after the date on which the Information Statement is cleared by the SEC. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN shall notify NAPW of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Information Statement or for additional information, and will promptly supply to NAPW and its counsel copies of all correspondence between PDN or its RepresentativesPurchaser, on the one hand, and the SEC or members of its staffCompany, on the other hand, will cooperate and consult with respect to the Information Statement. Each of NAPW, PDN other and Merger Sub shall use reasonable best efforts to resolve prepare and file all SEC comments necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, necessary or advisable to consummate the transactions contemplated by this Agreement, including obtaining the Antitrust Approval. The Purchaser and the Company shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other party may reasonably request to consummate or implement such transactions or to evidence such events or matters.] The Company shall bear (and if initially borne by the Purchaser, shall promptly reimburse the Purchaser for) all filing and other fees in connection with respect Antitrust Approval, including the filing of the Notification and Report Form pursuant to the Information Statement HSR Act. (b) The Purchaser and the Company will have the right to review in advance, and to the extent practicable, each will consult with the other, in each case, subject to applicable laws relating to the exchange of information, all the material information required for or which appears in any application or other required filings filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, including obtaining the Antitrust Approval. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable after receipt thereofpracticable. Each party hereto agrees to keep the other party apprised of NAPWthe status of matters referred to in this Section 4.6, PDN and Merger Sub agree to correct any information provided by it for use in the Information Statement which shall have become false or misleading in any material respect. NAPW will promptly notify PDN if at the other party of any time prior to the Closing any event should occur which is required communication received by applicable Law to be set forth in an amendment ofsuch party from, or a supplement given by such party to, any U.S. or foreign Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case in respect of the Information Statementtransactions contemplated by this Agreement, including obtaining the Antitrust Approval. In such caseThe Purchaser shall promptly furnish the Company, and the parties will cooperate to Company shall promptly prepare and file such amendment or supplement with the SEC furnish each Purchaser, to the extent required permitted by applicable Law and will mail such amendment law, with copies of written communications received by it or supplement to PDN’s stockholders to its Subsidiaries from any Governmental Entity in respect of the extent required transactions contemplated by applicable Law; this Agreement, including obtaining the Antitrust Approval; provided, howeverfurther, that prior materials may be redacted (x) to such filingremove references concerning the valuation of the Company, each party shall consult (y) as necessary to comply with each contractual arrangements, and (z) as necessary to address reasonable attorney-client or other party with respect to such amendment privilege or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoingconfidentiality concerns, no party shall have any obligation to notify the other parties of any matters to the extent that its board that such attorney-client or other privilege or confidentiality concerns are not governed by a common interest privilege or doctrine. Neither the Purchaser nor the Company shall participate in any substantive meeting with any Governmental Entity in respect of directors or any committee thereof determines in good faiththe transactions contemplated by this Agreement, after consultation with its outside legal counsel, that to do so would be inconsistent including obtaining the Antitrust Approval unless it consults with the directors’ exercise of their fiduciary obligations other party in advance and, to its stockholders under applicable Lawthe extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate therein or thereat.

Filings; Other Actions. (a) Each of NAPW, PDN and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement. Without limiting the foregoing, as promptly as practicable after the date of this Agreement, the parties hereto shall prepare and cause to be filed with the SEC the Information Statement; provided, however, that prior to the filing of the Information Statement, PDN shall consult with NAPW with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to cause the Information Statement to be mailed to PDN’s stockholders as promptly as reasonably practicable after the date on which the Information Statement is cleared by the SEC. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN shall notify NAPW of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Information Statement or for additional information, and will promptly supply to NAPW and its counsel copies of all correspondence between PDN or its RepresentativesPurchaser, on the one hand, and the SEC or members of its staffCompany, on the other hand, will (and will cause their respective affiliates to) cooperate and consult with respect to the Information Statement. Each of NAPW, PDN other party and Merger Sub shall use reasonable best efforts to resolve (i) promptly prepare and file (as applicable) all SEC comments permits, consents, approvals, confirmations (whether in writing or orally) and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated hereby (including each of the Certificate of Designations to be filed with respect to and accepted by the Information Statement Delaware Secretary of State in connection with the Closing); and any other required filings (ii) respond as promptly as practicable after receipt thereofto any request for information from (including supplying any additional information or documentary material that may be requested by) any Governmental Entity relating to the foregoing, in each case, so as to enable the parties hereto to consummate the transactions contemplated by this Agreement, including the Investment, as promptly as reasonably practicable following the entry into this Agreement. (b) To the extent permitted by Lxx, each party hereto agrees to keep the other party reasonably apprised of the status of matters referred to in this ‎Section 3.1(b). Each of NAPW, PDN Purchaser and Merger Sub agree to the Company shall promptly correct or supplement any information provided by it or on its behalf for use in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Information Statement transactions to which it will be party as contemplated hereby, if and to the extent (A) that information previously provided by it or on its behalf shall have become false or misleading in any material respectrespect or (B) necessary or advisable to ensure that such document would not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (c) The Company shall as promptly as reasonably practicable, duly call, give notice of, establish a record date for, convene and hold a special stockholders’ meeting (the “Stockholders’ Meeting”), for the purpose of, among other matters, obtaining the Requisite Stockholder Vote. NAPW To the extent reasonably practicable, the Company will promptly notify PDN if at file a preliminary proxy statement that complies in all material respects with applicable rules and regulations promulgated by the SEC for any time prior to such meeting no later 30 days after the Closing Date. The Company shall promptly respond to any event should occur comments received from the SEC on the proxy statement and will use reasonable best effort to have the Stockholders’ Meeting no later than 90 days after the Closing Date. The Company shall (A) through its Board of Directors recommend to its stockholders the approval and adoption of the Charter Amendment and the Exchange Approval (the “Company Recommendations”), (B) include such Company Recommendations in the proxy statement delivered to its stockholders in connection with the Requisite Stockholder Vote and (C) use its reasonable best efforts to obtain the Requisite Stockholder Vote. Each Purchaser shall vote all shares of Common Stock held by such Purchaser as of the record date for such meeting in favor of the approval and adoption of the Charter Amendment and the Exchange Approval. Neither the Board of Directors nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to a Purchaser, the Company Recommendations or take any action, or make any public statement, filing or release inconsistent with the Company Recommendations. The Company shall adjourn or postpone the Stockholders’ Meeting, if, as of the time for which such meeting is originally scheduled there are insufficient shares of Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting. The Company shall also adjourn or postpone the Stockholders’ Meeting, if on the date of the Stockholders’ Meeting the Company has not received proxies representing a sufficient number of shares of Common Stock necessary to obtain the Requisite Stockholder Vote and, following such adjournment or postponement, the Company shall solicit proxies representing a sufficient number of shares of Common Stock necessary to obtain the Requisite Stockholder Vote. Following the first of either such adjournment or postponement, if requested by a Purchaser, the Company shall retain a proxy solicitor reasonably acceptable to, and on terms reasonably acceptable to, each Purchaser in connection with obtaining the Requisite Stockholder Vote. After obtaining the Requisite Stockholder Vote, the Company shall as promptly as reasonably practical, file the Charter Amendment with the Delaware Secretary of State, as required by applicable Law to be set forth Law, and provide the Purchasers a certificate from the Delaware Secretary of State evidencing that the Charter Amendment is in an amendment of, or a supplement to, full force and effect. (d) To the Information Statement. In such caseextent permitted by applicable Law, the parties shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent, waiver, approval or authorization is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any such required approval, consent or authorization will cooperate not be obtained or that the receipt of such approval, consent or authorization will be materially delayed or conditioned. (e) Each party shall execute and deliver after the Closing, such further certificates, agreements, instruments and other documents and take such other actions as the other party may reasonably request, in each case, to consummate, implement or evidence the Investment or the Charter Amendment. (f) If the Requisite Stockholder Vote is not obtained by the date that is the 180th day after the Closing Date, the Company and the Purchasers shall use reasonable best efforts to, as promptly prepare as reasonably practicable, agree upon a form of warrant on the terms described on Exhibit F, and file such amendment or supplement with if the SEC Requisite Stockholder Vote is not obtained by the date that is the 210th day after the Closing Date, the Company shall issue to the extent required by applicable Law and will mail Purchasers on such amendment or supplement to PDN’s stockholders to date warrants on the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its stockholders under applicable Law.terms described on Exhibit F.

Filings; Other Actions. Each Subject to the terms and conditions of NAPWthis Agreement, PDN the Purchaser and Merger Sub shall the Company will cooperate and consult with the others and use reasonable best efforts to take prepare and file all necessary documentation to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, waivers, orders, approvals, clearances and authorizations of, or cause any exemption (collectively, “Approvals”) by all United States or foreign governmental or regulatory agency, commission, court, body, entity or authority (“Governmental Entities”) and any third parties necessary or advisable to consummate the transactions contemplated by this Agreement; provided that the obligation set forth in this sentence shall not be taken such deemed to have been breached as a result of actions as may be required to be taken under by the Securities ActCompany or its Subsidiaries permitted by Section 4.8. In particular, the Exchange ActPurchaser and the Company will use their best efforts to obtain, and will use their best efforts to help the others obtain, as promptly as practicable, all other approvals, authorizations, consents, waivers, clearances, expirations or terminations of waiting periods or exemptions required from all necessary Governmental Entities and any third parties for the transactions contemplated by the Transactions Documents. The Purchaser and the Company will have the right to review in advance and to the extent practicable each will consult with the others, in each case subject to applicable Laws relating to exchange of information, with respect to all information relating to the parties, and any of their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any other federal securities Laws, third party or any applicable state securities or “blue sky” Laws and any stock exchange requirements Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Without limiting In exercising the foregoingforegoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable after the date of this Agreement, the parties hereto shall prepare and cause to be filed with the SEC the Information Statement; provided, however, that prior to the filing of the Information Statement, PDN shall consult with NAPW with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to cause the Information Statement to be mailed to PDN’s stockholders as promptly as reasonably practicable after the date on which the Information Statement is cleared by the SEC. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN shall notify NAPW of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Information Statement or for additional information, and will promptly supply to NAPW and its counsel copies of all correspondence between PDN or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Information Statementpracticable. Each of NAPW, PDN and Merger Sub shall use reasonable best efforts party hereto agrees to resolve all SEC comments with respect to the Information Statement and any other required filings as promptly as practicable after receipt thereof. Each of NAPW, PDN and Merger Sub agree to correct any information provided by it for use in the Information Statement which shall have become false or misleading in any material respect. NAPW will promptly notify PDN if at any time prior to the Closing any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Information Statement. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to PDN’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify keep the other parties apprised of the status of matters relating to completion of the transactions contemplated hereby. The Purchaser and the Company shall promptly furnish each other with copies of written communications received by them or their Subsidiaries from, or delivered by any matters of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement or by the other Transaction Documents. Each party shall execute and deliver such further certificates, agreements and other documents and take such other actions as the other party may reasonably request to the extent that its board of directors consummate or any committee thereof determines in good faith, after consultation with its outside legal counsel, that implement such transactions or to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its stockholders under applicable Lawevidence such events or matters.

Filings; Other Actions. (a) CapGen, on the one hand, and the Company, on the other hand, will cooperate and consult with the others and use commercially reasonable efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, necessary or advisable to consummate the transactions contemplated by the Transaction Documents, and to perform the covenants contemplated by the Transaction Documents, in each case required by it. Each of NAPWthe parties hereto shall execute and deliver both before and after the Closing such further certificates, PDN agreements and Merger Sub shall other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters. CapGen and the Company will each use their commercially reasonable best efforts to take promptly obtain or cause to be taken such actions submit, and the Company and CapGen will cooperate as may reasonably be required requested by CapGen or the Company, as the case may be, to be taken under help CapGen and the Securities ActCompany promptly obtain or submit, as the case may be, as promptly as practicable, the Exchange Actapprovals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by Law, consents, approvals or exemptions from bank regulatory authorities, for the transactions contemplated by the Transaction Documents (in each case to the extent it has not done so prior to the date of this Agreement). CapGen and the Company will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to Laws relating to the exchange of information and confidential information related to CapGen, all the information (other federal securities Lawsthan confidential information) relating to such other parties, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any applicable state securities third party or “blue sky” Laws and any stock exchange requirements Governmental Entity in connection with the Merger and the other transactions to which it will be party contemplated by this Agreement. Without limiting In exercising the foregoingforegoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each of the parties hereto agrees to keep the other parties apprised of the status of matters referred to in this Section 3.4. Each of CapGen and the Company shall promptly furnish the other with copies of written communications received by it or its Affiliates from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by the Transaction Documents; provided, that the party delivering any such document may redact any confidential information contained therein. (b) The Company shall call a meeting of its stockholders, to be held as promptly as practical after the date hereof, and in no event later than October 28, 2010, to vote on (1) proposals to amend the Series A Preferred Stock and the Series B Preferred Stock (the “Preferred Stock Proposals”) pursuant to the Articles of Amendment attached hereto as Exhibit F (the “Preferred Stock Articles of Amendment”) and (2) proposals to amend the Articles of Incorporation (A) to increase the number of authorized shares of Common Stock to at least 1,000,000,000 shares or such larger number as the Board of Directors determines in its reasonable judgment is necessary to effectuate the transactions contemplated by the Transaction Documents and (B) to effectuate a reverse stock split of shares of the Common Stock to comply with NASDAQ listing requirements and (3) proposals to approve the issuance of the Common Shares pursuant to this Agreement, the Anchor Investment Agreement, the other Transaction Documents, the Investment, the Other Private Placements, the TARP Exchange, the Exchange Offers and the Rights Offering (including the backstop commitments), pursuant to the applicable NASDAQ Marketplace Rules (the stockholder proposals described in clauses (2) and (3), the “General Stockholder Proposals”). The Board of Directors shall unanimously recommend to the Company’s stockholders that such stockholders approve the General Stockholder Proposals and, if applicable, the Preferred Stock Proposals and shall take all other actions necessary to adopt such proposals if approved by the stockholders of the Company. In connection with each of the meetings at which such proposals will be voted on, the Company shall promptly prepare (and CapGen shall reasonably cooperate with the Company to prepare) and file with the SEC a preliminary proxy statement, shall use its reasonable best efforts to solicit proxies for such stockholder approval and shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause a definitive proxy statement related to such stockholders’ meeting to be mailed to the Company’s stockholders as promptly as practicable after the date of this Agreement, the parties hereto shall prepare and cause to be filed with the SEC the Information Statement; provided, however, that prior to the filing of the Information Statement, PDN shall consult with NAPW with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to cause the Information Statement to be mailed to PDN’s stockholders as promptly as reasonably practicable after the date on which the Information Statement is cleared clearance thereof by the SEC. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN The Company shall notify NAPW CapGen and the Anchor Investors promptly of the receipt of any comments from the SEC or its staff with respect to the proxy statement and of any request from by the SEC or its staff for amendments or supplements to the Information Statement such proxy statement or for additional information, information and will promptly shall supply to NAPW CapGen and its counsel the Anchor Investors with copies of all correspondence between PDN the Company or any of its Representativesrepresentatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Information Statementsuch proxy statement. Each of NAPW, PDN and Merger Sub If at any time prior to such stockholders’ meeting there shall use reasonable best efforts occur any event that is required to resolve all SEC comments with respect be set forth in an amendment or supplement to the Information Statement and any other required filings proxy statement, the Company shall as promptly as practicable after receipt thereofprepare and mail or otherwise disseminate to its stockholders such an amendment or supplement. Each of NAPW, PDN CapGen and Merger Sub the Company agree promptly to correct any information provided by it or on its behalf for use in the Information Statement which proxy statement if and to the extent that such information shall have become false or misleading in any material respect. NAPW will , and the Company shall as promptly notify PDN if at any time prior to the Closing any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Information Statement. In such case, the parties will cooperate to promptly as practicable prepare and file such mail or otherwise disseminate to its stockholders an amendment or supplement with the SEC to correct such information to the extent required by applicable Law Laws. The Company shall consult with CapGen and will mail such the Anchor Investors prior to mailing any proxy statement, or any amendment or supplement to PDN’s stockholders to thereto, and provide CapGen and the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult Anchor Investors with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding The recommendation made by the forgoing, no party Board of Directors described in this Section 3.4(b) shall have any obligation to notify be included in the other parties proxy statement filed in connection with obtaining such stockholder approval. Upon approval and adoption of any matters to of the extent that its board General Stockholder Proposals and Preferred Stock Proposals, if applicable, the Company shall promptly file the General Articles of directors or any committee thereof determines in good faithAmendment and the Preferred Stock Articles of Amendment, after consultation with its outside legal counselas applicable, that to do so would be inconsistent with the directors’ exercise Commonwealth of their fiduciary obligations Virginia State Corporation Commission. (c) In the event that the approval of any of the Stockholder Proposals described in this Section 3.4 is not obtained at such stockholders meeting, the Company shall include a proposal to approve (and the Board of Directors shall unanimously recommend approval of) each such proposal at a meeting of its stockholders under applicable Lawno less than once in each subsequent sixty-day period beginning on the day following such initial stockholders meeting until all such approvals are obtained or made. (d) The Company shall amend the Articles of Incorporation to reduce the par value per share of Common Stock to a nominal amount, which shall be less than the Purchase Price divided by the number of Common Shares to be purchased by CapGen hereunder, and the Company shall file Articles of Amendment reflecting such new par value per share of Common Stock.

Filings; Other Actions. Each During the period commencing on the date hereof and terminating on the earlier to occur of NAPW, PDN (a) the Closing and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under (b) the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements termination of this Agreement in connection accordance with the Merger and provisions hereof (the other transactions contemplated by this Agreement. Without limiting the foregoing“Pre-Closing Period”), as promptly as practicable after the date of this Agreement, the parties hereto shall prepare and cause to be filed with the SEC the Information Statement; provided, however, that prior to the filing each of the Information Statement, PDN shall consult with NAPW with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to cause the Information Statement to be mailed to PDN’s stockholders as promptly as reasonably practicable after the date on which the Information Statement is cleared by the SEC. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN shall notify NAPW of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Information Statement or for additional information, and will promptly supply to NAPW and its counsel copies of all correspondence between PDN or its RepresentativesPurchaser, on the one hand, and the SEC or members of its staffCompany, on the other hand, will cooperate and consult with respect to the Information Statement. Each of NAPW, PDN other and Merger Sub shall use reasonable best efforts to resolve prepare and file all SEC comments necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, and the expiration or termination of any applicable waiting period, necessary or advisable to consummate the transactions contemplated by this Agreement, and to perform the covenants contemplated by this Agreement. Each party shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters. In particular, if required, the Purchaser and the Company shall use all reasonable best efforts to prepare and submit (i) a Notification and Report Form pursuant to the Xxxx-Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), as promptly as practicable following the date hereof (and in any event within ten (10) business days of the date hereof) and (ii) all necessary documentation to effect any approvals or terminations of waiting periods, if required, under any foreign antitrust, competition or similar laws as promptly as practicable following the date hereof, in each case with respect to the Information Statement transactions contemplated hereby, including the issuance of Class A Common Stock. The Purchaser and the Company will use, and will use reasonable best efforts to cause their respective Affiliates to use, reasonable best efforts to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, and the expiration or termination of any applicable waiting period, necessary or advisable to consummate the transactions contemplated by this Agreement, and to perform the covenants contemplated by this Agreement. The Purchaser and the Company will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, all the information relating to such other party, and any other required filings of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement or the Merger Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable after receipt thereofpracticable. Each of NAPW, PDN and Merger Sub The parties hereto agree to correct any information provided by it for use in the Information Statement which shall have become false or misleading in any material respect. NAPW that they will promptly notify PDN if at any time prior consult with each other with respect to the Closing obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement or the Merger Agreement, and each party will keep the other party apprised promptly of the status of filings and applications, including communications with Governmental Entities that cause such party to believe that there is a reasonable likelihood that any event should occur which is required by applicable Law to be set forth in an amendment necessary permits, consents, orders, approvals and authorizations of, or a supplement toany exemption by, all third parties and Governmental Entities, and the Information Statementexpiration or termination of any applicable waiting period, necessary or advisable to consummate the transactions contemplated by this Agreement and by the Merger Agreement, and to perform the covenants contemplated by this Agreement will not be obtained or that the receipt of any such approval will be delayed, and all other matters relating to completion of the transactions contemplated hereby. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to PDN’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each Each party shall consult with each the other party in advance of any meeting or conference with any Governmental Entity in respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereonof the transactions contemplated by this Agreement. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters anything to the extent that its board contrary in this Agreement, none of directors the Purchaser or any committee thereof determines of its Affiliates shall be required to accept any onerous condition or mitigation measure imposed upon it that would materially and adversely affect it or its interest in good faiththe transactions contemplated by this Agreement, after consultation including to commit to or effect, by consent decree, hold separate orders, or otherwise, the restructuring, reorganization, sale, divestiture or disposition of such of its or any of its Affiliates’ or portfolio companies’ assets, properties or businesses, or accept any prohibition or limitation on the ownership or operation of, or any arrangement that would apply to, any of its or any of its Affiliates’ or portfolio companies’ assets, properties or businesses. The Company acknowledges and agrees that (x) the Purchaser may not be able to provide certain information regarding and documentation from its ultimate shareholder (being the Singapore Minister for Finance) that may be requested by a Governmental Entity in connection with its outside legal counselseeking, that making and/or obtaining the applications, notices, petitions, filings, permits, consents, orders, approvals and authorizations contemplated by this Section 3.1 and (y) any failure to do so would provide any such requested information shall not be inconsistent with a breach of this Section 3.1 by the directors’ exercise of their fiduciary obligations to its stockholders under applicable LawPurchaser.

Filings; Other Actions. (a) Each of NAPWInvestor on the one hand, PDN and Merger Sub shall the Company, on the other hand, will cooperate and consult with the other and use reasonable best efforts to take prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or cause any exemption by, all Governmental Entities, and the expiration or termination of any applicable waiting periods, necessary or advisable to be taken such actions as may consummate the transactions contemplated by this Agreement, and to perform the covenants contemplated by this Agreement. Each of the Investors and the Company shall use commercially reasonable efforts and cooperate with one another with a view to obtaining the consents or approvals of any third parties (other than Governmental Entities) necessary or advisable to consummate the transactions contemplated hereby, provided that neither party shall be required to be taken pay any fees or consideration to any person in order to obtain any such third party consents or approvals. Each party shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters. In particular, if applicable, the parties hereto will use their reasonable best efforts to promptly obtain or submit the approvals and authorizations of, filings and registrations with, and notifications to, or expiration or termination of any applicable waiting period, under the Securities Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or applicable competition or merger control laws of other jurisdictions. Without limiting the foregoing, if applicable, the Exchange ActCompany and each Investor shall prepare and file a Notification and Report Form pursuant to the HSR Act promptly after the date of this Agreement. Each Investor and the Company will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, all the information relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any other federal securities Laws, third party or any applicable state securities or “blue sky” Laws and any stock exchange requirements Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Without limiting In exercising the foregoingforegoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters referred to in this Section 3.1(a). Each Investor and the Company shall promptly furnish the other with copies of written communications received by it or its Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement (other than any portions thereof that relate to confidential supervisory matters). (b) The Company shall call the Shareholders’ Meeting as promptly as practicable following the date hereof, to vote on the Shareholder Proposal. Subject to Section 3.1(e), the Board of Directors shall recommend to the Company’s shareholders that such shareholders vote in favor of the Shareholder Proposal (the “Board Recommendation”). In connection with such meeting, the Company shall, as promptly as practicable after practicable, prepare (and the date of this Agreement, Investors will reasonably cooperate with the parties hereto shall prepare Company to prepare) and cause to be filed file with the SEC the Information Statement; provideda preliminary proxy statement, however, that prior to the filing of the Information Statement, PDN shall consult with NAPW with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause the Information Statement a definitive proxy statement related to such Shareholders’ Meeting to be mailed to PDNthe Company’s stockholders as promptly as reasonably practicable shareholders not more than five business days after the date on which the Information Statement is cleared clearance thereof by the SEC, and, subject to Section 3.1(e), shall use its reasonable best efforts to solicit proxies for such shareholder approval. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN The Company shall notify NAPW each Investor promptly of the receipt of any comments from the SEC or its staff and of any request from by the SEC or its staff for amendments or supplements to the Information Statement such proxy statement or for additional information, information and will promptly supply to NAPW and its counsel each Investor with copies of all correspondence between PDN the Company or any of its Representativesrepresentatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to such proxy statement. If at any time prior to such Shareholders’ Meeting there shall occur any event that is required to be set forth in an amendment or supplement to the Information Statementproxy statement, the Company shall as promptly as reasonably practicable prepare and mail to its shareholders such an amendment or supplement and the Investors shall cooperate with the Company in taking such actions. Each of NAPW, PDN the Investors and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Information Statement and any other required filings as Company agree promptly as practicable after receipt thereof. Each of NAPW, PDN and Merger Sub agree to correct any information provided by it or on its behalf for use in the Information Statement which proxy statement if and to the extent that such information shall have become false or misleading in any material respect. NAPW will , and the Company shall as promptly notify PDN if at any time prior to the Closing any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Information Statement. In such case, the parties will cooperate to promptly as reasonably practicable prepare and file such mail to its shareholders an amendment or supplement with the SEC to correct such information to the extent required by applicable Law laws and will mail such regulations. The Company shall consult with the Investors prior to filing any proxy statement or any amendment or supplement to PDN’s stockholders to the extent required by applicable Law; providedthereto, however, that prior to such filing, and provide each party shall consult Investor with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives a reasonable opportunity to comment thereon. (c) Each of the Investors, on the one hand, and the Company, on the other hand, agrees, upon request, to furnish the other party with all information concerning itself, its Affiliates, directors, officers, partners and shareholders and such other matters as may be reasonably necessary or advisable in connection with the proxy statement in connection with any such Shareholders’ Meeting and any other statement, filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Entity in connection with the Closing and the other transactions contemplated by this Agreement. (d) The Company agrees that (i) it and its executive officers and directors shall not, (ii) its Subsidiaries and its Subsidiaries’ executive officers and directors shall not and (iii) it shall use reasonable best efforts to ensure that its and its Subsidiaries’ investment bankers, attorneys, accountants, agents and other representatives (“Representatives“) shall not, (A) directly or indirectly, initiate, solicit or knowingly encourage or facilitate any inquiries, discussions, offers or requests that constitute, or may reasonably be expected to constitute, an Acquisition Proposal, (B) directly or indirectly, engage in any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, any person relating to an Acquisition Proposal or (C) approve, endorse, recommend or enter into any agreement or any letter of intent or agreement in principle with respect to any Acquisition Proposal (other than a confidentiality agreement as contemplated below). The Company agrees that it will, and it will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any persons conducted heretofore with respect to any Acquisition Proposal. Notwithstanding any of the forgoingforegoing, no party prior to obtaining the Company Requisite Vote, nothing contained in this Agreement shall have prevent the Company or the Board of Directors (acting through the special committee or otherwise) from furnishing information to, or engaging in negotiations or discussions with, any obligation person in connection with an unsolicited Acquisition Proposal by such person, if prior to notify taking such action (w) the other parties Board of any matters to Directors (acting through the extent that its board of directors special committee or any committee thereof otherwise) determines in good faith, faith (after consultation with its outside legal counsel) that such Acquisition Proposal is, that or could reasonably be expected to do so result in, a Superior Proposal, (x) the failure to take such actions would be inconsistent with its fiduciary duties under applicable law, (y) the directors’ exercise Company receives from such person an executed confidentiality agreement with terms no less favorable in the aggregate than the Confidentiality Agreement, and (z) prior to taking such action, the Company provides written notice to the Investors of their fiduciary obligations such matter (which notice shall identify the person who has made the Acquisition Proposal and the material terms, if any, of such Acquisition Proposal). Nothing in this Section 3.1 shall prohibit the Company from taking and disclosing to its stockholders shareholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to shareholders in connection with the making or amendment of a tender or exchange offer) or from making any disclosure to the Company’s shareholders, if the Board of Directors determines in good faith that failure to take such actions would be inconsistent with its fiduciary duties to the shareholders of the Company under applicable Lawlaw. (e) Except as set forth in this Section 3.1(e), neither the Board of Directors of the Company nor any committee thereof shall (i) withdraw or modify, or publicly propose to withdraw or modify, in a manner adverse to the Investors, the Board Recommendation, (ii) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal or Acquisition Proposal Documentation (as defined below) (any action described in clauses (i) and (ii) of this Section 3.1(e), a “Change of Recommendation”) or (iii) execute (or allow the Company or any of its Subsidiaries to execute) any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting an Acquisition Proposal (other than a confidentiality agreement pursuant to Section 3.1(d)) (any such documentation “Acquisition Proposal Documentation”). Notwithstanding the foregoing or any other provision of this Section 3.1 to the contrary, if, at any time prior to obtaining the Company Requisite Vote, the Company’s Board of Directors determines, in response to an Acquisition Proposal that was unsolicited and that did not otherwise result from a breach of Section 3.1(d), that such Acquisition Proposal is a Superior Proposal, (A) the Company may terminate this Agreement in accordance with Section 5.1(g) to concurrently enter into a definitive agreement with respect to such Superior Proposal and (B) its Board of Directors may approve or recommend such Superior Proposal to its shareholders. Notwithstanding any of the foregoing, at any time prior to obtaining the Company Requisite Vote, the Board of Directors shall be permitted to make a Change of Recommendation described in clause (i) of such definition in the event that (a) the Board of Directors, acting in good faith after consultation with outside counsel to the Company, determines that the failure to take such action would be inconsistent with its fiduciary duties under applicable law and (b) the Company has provided the Investors with at least three business days’ prior notice of the Change of Recommendation; provided that, unless the Equity Investment Agreement is terminated by the Equity Investor or this Agreement is terminated pursuant to Section 5.1(i), the obligation of the Company to call, give notice of, convene and hold the Shareholders’ Meeting as promptly as practicable after the date of this Agreement shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission to it of any Acquisition Proposal or by such a Change of Recommendation. (f) From and after the date hereof, (1) the Company and each of the Investors will use their reasonable best efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable, so as to permit the consummation of the sale of Purchased Securities to the Investors as promptly as practicable and otherwise to enable consummation of the transactions contemplated hereby subject to the terms and conditions hereof; (2) the Company will use its reasonable best efforts in good faith to, take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable, so as to permit the consummation of the sale of Equity Investor’s Purchased Securities to the Equity Investor and the Recapitalization as promptly as practicable and otherwise to enable consummation of the transactions contemplated hereby subject to the terms and conditions hereof and the Equity Investment Agreement; and (3) the Company will use its reasonable best efforts in good faith to consummate the sale of all insurance policies of the Company set forth in Section 3.1(f) of the Disclosure Schedule prior to the Closing Date on terms reasonably acceptable to the Investors (the “Life Insurance Policy Sale”).

Filings; Other Actions. (a) Each of NAPW, PDN the Investor and Merger Sub shall the Company will cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, and expiration or termination of any applicable waiting periods, necessary or advisable to consummate the transactions contemplated by this Agreement and the other Transaction Documents, to perform covenants contemplated by this Agreement and the other Transaction Documents (including regarding termination of the Voting Trust Agreement). Each party shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other party may reasonably request to consummate or implement such transactions or to evidence such events or matters. In particular, the Investor will use its reasonable best efforts to promptly obtain, and the Company will cooperate as may reasonably be requested by the Investor to help the Investor promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, filings and registrations with, and notifications to, or expiration or termination of any applicable waiting period, under the HSR Act or competition or merger control laws of other jurisdictions, all notices to and, to the extent required by any Regulators or by applicable law or regulation, consents, approvals or exemptions from the Regulators, including the Insurance Regulatory Approvals and any post-closing regulatory approvals for the transactions contemplated by the Transaction Documents, the Closing, the Rights Offering Closing and the exercise of any of the Warrants, including, (1) prior to the Closing, any approvals or expiration or termination of any applicable waiting period under the HSR Act or competition or merger control laws of other jurisdictions and Insurance Regulatory Approvals (other than post-closing regulatory approvals) or other approvals required prior to the Closing, and (2) after the Closing, the post-closing regulatory approvals. In addition, after the Closing, the Company shall use its reasonable best efforts to take any other actions that are necessary for the termination of the Voting Trust Agreement and the transfer of the Common Stock then held by the voting trust to the Investor, and Investor will, and will cause to be taken such actions its Affiliates to, cooperate with the Company as may be required reasonably requested by the Company. Notwithstanding anything to the contrary in this Agreement, neither Investor nor its Affiliates shall be taken under obligated to (i) take or proffer to take any action that would prevent, limit or impede the Securities Actoperation of Section 4.4 of this Agreement or (ii) make, or offer to make any divestiture of, or otherwise limit Investor’s or its Affiliates’ freedom of action with respect to, Investor’s or its Affiliates’ other assets or businesses presently owned or hereafter acquired. Each of the Exchange ActInvestor and the Company will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to all the information relating to the other party, and any of their respective subsidiaries, which appears in any filing made with, or written materials submitted to, any other federal securities Laws, third party or any applicable state securities or “blue sky” Laws and any stock exchange requirements Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Without limiting In exercising the foregoingforegoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable after practicable. Each party hereto agrees to keep the date other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor and the Company shall promptly furnish each other with copies of written communications received by them or their subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this AgreementAgreement or by the other Transaction Documents, other than any communications received by the Investor from, or delivered by the Investor to, the parties hereto IRS (and other than in respect of information filed or otherwise submitted confidentially to any such Governmental Entity). (b) At the regularly scheduled 2008 annual meeting of the Company’s stockholders, unless this Agreement has been terminated pursuant to Section 5.1, the Company shall prepare and cause include a proposal to obtain the approvals necessary to permit the B-Warrant to be filed exercised for Common Stock, which meeting shall be the next annual meeting of the Company for the purpose of obtaining such approval. The Board of Directors shall unanimously recommend to the Company’s stockholders that such stockholders approve the actions with respect to the B-Warrant referenced above. In connection with such meeting, the Company shall promptly prepare (and the Investor will reasonably cooperate with the Company to prepare) and file with the SEC the Information Statement; provideda preliminary proxy statement, however, that prior to the filing of the Information Statement, PDN shall consult with NAPW with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use its reasonable best efforts to solicit proxies for such stockholder approval and shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause the Information Statement a definitive proxy statement related to such stockholders’ meeting to be mailed to PDNthe Company’s stockholders as promptly as reasonably practicable after the date on which the Information Statement is cleared by the SECstockholders. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN The Company shall notify NAPW the Investor promptly of the receipt of any comments from the SEC or its staff and of any request from by the SEC or its staff for amendments or supplements to the Information Statement such proxy statement or for additional information, information and will promptly supply to NAPW and its counsel the Investor with copies of all correspondence between PDN the Company or any of its Representativesrepresentatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Information Statementsuch proxy statement. Each of NAPW, PDN and Merger Sub If at any time prior to such stockholders’ meeting there shall use reasonable best efforts occur any event that is required to resolve all SEC comments with respect be set forth in an amendment or supplement to the Information Statement and any other required filings proxy statement, the Company shall as promptly as practicable after receipt thereofprepare and mail to its stockholders such an amendment or supplement. Each of NAPW, PDN the Investor and Merger Sub agree the Company agrees promptly to correct any information provided by it or on its behalf for use in the Information Statement which proxy statement if and to the extent that such information shall have become false or misleading in any material respect. NAPW will , and the Company shall as promptly notify PDN if at any time prior to the Closing any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Information Statement. In such case, the parties will cooperate to promptly as practicable prepare and file such mail to its stockholders an amendment or supplement with the SEC to correct such information to the extent required by applicable Law laws and will mail such regulations. The Company shall consult with the Investor prior to mailing any proxy statement, or any amendment or supplement thereto, to PDN’s which the Investor reasonably objects. The directors’ recommendation described in this Section 4.14 shall be included in the proxy statement filed in connection with obtaining such stockholder approval. In the event that the approvals necessary to permit the B-Warrant to be exercised for Common Stock are not obtained at the 2008 annual meeting, the Company shall include a proposal to approve (and, the Board of Directors will unanimously recommend approval of) such issuance at a meeting of its stockholders no less than once per each annual period until such approval is obtained. (c) Each party agrees, upon request, to furnish the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect all information concerning itself, its subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the proxy statement in connection with such stockholders meeting and any other statement, filing, notice or application made by or on behalf of such other party or any of its subsidiaries to such amendment or supplement any Governmental Entity in connection with the Closing, the Rights Offering Closing and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to transactions contemplated by the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its stockholders under applicable LawTransaction Documents.

Filings; Other Actions. (a) The Company shall as soon as practicable after the date hereof prepare and file with the SEC the Information Statement and the Parent Companies shall prepare and file with the SEC the Registration Statement, in which the Information Statement will be included as a prospectus. Each of NAPW, PDN Parent and Merger Sub the Company shall use all reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. As promptly as practicable after the Registration Statement shall have become effective, the Company shall mail the Information Statement to its shareholders (the date of such mailing to any of such shareholders being hereinafter called the "Mailing Date"). Parent shall also take or cause any action (other than qualifying to be taken such actions as may be do business in any jurisdiction in which it is currently not so qualified) required to be taken under the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements laws in connection with the issuance of Units in the Merger and upon the exercise of the Substitute Options (as hereinafter defined), and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may reasonably be requested in connection with any such action, including information relating to the number of Units required to be registered. (b) Each party hereto agrees, subject to applicable laws relating to the exchange of information, promptly to furnish the other parties hereto with copies of written communications (and memoranda setting forth the substance of all oral communications) received by such party, or any of its subsidiaries, affiliates or associates (as such terms are defined in Rule 12b-2 under the Exchange Act as in effect on the date hereof), from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by hereby. (c) Each of the Company and Parent will promptly, and in any event within twenty business days after execution and delivery of this Agreement, make all filings or submissions as are required under the HSR Act. Each of the Company and Parent will promptly furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submissions necessary under the HSR Act. Without limiting the generality of the foregoing, as promptly as practicable after the date of this Agreement, the parties hereto shall prepare and cause to be filed with the SEC the Information Statement; provided, however, that prior to the filing each of the Information Statement, PDN shall consult Company and Parent will promptly notify the other of the receipt and content of any inquiries or requests for additional information made by any Governmental Entity in connection therewith and will promptly (i) comply with NAPW any such inquiry or request and (ii) provide the other with a description of the information provided to any Governmental Entity with respect to any such filings inquiry or request. In addition, each of the Company and shall afford NAPW and its Representatives reasonable opportunity to comment thereonParent will keep the other apprised of the status of any such inquiry or request. The parties hereto foregoing shall use reasonable best efforts not require Parent or the Company to cause the Information Statement make any divestiture or consent to be mailed any divestiture in order to PDN’s stockholders as promptly as reasonably practicable after the date on which the Information Statement is cleared by the SEC. NAPW shall provide PDN with fulfill any information for inclusion condition or obtain any consent to any divestiture in the Information Statement that may be required under applicable Law order to fulfill any condition or that is reasonably requested by PDN. PDN shall notify NAPW of the receipt of comments from the SEC and of obtain any request from the SEC for amendments consent, authorization or supplements approval or to the Information Statement appeal an injunction or for additional information, and will promptly supply to NAPW and its counsel copies of all correspondence between PDN or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Information Statement. Each of NAPW, PDN and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Information Statement and any other required filings as promptly as practicable after receipt thereof. Each of NAPW, PDN and Merger Sub agree to correct any information provided by it for use in the Information Statement which shall have become false or misleading in any material respect. NAPW will promptly notify PDN if at any time prior to the Closing any event should occur which is required by applicable Law to be set forth in an amendment oforder, or to post a supplement to, the Information Statement. In bond in respect of such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to PDN’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its stockholders under applicable Lawappeal.

Filings; Other Actions. Each of NAPW, PDN (a) The Purchaser and Merger Sub the Company shall use all reasonable best efforts to take obtain or cause to be taken such actions submit, as the case may be required to be taken be, as promptly as practicable following the date hereof, the approvals and authorizations of, filings and registrations with, and notifications to, or expiration or termination of any applicable waiting period, under the Securities ActHSR Act and other applicable Antitrust Laws (the “Antitrust Approval”). Notwithstanding anything in this Agreement to the contrary, nothing in this Section 4.6 shall require or obligate the Sponsor and its respective Affiliates and any investment funds or investment vehicles affiliated with, or managed or advised by, the Exchange ActSponsor or any portfolio company (as such term is commonly understood in the private equity industry) or investment of the Sponsor or of any such investment fund or investment vehicle to propose, negotiation, commit to, or effect, by consent decree, holder separate order, or otherwise, the sale, divestiture, transfer, license, disposition, or hold separate (through the establishment of a trust or otherwise) of such assets, properties, or businesses of the Sponsor or any of its respective Affiliates, Subsidiaries, investment funds, or portfolio companies, in order to avoid the entry of any decree, judgment, injunction (permanent or preliminary), or any other federal securities Lawsorder that would make the transactions contemplated by this Agreement unlawful or would otherwise materially delay or prevent the consummation of the transactions contemplated hereby. Without limiting the foregoing, any applicable state securities or “blue sky” Laws the Purchaser and any stock exchange requirements the Company shall each prepare and file within ten (10) business days after the date hereof a required Notification and Report Form pursuant to the HSR Act in connection with the Merger and the other transactions contemplated by this Agreement. Without limiting the foregoing, as promptly as practicable after the date of this AgreementIn connection with such undertakings, the parties hereto shall prepare and cause to be filed with the SEC the Information Statement; provided, however, that prior to the filing of the Information Statement, PDN shall consult with NAPW with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to cause the Information Statement to be mailed to PDN’s stockholders as promptly as reasonably practicable after the date on which the Information Statement is cleared by the SEC. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN shall notify NAPW of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Information Statement or for additional information, and will promptly supply to NAPW and its counsel copies of all correspondence between PDN or its RepresentativesPurchaser, on the one hand, and the SEC or members of its staffCompany, on the other hand, will cooperate and consult with respect to the Information Statement. Each of NAPW, PDN other and Merger Sub shall use reasonable best efforts to resolve prepare and file all SEC comments with respect necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, necessary or advisable to consummate the transactions contemplated by this Agreement, including obtaining the Antitrust Approval. The Purchaser and the Company shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other party may reasonably request to consummate or implement such transactions or to evidence such events or matters. (b) The Purchaser and the Company will have the right to review in advance, and to the Information Statement extent practicable, each will consult with the other, in each case, subject to applicable laws relating to the exchange of information, all the material information required for or which appears in any application or other filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, including obtaining the Antitrust Approval. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and any other required filings as promptly as practicable after receipt thereofpracticable. Each party hereto agrees to keep the other party apprised of NAPWthe status of matters referred to in this Section 4.6, PDN and Merger Sub agree to correct any information provided by it for use in the Information Statement which shall have become false or misleading in any material respect. NAPW will promptly notify PDN if at the other party of any time prior to the Closing any event should occur which is required communication received by applicable Law to be set forth in an amendment ofsuch party from, or a supplement given by such party to, any U.S. or foreign Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case in respect of the Information Statementtransactions contemplated by this Agreement, including obtaining the Antitrust Approval. In such caseThe Purchaser shall promptly furnish the Company, and the parties will cooperate to Company shall promptly prepare and file such amendment or supplement with the SEC furnish each Purchaser, to the extent required permitted by applicable Law and will mail such amendment law, with copies of written communications received by it or supplement to PDN’s stockholders to its Subsidiaries from any Governmental Entity in respect of the extent required transactions contemplated by applicable Law; this Agreement, including obtaining the Antitrust Approval; provided, howeverfurther, that prior materials may be redacted (x) to such filingremove references concerning the valuation of the Company, each party shall consult (y) as necessary to comply with each contractual arrangements, and (z) as necessary to address reasonable attorney-client or other party with respect to such amendment privilege or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoingconfidentiality concerns, no party shall have any obligation to notify the other parties of any matters to the extent that its board that such attorney-client or other privilege or confidentiality concerns are not governed by a common interest privilege or doctrine. Neither the Purchaser nor the Company shall participate in any substantive meeting with any Governmental Entity in respect of directors or any committee thereof determines in good faiththe transactions contemplated by this Agreement, after consultation with its outside legal counsel, that to do so would be inconsistent including obtaining the Antitrust Approval unless it consults with the directors’ exercise of their fiduciary obligations other party in advance and, to its stockholders under applicable Lawthe extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate therein or thereat.

Filings; Other Actions. (a) The Company shall as soon as practicable after the date hereof prepare and file with the SEC the Proxy Statement/Prospectus and Parent shall prepare and file with the SEC the Registration Statement, in which the Proxy Statement/Prospectus will be included as a prospectus. Each of NAPW, PDN Parent and Merger Sub the Company shall use all reasonable best efforts to take or cause to be taken such actions as may be required to be taken have the Registration Statement declared effective under the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement. Without limiting the foregoing, Act as promptly as practicable after such filing. As promptly as practicable after the Registration Statement shall have become effective, the Company shall mail the Proxy Statement/Prospectus to its shareholders (the date of this Agreementsuch mailing to any of such shareholders being hereinafter called the "Mailing Date"). Each party shall furnish all information concerning itself and the holders of its capital stock as may reasonably be requested in connection with any such action, including information relating to the number of shares of Parent Common Stock required to be registered. (b) Each party hereto agrees, subject to applicable laws relating to the exchange of information, promptly to furnish the other parties hereto shall prepare with copies of written communications (and cause memoranda setting forth the substance of all oral communications) received by such party, or any of its subsidiaries, affiliates or associates (as such terms are defined in Rule 12b-2 under the Exchange Act as in effect on the date hereof), from any Governmental Entity, and to be filed with promptly advise the SEC the Information Statement; provided, however, that prior to the filing other parties hereto of any proposed delivery of any of the Information Statement, PDN shall consult foregoing to any Governmental Entity and provide such other parties with NAPW with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts , in respect of the transactions contemplated hereby. (c) Each of the Company and Parent will promptly, and in any event within ten business days after execution and delivery of this Agreement with respect to cause the Information Statement to be mailed to PDN’s stockholders as promptly as reasonably practicable HSR Act, within seven calendar days after the date on which the Information Statement is cleared by the SEC. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN shall notify NAPW execution and delivery of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Information Statement or for additional information, and will promptly supply to NAPW and its counsel copies of all correspondence between PDN or its Representatives, on the one hand, and the SEC or members of its staff, on the other handthis Agreement, with respect to the Information Statement. Each of NAPW, PDN and EC Merger Sub shall use reasonable best efforts to resolve all SEC comments Regulation (unless a valid extension is obtained granting additional time with respect to the Information Statement EC Merger Regulation, and then within such extended period of time) and within the time required by all other applicable laws, rules and regulations, make all filings or submissions as are required under the HSR Act or the EC Merger Regulation or any other required filings as promptly as practicable after receipt thereofapplicable antitrust statute. Each of NAPW, PDN the Company and Parent will promptly furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submissions necessary under the HSR Act or the EC Merger Sub agree to correct Regulation or any information provided by it for use in other applicable antitrust statute. Each of the Information Statement which shall have become false or misleading in any material respect. NAPW Company and Parent will promptly notify PDN if at the other of the receipt and content of any time prior inquiries or requests for additional information made by any Governmental Entity in connection therewith and, subject to the Closing next sentence, will promptly (i) comply with any event should occur which is required by applicable Law such inquiry or request and (ii) provide the other with a description of the information provided to be set forth in an amendment of, or a supplement to, the Information Statement. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to PDN’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party any Governmental Entity with respect to any such amendment inquiry or supplement request. In addition, each of the Company and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify Parent will keep the other parties apprised of the status of any matters such inquiry or request. The foregoing shall not require (i) Parent or the Company to the extent that its board make any divestiture or consent to any divestiture in order to fulfill any condition or obtain any consent, authorization or approval or to appeal an injunction or order, or to post a bond in respect of directors such appeal or (ii) Parent to comply with any committee thereof determines in good faithrequest for additional information from any Governmental Entity, compliance with which would be, after consultation Parent's good faith efforts to negotiate with its outside legal counselsuch Governmental Entity the narrowing of the scope of such request, unduly burdensome or expensive (it being understood that to do so a "second request" for information from any Governmental Entity in connection with filings made under the HSR Act would not necessarily be inconsistent with the directors’ exercise of their fiduciary obligations to its stockholders under applicable Lawunduly burdensome or expensive).

Filings; Other Actions. (a) Each of NAPW, PDN the Investor and Merger Sub shall the Company will cooperate and consult with the other and use commercially reasonable best efforts to take prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or cause any exemption by, all third parties and Governmental Entities necessary or advisable to be taken such actions consummate the transactions contemplated by this Agreement. In particular, the Investor will use its commercially reasonable best efforts to obtain, and the Company will use its commercially reasonable best efforts to help the Investor obtain, as may be promptly as practicable, all approvals, authorizations, consents or exemptions from all necessary Governmental Entities, including the Federal Trade Commission and the Antitrust Division of the Department of Justice, for the transactions contemplated by the Transaction Documents, including, but not limited to, any approvals (and applicable waiting period) required to be taken under the Securities HSR Act. Each of the Investor and the Company will have the right to review in advance, and to the Exchange Actextent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to all the information relating to the other party, and any of their respective subsidiaries, which appears in any filing made with, or written materials submitted to, any other federal securities Laws, third party or any applicable state securities or “blue sky” Laws and any stock exchange requirements Governmental Entity in connection with the Merger transactions contemplated by this Agreement (including any proxy materials in connection with the Shareholder Approvals). In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the proxy statement in connection with the Meeting and any other statement, filing, notice or application made by or on behalf of such other party or any of its subsidiaries to any Governmental Entity in connection with the Purchase and the other transactions contemplated by this Agreement. Without limiting the foregoingTransaction Documents. (c) The Company agrees to use its commercially reasonable best efforts (i) to consummate the AHI Acquisition in accordance with the terms of the AHI Acquisition Agreement and not later than March 15, 2005 and (ii) to obtain, as promptly as practicable after the date consummation of this Agreementthe AHI Acquisition, the parties hereto shall prepare Shareholder Approvals. Without limiting the generality of the foregoing, the Board of Directors will continue to unanimously recommend that the shareholders of the Company approve, and cause to be filed with after the SEC consummation of the Information Statement; providedAHI Acquisition will call and hold a meeting of the stockholders of the Company (the "Meeting") seeking the approval of, howeverinter alia, that prior the matters subject to the filing Shareholder Approvals; provided that if the Shareholder Approvals are not received at the first Meeting, at least once per calendar year after such Meeting, the Company will use its commercially reasonable efforts to call and hold a meeting of the Information Statement, PDN shall consult with NAPW with respect stockholders of the Company in order to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to cause obtain the Information Statement to be mailed to PDN’s stockholders as promptly as reasonably practicable after Shareholder Approvals (it being agreed that the date on which the Information Statement is cleared by the SEC. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN shall notify NAPW proxy materials relating to the Annual Meeting of the receipt stockholders of comments from the SEC and of any request from Company which includes the SEC for amendments or supplements to the Information Statement or for additional information, and will promptly supply to NAPW and its counsel copies of all correspondence between PDN or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Information Statementpreceding recommendation shall satisfy this requirement). Each of NAPW, PDN and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Information Statement and any other required filings as promptly as practicable after receipt thereof. Each of NAPW, PDN and Merger Sub agree to correct any information provided by it for use The directors' recommendation described in the Information Statement which previous sentence shall have become false or misleading be included in any material respect. NAPW will promptly notify PDN if at any time prior to the Closing any event should occur which is required by applicable Law to be set forth proxy statement filed in an amendment of, or a supplement to, the Information Statement. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement connection with the SEC to Shareholder Approvals, except that the extent required by applicable Law and will mail Board of Directors may withdraw or modify such amendment or supplement to PDN’s stockholders to recommendation if the extent required by applicable Law; providedBoard of Directors determines, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that such action is required in order for the Board of Directors to do so would be inconsistent comply with the directors’ exercise of their fiduciary obligations duties to its stockholders the Company's shareholders under applicable Lawlaw. Notwithstanding the foregoing, the Company shall not be obligated to use its commercially reasonable best efforts to consummate the AHI Acquisition if the Company determines in good faith that an Acquisition Termination Event is reasonably likely to occur. "Acquisition Termination Event" means termination for any reason of the AHI Acquisition Agreement; provided, however, that an Acquisition Termination Event shall not be deemed to have occurred until the 30th day following such termination, and shall not be deemed to have occurred if within such 30 day period the Company or any of the Company Subsidiaries shall have agreed to acquire a majority of the voting stock of AHI or all or substantially all of the assets of AHI or the Company or AHI shall have publicly announced an interest in making or pursuing such a transaction after such termination.

Filings; Other Actions. Each During the period commencing on the date hereof and terminating on the earlier to occur of NAPW, PDN (a) the Closing and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under (b) the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements termination of this Agreement in connection accordance with the Merger and provisions hereof (the other transactions contemplated by this Agreement. Without limiting the foregoing“Pre-Closing Period”), as promptly as practicable after the date of this Agreement, the parties hereto shall prepare and cause to be filed with the SEC the Information Statement; provided, however, that prior to the filing each of the Information Statement, PDN shall consult with NAPW with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to cause the Information Statement to be mailed to PDN’s stockholders as promptly as reasonably practicable after the date on which the Information Statement is cleared by the SEC. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN shall notify NAPW of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Information Statement or for additional information, and will promptly supply to NAPW and its counsel copies of all correspondence between PDN or its RepresentativesPurchaser, on the one hand, and the SEC or members of its staffCompany, on the other hand, will cooperate and consult with respect to the Information Statement. Each of NAPW, PDN other and Merger Sub shall use reasonable best efforts to resolve prepare and file all SEC comments necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, and the expiration or termination of any applicable waiting period, necessary or advisable to consummate the transactions contemplated by this Agreement, and to perform the covenants contemplated by this Agreement. Each party shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters. In particular, if required, the Purchaser and the Company shall use all reasonable best efforts to prepare and submit (i) a Notification and Report Form pursuant to the Xxxx-Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), as promptly as practicable following the date hereof (and in any event within ten (10) business days of the date hereof) and (ii) all necessary documentation to effect any approvals or terminations of waiting periods, if required, under any foreign antitrust, competition, or similar laws as promptly as practicable following the date hereof , in each case with respect to the Information Statement transactions contemplated hereby, including the issuance of Class A Common Stock. The Purchaser and the Company will use, and will use reasonable best efforts to cause their respective Affiliates to use, reasonable best efforts to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, and the expiration or termination of any applicable waiting period, necessary or advisable to consummate the transactions contemplated by this Agreement, and to perform the covenants contemplated by this Agreement. The Purchaser and the Company will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, all the information relating to such other party, and any other required filings of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement or the Merger Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable after receipt thereofpracticable. Each of NAPW, PDN and Merger Sub The parties hereto agree to correct any information provided by it for use in the Information Statement which shall have become false or misleading in any material respect. NAPW that they will promptly notify PDN if at any time prior consult with each other with respect to the Closing obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement or the Merger Agreement, and each party will keep the other party apprised promptly of the status of filings and applications, including communications with Governmental Entities that cause such party to believe that there is a reasonable likelihood that any event should occur which is required by applicable Law to be set forth in an amendment necessary permits, consents, orders, approvals and authorizations of, or a supplement toany exemption by, all third parties and Governmental Entities, and the Information Statementexpiration or termination of any applicable waiting period, necessary or advisable to consummate the transactions contemplated by this Agreement and by the Merger Agreement, and to perform the covenants contemplated by this Agreement will not be obtained or that the receipt of any such approval will be delayed, and all other matters relating to completion of the transactions contemplated hereby. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to PDN’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each Each party shall consult with each the other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties in advance of any matters to meeting or conference with any Governmental Entity in respect of the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its stockholders under applicable Lawtransactions contemplated by this Agreement.

Filings; Other Actions. Each of NAPW, PDN the Investor and Merger Sub shall the Company will cooperate and consult with the other and use its reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, and expiration or termination of any applicable waiting periods, necessary or advisable to consummate the transactions contemplated by this Agreement, to perform covenants contemplated by this Agreement. Each party shall execute and deliver both before and after the Closing, as the case may be, such further certificates, agreements and other documents and take or cause to be taken such other actions as the other party may reasonably request to consummate or implement such transactions or to evidence such events or matters. In furtherance of the foregoing, each of the parties agrees to make, as promptly as reasonably practicable following the date of this Agreement and in any event within five (5) business days of the date hereof, the appropriate filings and notifications required by the HSR Act and to supply as promptly as practicable any additional information and documentary material that may be required reasonably requested under such requirements. Notwithstanding anything to the contrary in this Agreement, neither the Investor nor its Affiliates shall be taken under obligated to make, or offer to make any divestiture of, or otherwise limit the Securities ActInvestor’s or its Affiliates’ freedom of action with respect to, the Exchange ActInvestor’s or its Affiliates’ other assets or businesses presently owned or hereafter acquired. Each of the Investor and the Company will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to all the information relating to the other party, and any of their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any other federal securities Laws, third party or any applicable state securities or “blue sky” Laws and any stock exchange requirements Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Without limiting In exercising the foregoingforegoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable after practicable. Each party hereto agrees to keep the date other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor and the Company shall promptly furnish each other with copies of written communications received by them or their Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement, the parties hereto shall prepare and cause other than in respect of information filed or otherwise submitted confidentially to be filed with the SEC the Information Statement; provided, however, that prior to the filing of the Information Statement, PDN shall consult with NAPW with respect to any such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to cause the Information Statement to be mailed to PDN’s stockholders as promptly as reasonably practicable after the date on which the Information Statement is cleared by the SEC. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN shall notify NAPW of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Information Statement or for additional information, and will promptly supply to NAPW and its counsel copies of all correspondence between PDN or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Information Statement. Each of NAPW, PDN and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Information Statement and any other required filings as promptly as practicable after receipt thereof. Each of NAPW, PDN and Merger Sub agree to correct any information provided by it for use in the Information Statement which shall have become false or misleading in any material respect. NAPW will promptly notify PDN if at any time prior to the Closing any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Information Statement. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to PDN’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its stockholders under applicable LawGovernmental Entity.

Filings; Other Actions. Each of NAPW(a) The Company, PDN Parent and Merger Sub shall each use all reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Act, the Exchange Act, Act and any other federal securities Laws, and under any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement, including the Proxy Statement and the Schedule 13E-3. Without limiting In connection with the foregoing, as promptly as practicable after Merger and the date of this AgreementCompany Meeting, the parties hereto Company shall use commercially reasonable efforts to prepare and cause to be filed file with the SEC the Information StatementProxy Statement and the Company and Parent shall use commercially reasonable efforts to prepare and file the Schedule 13E-3 relating to the Merger and the other transactions contemplated by this Agreement in preliminary form as required by the Exchange Act as promptly as reasonably practicable and with the intent of filing the Schedule 13E-3 and Proxy Statement with the SEC no later than the fifteenth (15) business day following the date hereof, subject to the Company receiving all necessary information from Parent, its affiliates and other third parties required to be provided in the Schedule 13E-3. The Company and Parent shall use all reasonable efforts to respond to the comments of the SEC or its staff and to have the Proxy Statement cleared by the SEC and to cause the Proxy Statement to be mailed to the Company’s stockholders, all as promptly as reasonably practicable; provided, however, that prior to the filing of the Information StatementProxy Statement and the Schedule 13E-3, PDN the Company shall consult with NAPW Parent with respect to such filings and shall afford NAPW and Parent or its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to cause the Information Statement to be mailed to PDN’s stockholders as promptly as reasonably practicable after the date on which the Information Statement is cleared by the SEC. NAPW Parent and Merger Sub shall provide PDN the Company with any information for inclusion in the Information Proxy Statement that and the Schedule 13E-3 which may be required under applicable Law or that which is reasonably requested by PDNthe Company. PDN The Company shall notify NAPW Parent of the receipt of comments from of the SEC or its staff and of any request from the SEC or its staff for amendments or supplements to the Information Proxy Statement or the Schedule 13E-3 or for additional information, and will promptly supply to NAPW and its counsel Parent with copies of all correspondence between PDN the Company or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Information Proxy Statement, the Schedule 13E-3 or the Merger. Each of NAPWthe Company, PDN Parent and Merger Sub shall use its respective reasonable best efforts to resolve all SEC comments with respect to the Information Proxy Statement and the Schedule 13E-3 and any other required filings as promptly as practicable after receipt thereof. Each of NAPWthe Company, PDN Parent and Merger Sub agree to correct any information provided by it for use in the Information Proxy Statement which shall have become false or misleading in any material respectmisleading. NAPW will promptly notify PDN if If at any time prior to the Closing Company Meeting any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Information StatementProxy Statement or the Schedule 13E-3, the party that discovers such information will promptly inform the other parties hereto. In such case, the parties will cooperate to Company, with the cooperation of Parent, will, upon learning of such event, promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will shall mail such amendment or supplement to PDNthe Company’s stockholders to the extent required by applicable Law; Law; provided, however, that prior to such filing, each party the Company shall consult with each other party Parent with respect to such amendment or supplement and shall afford each such party and Parent or its Representatives reasonable opportunity to comment thereon. Notwithstanding . (b) Prior to the forgoingearlier of the Effective Time or the Termination Date, no party the Company and Parent shall have use commercially reasonable efforts to cooperate with each other in order to lift any obligation injunctions or remove any other legal impediment to notify the consummation of the transactions contemplated by this Agreement. (c) Subject to the other parties provisions of any matters this Agreement, the Company shall (i) take all action necessary in accordance with the DGCL and its amended and restated certificate of incorporation and bylaws to duly call, give notice of, convene and hold a meeting of its stockholders as promptly as reasonably practicable for the purpose of obtaining the Company Stockholder Approvals (the “Company Meeting”) (including mailing the Proxy Statement as soon as reasonably practicable after the SEC has cleared the Proxy Statement and holding the Company Meeting no later than 35 days after mailing the Proxy Statement, unless a later date is mutually agreed by the Company and by Parent or a delay is required to comply with applicable Law (including in connection with the required dissemination of a material amendment or supplements to the extent that its board Proxy Statement)), (ii) unless the Board of directors Directors or any committee thereof determines shall have effected an Adverse Recommendation Change, include in good faiththe Proxy Statement the recommendation of the Board of Directors and the Independent Committee that the stockholders of the Company vote in favor of the adoption of this Agreement and (iii) unless the Board of Directors or any committee thereof shall have effected an Adverse Recommendation Change, after consultation with its outside legal counsel, that use reasonable efforts to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to solicit from its stockholders under applicable Lawproxies in favor of the adoption of this Agreement and the transactions contemplated by this Agreement. (d) Notwithstanding anything herein to the contrary, unless this Agreement is terminated in accordance with Article VII, the Company will take all of the actions contemplated by Section 5.4(a) and Section 5.4(c) regardless of whether the Board of Directors or the Independent Committee has approved, endorsed or recommended an Acquisition Proposal or has withdrawn, modified or amended the Recommendation, and will submit this Agreement for adoption by the stockholders of the Company at the Company Meeting. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Meeting if this Agreement is terminated in accordance with Article VII. (e) Notwithstanding anything to the contrary contained herein, the Company is free to enforce or not enforce the Voting Agreements as determined in the sole discretion of the Independent Committee.

Filings; Other Actions. Each of NAPW, PDN and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement. Without limiting the foregoing, as promptly as practicable after the date of this Agreement, the parties hereto shall prepare and cause to be filed with the SEC the Information Statement; provided, however, that prior to the filing of the Information Statement, PDN shall consult with NAPW with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to cause the Information Statement to be mailed to PDN’s stockholders as promptly as reasonably practicable after the date on which the Information Statement is cleared by the SEC. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN shall notify NAPW of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Information Statement or for additional information, and will promptly supply to NAPW and its counsel copies of all correspondence between PDN or its Representatives(a) Purchaser, on the one hand, and the SEC or members of its staffCompany, on the other hand, will (and will cause their respective affiliates to) cooperate and consult with respect to the Information Statement. Each of NAPW, PDN other party and Merger Sub shall use reasonable best efforts to resolve (i) promptly prepare and file (as applicable) all SEC comments permits, consents, approvals, confirmations (whether in writing or orally) and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated hereby (including each of the Certificate of Designations to be filed with respect to and accepted by the Information Statement Delaware Secretary of State in connection with the Closing); and any other required filings (ii) respond as promptly as practicable after receipt thereofto any request for information from (including supplying any additional information or documentary material that may be requested by) any Governmental Entity relating to the foregoing, in each case, so as to enable the parties hereto to consummate the transactions contemplated by this Agreement, including the Investment, as promptly as reasonably practicable following the entry into this Agreement. (b) To the extent permitted by Lxx, each party hereto agrees to keep the other party reasonably apprised of the status of matters referred to in this Section 3.1(b). Each of NAPW, PDN Purchaser and Merger Sub agree to the Company shall promptly correct or supplement any information provided by it or on its behalf for use in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Information Statement transactions to which it will be party as contemplated hereby, if and to the extent (A) that information previously provided by it or on its behalf shall have become false or misleading in any material respectrespect or (B) necessary or advisable to ensure that such document would not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (c) The Company shall as promptly as reasonably practicable, duly call, give notice of, establish a record date for, convene and hold a special stockholders’ meeting (the “Stockholders’ Meeting”), for the purpose of, among other matters, obtaining the Requisite Stockholder Vote. NAPW To the extent reasonably practicable, the Company will promptly notify PDN if at file a preliminary proxy statement that complies in all material respects with applicable rules and regulations promulgated by the SEC for any time prior to such meeting no later 30 days after the Closing Date. The Company shall promptly respond to any event should occur comments received from the SEC on the proxy statement and will use reasonable best effort to have the Stockholders’ Meeting no later than 90 days after the Closing Date. The Company shall (A) through its Board of Directors recommend to its stockholders the approval and adoption of the Charter Amendment and the Exchange Approval (the “Company Recommendations”), (B) include such Company Recommendations in the proxy statement delivered to its stockholders in connection with the Requisite Stockholder Vote and (C) use its reasonable best efforts to obtain the Requisite Stockholder Vote. Purchaser shall vote all shares of Common Stock held by Purchaser as of the record date for such meeting in favor of the approval and adoption of the Charter Amendment and the Exchange Approval. Neither the Board of Directors nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaser, the Company Recommendations or take any action, or make any public statement, filing or release inconsistent with the Company Recommendations. The Company shall adjourn or postpone the Stockholders’ Meeting, if, as of the time for which such meeting is originally scheduled there are insufficient shares of Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting. The Company shall also adjourn or postpone the Stockholders’ Meeting, if on the date of the Stockholders’ Meeting the Company has not received proxies representing a sufficient number of shares of Common Stock necessary to obtain the Requisite Stockholder Vote and, following such adjournment or postponement, the Company shall solicit proxies representing a sufficient number of shares of Common Stock necessary to obtain the Requisite Stockholder Vote. Following the first of either such adjournment or postponement, if requested by Purchaser, the Company shall retain a proxy solicitor reasonably acceptable to, and on terms reasonably acceptable to, Purchaser in connection with obtaining the Requisite Stockholder Vote. After obtaining the Requisite Stockholder Vote, the Company shall as promptly as reasonably practical, file the Charter Amendment with the Delaware Secretary of State, as required by applicable Law to be set forth Law, and provide Purchaser a certificate from the Delaware Secretary of State evidencing that the Charter Amendment is in an amendment of, or a supplement to, full force and effect. (d) To the Information Statement. In such caseextent permitted by applicable Law, the parties shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent, waiver, approval or authorization is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any such required approval, consent or authorization will cooperate to promptly prepare and file not be obtained or that the receipt of such amendment approval, consent or supplement with the SEC to the extent required by applicable Law and authorization will mail such amendment be materially delayed or supplement to PDN’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each conditioned. (e) Each party shall consult with each execute and deliver after the Closing, such further certificates, agreements, instruments and other documents and take such other actions as the other party with respect may reasonably request, in each case, to consummate, implement or evidence the Investment or the Charter Amendment. (f) If the Requisite Stockholder Vote is not obtained by the date that is the 180th day after the Closing Date, the Company and Purchaser shall use reasonable best efforts to, as promptly as reasonably practicable, agree upon a form of warrant on the terms described on Exhibit F, and if the Requisite Stockholder Vote is not obtained by the date that is the 210th day after the Closing Date, the Company shall issue to Purchaser on such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding date warrants on the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its stockholders under applicable Law.terms described on Exhibit F.

Filings; Other Actions. Each (a) Subject to the terms and conditions of NAPWthis Agreement, PDN including Section 4.9, Purchaser, on the one hand, and Merger Sub shall the Company, on the other hand, will (and will cause their respective affiliates to) cooperate and consult with the other party and use reasonable best efforts to take promptly (i) take, or cause to be taken such taken, all actions and do, or cause to be done, all things necessary, proper or advisable to cause the conditions to each of the Closings to be satisfied as promptly as reasonably practicable and to consummate and make effective, as promptly as reasonably practicable, the transactions contemplated hereby, including (A) preparing and making, submitting or filing (as applicable) (1) all applications, notices and other documents in respect of the Second Closing Approvals within 15 Business Days following the date of this Agreement and (2) all other filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary or advisable to obtain all approvals or consents of all third parties that are necessary or advisable to consummate the transactions contemplated hereby and (B) supplying as promptly as reasonably practicable any additional information and documentation that may be requested by any Governmental Entity, so as to enable the parties hereto to consummate the transactions contemplated hereby (including the Requisite Regulatory Approvals) and (ii) obtain the Requisite Regulatory Approvals and all other approvals or consents of all third parties that are necessary or advisable to consummate the transactions contemplated hereby. The parties acknowledge that on July 29, 2024 the Company and Purchaser each made its respective filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) with respect to the transactions contemplated hereby. Purchaser, on the one hand, and the Company, on the other hand, will (and will cause their respective affiliates to) use reasonable best efforts to promptly make, or cause to be made, any other required submissions under the HSR Act with respect to the transactions contemplated hereby. (b) Notwithstanding anything to the contrary in this Agreement, including Section 3.1(a) and the “reasonable best efforts” standard set forth therein, Purchaser shall not be required to agree to or accept, and the Company shall not, without prior written consent of Purchaser, agree, propose, commit to or effect, by consent decree, hold separate or otherwise, to any terms, conditions or restrictions that would be taken reasonably likely to result in (v) any sale, divestiture, hold separate or any other action limiting the freedom of action or ownership in any respect with respect to any businesses, products, rights, services, licenses, assets or interests therein, of (1) Purchaser or any of its affiliates or (2) the Company or any of its affiliates, other than any such sale, divestiture, hold separate or other action with respect to any businesses, products, rights, services, licenses, assets or interests therein, of Purchaser that would be immaterial to Purchaser and its Subsidiaries, the U.S. business of Purchaser and its Subsidiaries and to Purchaser’s investment in the Company, (w) any material adverse impact on Purchaser’s ability to acquire, hold, dispose of or vote the Shares and realize the economic incidents of ownership of the Shares consistent with this Agreement, (x) Purchaser or any of its affiliates being deemed to “control” the Company under the Securities BHC Act or the Bank Act, or otherwise being required to become a bank holding company (and not merely subject to the Exchange Actprovisions of the BHC Act by virtue of Section 8 of the International Banking Act of 1978), or otherwise being required to serve as a source of financial strength to the Company or the Company Bank whether pursuant to the BHC Act or pursuant to any other federal securities Lawsproposed capital or liquidity maintenance agreement or any similar agreement with any Governmental Entity, (y) Purchaser being required to enter into any applicable state securities or “blue sky” Laws and any stock exchange requirements conditions not typically required in connection with the Merger Requisite Regulatory Approvals, other than any such conditions that would be immaterial to Purchaser and its Subsidiaries, the U.S. business of Purchaser and its Subsidiaries and to Purchaser’s investment in the Company, or (z) any amendments or modifications to any of the terms of this Agreement, other than any such amendments that would be immaterial to Purchaser and its Subsidiaries, the U.S. business of Purchaser and its Subsidiaries, to Purchaser’s investment in the Company and to its rights related to its investment (each of (v), (w), (x), (y) and (z), a “Materially Burdensome Condition”). (c) In connection with and without limiting the generality of the foregoing, each of Purchaser and the Company shall, to the extent permitted by applicable Law: (i) give the other reasonable prior notice of any registration, declaration, notice or filing and, to the extent reasonably practicable, of any communication with any Governmental Entity regarding the transactions contemplated by this Agreement (including with respect to any actions referred to in Section 3.1(a) and in this Section 3.1(c)) or such other party, its affiliates or its or its affiliates’ respective directors, officers, partners and shareholders, and permit the other to review and discuss in advance, and consider in good faith the views of, and secure the participation of, the other in connection with any such registration, declaration, notice, filing or communication; and (ii) unless prohibited by applicable Law or by the applicable Governmental Entity, (A) to the extent reasonably practicable, not participate in or attend any meeting, or engage in any substantive conversation with any Governmental Entity (1) a principal subject of which is the transactions contemplated by this Agreement (but, in the case of a meeting or conversation with multiple subjects, only the portions of such meeting or conversation relating to the transactions contemplated by this Agreement. Without limiting ) or (2) relating to such other party, its affiliates or its or its affiliates’ respective directors, officers, partners or shareholders, in each case without the foregoingpresence of the other party, as promptly as (B) to the extent reasonably practicable, give the other reasonable prior notice of any such meeting or conversation, (C) in the event one party hereto is prohibited by applicable Law or by the applicable Governmental Entity from participating in or attending any such meeting or engaging in any such conversation, or it is not reasonably practicable after the date of this Agreementfor such party to do so, the parties hereto shall prepare and cause to be filed keep such party reasonably apprised with the SEC the Information Statement; providedrespect thereto, however, that prior to (D) cooperate in the filing of any substantive memoranda, white papers, filings, correspondence or other written communications explaining or defending this Agreement and the Information Statementtransactions contemplated hereby, PDN shall consult articulating any regulatory or competitive argument, or responding to requests or objections made by any Governmental Entity and (E) furnish the other party hereto with NAPW with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to cause the Information Statement to be mailed to PDN’s stockholders as promptly as reasonably practicable after the date on which the Information Statement is cleared by the SEC. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN shall notify NAPW of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Information Statement or for additional information, and will promptly supply to NAPW and its counsel copies of all correspondence substantive correspondence, filings and communications (and memoranda setting forth the substance thereof) between PDN or it and its affiliates and their respective Representatives, on the one hand, and the SEC any Governmental Entity or members of its any Governmental Entity’s staff, on the other hand, (1) with respect to this Agreement and the Information Statement. Each of NAPW, PDN and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect transactions contemplated hereby or (2) containing information relating to the Information Statement other party, its affiliates or its or its affiliates’ respective directors, officers, partners or shareholders. (d) Purchaser and any other required filings as the Company shall each promptly as practicable after receipt thereof. Each of NAPW, PDN and Merger Sub agree to correct or supplement any information provided by it or on its behalf for use in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Information Statement which transactions contemplated hereby, if and to the extent (i) that information previously provided by it or on its behalf shall have become false or misleading in any material respectrespect or (ii) necessary or advisable to ensure that such document would not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. NAPW will promptly notify PDN if at any time prior Materials furnished to the Closing any event should occur which is required by applicable Law other party pursuant to this Section 3.1 may be set forth in an amendment ofredacted (1) to remove references concerning the valuation of the Company and the transactions contemplated hereby or other Confidential Information, (2) as necessary to comply with contractual arrangements and (3) as necessary to address reasonable confidentiality or a supplement toprivilege concerns, the Information Statement. In such case, and the parties will cooperate to promptly prepare and file such amendment may reasonably designate any competitively sensitive or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to PDN’s stockholders to the extent required by applicable Law; any confidential business material provided under this Section 3.1 as “counsel only” or, as appropriate, as “outside counsel only”; provided, however, that prior to such filingin the case of each of clauses (1), (2) and (3), each party shall consult with each use reasonable best efforts to make other arrangements that would enable disclosure to occur, and if any information is withheld by a party with respect pursuant to such amendment or supplement and shall afford each the foregoing, such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoingshall, no party shall have any obligation to notify the other parties of any matters to the extent possible without causing the adverse consequences described in the foregoing, inform the other party as to the general nature of the information being withheld. (e) During the Pre-Closing Period, Purchaser shall not (and shall not permit any of its controlled affiliates to) enter into any agreement providing for, or consummate, any merger, business combination, acquisition of any U.S. Person or business with significant operations in the U.S. that its board would reasonably be expected to prevent or materially delay the Closings or the receipt of directors the Requisite Regulatory Approvals. (f) Each party shall execute and deliver, after each of the Closings, such further certificates, agreements, instruments and other documents and take such other actions as the other party may reasonably request, in each case, to consummate, implement or evidence the Share Issuances. (g) Other than as set forth in this Section 3.1, nothing in this Agreement shall be construed as creating an obligation on the part of Purchaser or any committee thereof determines of its affiliates to file any applications, notices or petitions to any Governmental Entity. (h) The covenants in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with Sections 3.1(a) through (e) shall terminate effective upon the directors’ exercise consummation of their fiduciary obligations to its stockholders under applicable Lawthe Second Closing.

Filings; Other Actions. Each of NAPW, PDN (a) The Investors and Merger Sub shall the Company will cooperate and consult with each other and use reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings, and other documents, and to obtain all necessary permits, consents, orders, approvals, and authorizations of, or any exemption by, all third parties and Governmental Entities, and expiration or termination of any applicable waiting periods, necessary or advisable to consummate the transactions contemplated by this Agreement and to perform covenants contemplated by this Agreement. Each party shall execute and deliver both before and after the Closing such further certificates, agreements, and other documents and take or cause to be taken such other actions as the other party may be required reasonably request to be taken under consummate or implement such transactions or to evidence such events or matters. Each Investor and the Securities ActCompany will each have the right to review in advance, and to the Exchange Actextent practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related to such Investor, all the information (other than personal or sensitive information) relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any other federal securities Laws, third party or any applicable state securities or “blue sky” Laws and any stock exchange requirements Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Without limiting In exercising the foregoingforegoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. Such Investor and the Company shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their Affiliates from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement or any other Transaction Document. Notwithstanding anything in this Agreement to the contrary, such Investor shall not be required to provide any materials to the Company that it deems private or confidential nor shall it be required to make any commitments (other than the passivity commitments described above) to any Governmental Entity in connection therewith or suffer any Burdensome Condition. (b) The Company shall call a special meeting of its shareholders, as promptly as practicable after the date of this Agreement, to obtain the parties hereto Shareholder Approvals, including, without limitation, approving the amendment to the Articles of Incorporation to increase the number of authorized shares of Common Stock to 550 million (as adjusted in accordance with Section 4.7 to reflect any reverse stock split of the Common Stock effected prior to the Closing; provided that the increase in the number of authorized shares of Common Stock shall be to at least 100 million shares) and approving for purposes of rule 5635 of NASDAQ’s listing rules the issuance of Common Shares to the Investor and the investors participating in the Other Private Placements. The Board of Directors shall unanimously recommend to the Company’s shareholders that such shareholders provide the Shareholder Approvals, and shall not modify or withdraw such recommendation. In connection with such meeting, the Company shall promptly prepare (and cause the Investor will reasonably cooperate with the Company to be filed prepare) and file with the SEC the Information Statement; provideda preliminary proxy statement, however, that prior to the filing of the Information Statement, PDN shall consult with NAPW with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use its reasonable best efforts to solicit proxies for such shareholder approval, and shall use its reasonable best efforts to respond promptly to any comments of the SEC or its staff and to cause the Information Statement a definitive proxy statement related to such shareholders’ meeting to be mailed to PDNthe Company’s stockholders shareholders, as promptly as reasonably practicable practicable, after the date on which the Information Statement is cleared clearance by the SEC. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN The Company shall notify NAPW the Investors promptly of the receipt of any comments from the SEC or its staff with respect to the proxy statement and of any request from by the SEC or its staff for amendments or supplements to the Information Statement such proxy statement or for additional information, information and will promptly supply to NAPW and its counsel the Investors with copies of all correspondence between PDN the Company or any of its Representativesrepresentatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Information Statementsuch proxy statement. Each of NAPW, PDN and Merger Sub If at any time prior to such shareholders’ meeting there shall use reasonable best efforts occur any event that is required to resolve all SEC comments with respect be set forth in an amendment or supplement to the Information Statement and any other required filings proxy statement, the Company shall, as promptly as practicable after receipt thereofpracticable, prepare and mail to its shareholders such an amendment or supplement. Each of NAPW, PDN The Investors and Merger Sub the Company each agree to correct promptly any information provided by it or on its behalf for use in the Information Statement which proxy statement if and to the extent that such information shall have become false or misleading in any material respect. NAPW will , and the Company shall, as promptly notify PDN if at any time prior to the Closing any event should occur which is required by applicable Law to be set forth in an amendment ofas practicable, or a supplement to, the Information Statement. In such case, the parties will cooperate to promptly prepare and file such mail to its shareholders an amendment or supplement with the SEC to correct such information to the extent required by applicable Law laws and will mail regulations. The directors’ recommendation described in this Section 3.1 shall be included in the proxy statement filed in connection with obtaining such shareholder approval. Immediately upon approval by shareholders of the increase in the Company’s authorized number of shares of Common Stock as provided above, the Company shall file articles of amendment to duly amend its Articles of Incorporation to include such increase. (c) Each party agrees, upon request, to furnish the other party with all information concerning itself, its subsidiaries, Affiliates, directors, officers, partners, and shareholders and such other matters as may be reasonably necessary or supplement advisable in connection with the proxy statement in connection with such shareholders’ meeting and any other statement, filing, notice, or application made by or on behalf of such other party or any of its subsidiaries to PDN’s stockholders any Governmental Entity in connection with this Agreement or the Other Securities Purchase Agreements. Notwithstanding anything herein to the extent contrary, the Investors shall not be required by applicable Law; to furnish the Company with any (1) sensitive personal biographical or personal financial information of any of the directors, officers, employees, managers or partners of such Investor or any of their Affiliates or (2) proprietary and non-public information related to the organizational terms of, or investors in, such Investor or their Affiliates; provided, however, that prior the Investors will furnish directly to the applicable bank regulator such filinginformation as reasonably requested by such regulator as necessary to consummate the transactions contemplated hereby. (d) From the date of this Agreement, each party until the Closing, the Company shall consult with each other party with respect to such amendment not, directly or supplement indirectly, amend, modify, or waive, and the Board of Directors shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties not recommend approval of any matters proposal to the extent that its board shareholders having the effect of directors amending, modifying, or waiving any provision in the Articles of Incorporation or bylaws of the Company in any manner adverse to the Investors or any committee thereof determines other holder of Common Stock issued pursuant to this Agreement. (e) The Company shall take all actions necessary to ensure that none of the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, nor the consummation of the transactions contemplated as part of the Other Private Placements, nor the Shareholder Approvals will constitute a “change in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with control” or “change of control” within the directors’ exercise meaning of their fiduciary obligations to its stockholders under applicable Lawany Benefit Plan.

Filings; Other Actions. (a) Each of NAPWNYCB and Xxxxxx agrees to cooperate in the preparation of a registration statement on Form S-4 (the “Registration Statement”) to be filed by NYCB with the SEC in connection with the issuance of NYCB Common Stock in the Merger (including the joint proxy statement and prospectus and other proxy solicitation materials of Xxxxxx and NYCB constituting a part thereof (the “Joint Proxy Statement/Prospectus”)). NYCB agrees to use all reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after filing thereof. NYCB also agrees to use all reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Plan, PDN and Merger Sub shall each of Xxxxxx and NYCB agrees to furnish all information concerning it and the holders of its capital stock as may be reasonably requested in connection with any such action. (b) Each of NYCB and Xxxxxx agrees to cooperate with the other and, subject to the terms and conditions set forth in this Plan, use reasonable best efforts to take promptly prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain as promptly as practicable all necessary permits, consents, orders, approvals and authorizations of, or cause any exemption by, all third parties and Governmental Entities necessary or advisable to be taken consummate the transactions contemplated by this Plan, including the Regulatory Approvals. Each of NYCB and Xxxxxx shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to all the material information relating to the other party, and any of their respective subsidiaries, which appears in any material filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Plan. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Plan and each party will keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. (c) Each party agrees, upon request, to furnish the other party with all information concerning itself, its subsidiaries, directors, officers and stockholders and such actions other matters as may be required to be taken under reasonably necessary or advisable in connection with the Securities Act, the Exchange Act, Registration Statement or Joint Proxy Statement/Prospectus or any other federal securities Lawsstatement, filing, notice or application made by or on behalf of such other party or any applicable state securities or “blue sky” Laws and of its subsidiaries to any stock exchange requirements Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Without limiting the foregoing, as promptly as practicable after the date of this Agreement, the parties hereto shall prepare and cause to be filed with the SEC the Information Statement; provided, however, that prior to the filing of the Information Statement, PDN shall consult with NAPW with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to cause the Information Statement to be mailed to PDN’s stockholders as promptly as reasonably practicable after the date on which the Information Statement is cleared by the SEC. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN shall notify NAPW of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Information Statement or for additional information, and will promptly supply to NAPW and its counsel copies of all correspondence between PDN or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Information Statement. Each of NAPW, PDN and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Information Statement and any other required filings as promptly as practicable after receipt thereof. Each of NAPW, PDN and Merger Sub agree to correct any information provided by it for use in the Information Statement which shall have become false or misleading in any material respect. NAPW will promptly notify PDN if at any time prior to the Closing any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Information Statement. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to PDN’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its stockholders under applicable LawPlan.

Filings; Other Actions. (a) Each of NAPW, PDN the Investor and Merger Sub shall the Company will cooperate and consult with the other and use reasonable best efforts to take prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or cause any exemption by, all third parties and Governmental Entities, and expiration or termination of any applicable waiting periods, necessary or advisable to be taken consummate the transactions contemplated by this Agreement and the other Transaction Documents, to perform covenants contemplated by this Agreement and the other Transaction Documents, it being agreed that the Investor shall make or file any such actions as may be applications, notices, petitions or filings required to be taken under the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements made by it with Governmental Entities in connection with the Merger transactions contemplated by this Agreement and the other Transaction Documents as promptly as practicable, and in any event not later than the date that is 30 calendar days, after the date of this Agreement. In furtherance and not in limitation of the foregoing, the Investor will use reasonable best efforts to seek and obtain the written confirmation described in Section 1.2(c)(2)(v), and in the event that the Federal Reserve demands changes to the structure of the transactions contemplated by this Agreement and the other Transaction Documents as a condition precedent to providing such written confirmation, each of the Investor and the Company will cooperate and consult with the other and use reasonable efforts to make such changes, subject to Section 4.15; provided that no such changes shall materially and adversely affect the economic and accounting aspects of the transactions contemplated by this Agreement and the other Transaction Documents with respect to either party. Each party shall execute and deliver both before and after the First Closing and the Second Closing such further certificates, agreements and other documents and take such other actions as the other party may reasonably request to consummate or implement such transactions or to evidence such events or matters. In particular, the Investor will use its reasonable best efforts to promptly obtain, and the Company will cooperate as may reasonably be requested by the Investor and use its reasonable best efforts to help the Investor promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, filings and registrations with, and notifications to, or expiration or termination of any applicable waiting period, under the HSR Act or competition or merger control laws of other jurisdictions, all notices to and, to the extent required by applicable law or regulation, consents, approvals or exemptions from bank regulatory authorities, for the transactions contemplated by the Transaction Documents. Each of the Investor and the Company will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to all the information relating to the other party, and any of their respective subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. Without limiting In exercising the foregoingforegoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable after practicable. Each party hereto agrees to keep the date other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor and the Company shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this AgreementAgreement or by any other Transaction Document. (b) Unless this Agreement has been terminated pursuant to Section 5.1, the parties hereto Company shall prepare and cause to be filed with the SEC the Information Statement; providedcall a special meeting of its stockholders, however, that prior to the filing of the Information Statement, PDN shall consult with NAPW with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to cause the Information Statement to be mailed to PDN’s stockholders as promptly as reasonably practicable after the date Second Closing, but no later than the Meeting End Date to vote on which proposals (collectively, the Information Statement is cleared by “Stockholder Proposals”) to (A) approve the SEC. NAPW shall provide PDN issuance of shares of Common Stock in connection with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN shall notify NAPW conversion of the receipt Preferred Stock into, and exercise of comments the Warrants for, Common Stock, for purposes of Section 312.03 of the NYSE Listed Company Manual and (B) remove Subsection 2 of Article 10 of the Certificate of Incorporation and exempt the Investor and its Affiliates from all other stock ownership restrictions under the Certificate of Incorporation. The Board of Directors shall unanimously recommend to the Company’s stockholders that such stockholders approve the Stockholder Proposals, and shall not modify or withdraw such resolution. In connection with such meeting, the Company shall promptly prepare (and the Investor will reasonably cooperate with the Company to prepare) and file (but in no event more than 30 days following the Second Closing Date) with the SEC and of any request from the SEC for amendments or supplements to the Information Statement or for additional informationa preliminary proxy statement, and will promptly supply to NAPW and its counsel copies of all correspondence between PDN or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Information Statement. Each of NAPW, PDN and Merger Sub shall use its reasonable best efforts to resolve all solicit proxies for such stockholder approval and shall use its reasonable best efforts to respond to any comments of the SEC comments with respect or its staff and to cause a definitive proxy statement related to such stockholders’ meeting to be mailed to the Information Statement and any other required filings Company’s stockholders as promptly as practicable after clearance by the SEC. The Company shall notify the Investor promptly of the receipt thereof. Each of NAPW, PDN and Merger Sub agree to correct any information provided by it for use in the Information Statement which shall have become false or misleading in any material respect. NAPW will promptly notify PDN if at any time prior to the Closing any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Information Statement. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with comments from the SEC to the extent required by applicable Law and will mail such amendment or supplement to PDN’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party its staff with respect to such amendment or supplement the proxy statement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its stockholders under applicable Law.request by the

Filings; Other Actions. Each of NAPW(a) Purchaser, PDN on the one hand, and Merger Sub shall the Company, on the other hand, will cooperate and consult with the other and use reasonable best efforts to take prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or cause to be taken such actions as may be required to be taken under the Securities Actany exemption by, all third parties and Governmental Entities, including, without limitation, the Exchange ActRequired Approvals, any other federal securities Laws, and the expiration or termination of any applicable state securities waiting period, necessary or “blue sky” Laws and any stock exchange requirements in connection with advisable to consummate the Merger and the other transactions contemplated by this Agreement, and to perform the covenants contemplated by this Agreement. Without limiting Each party shall execute and deliver both before and after the foregoingClosing such further certificates, agreements and other documents and take such other actions as the other party may reasonably request to consummate or implement such transactions or to evidence such events or matters. In particular, Purchaser will use its reasonable best efforts to promptly obtain or submit, and the Company will cooperate as may reasonably be requested by Purchaser to help Purchaser promptly obtain or submit, as the case may be, as promptly as practicable, (i) the approvals and authorizations of, filings, applications and registrations with, and notifications to, or expiration or termination of any applicable waiting period, under the HOLA (it being understood and agreed that such application shall reflect and seek approval for the “silo” structure previously disclosed to the Company (and set forth in the Purchaser’s Disclosure Schedule) and that no person other than Purchaser and the other Applicants listed on Schedule F (nor any investors in any fund sponsored or advised by MatlinPatterson, including investors in MatlinPatterson Global Opportunities Partners III L.P. or MatlinPatterson Global Opportunities Partners Cayman III L.P.) shall be required to file or become parties to any such filing or registration, or in any way become subject to HOLA or restrictions or requirements thereunder), and, as applicable, any such approvals and authorizations, filings, applications and registrations shall include information and documentation to implement the securities trading platform as described at Schedule 3.1(a) of the Purchaser Disclosure Schedule and otherwise shall be consistent with the silo structure referred to above and (ii) a written determination, in form and substance reasonably satisfactory to the relevant Applicant and notified to Purchaser, of each of the FDIC and the OTS that neither MatlinPatterson nor any fund sponsored or advised by it or its Affiliates (other than the Applicants) will control the Company or the Bank or be an “institution affiliated party” (as defined in 12 USC Section 1813(u)) with respect thereto. Purchaser and the Company will have the right to review in advance, and to the extent practicable, each will consult with the other in each case, subject to applicable laws relating to the exchange of information, all the information relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions to which it will be party contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters referred to in this Section 3.1 (a). Purchaser shall promptly furnish the Company, and the Company shall promptly furnish Purchaser, to the extent permitted by applicable law, with copies of written communications received by it or its Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement. (b) Unless this Agreement has been terminated pursuant to Section 5.1, the Company shall call a special meeting of its stockholders, as promptly as practicable after following the date of this AgreementClosing but in any event no later than the next annual stockholder meeting, to vote on proposals (collectively, the parties hereto “Stockholder Proposals”) to (A) amend the Certificate of Incorporation to increase the number of authorized shares of Common Stock to at least such number as shall be sufficient to permit issuance of all of the Securities and (B) amend the Certificate of Incorporation and bylaws to opt out of Article 7B of the Michigan Business Corporation Act and to implement the governance matters contemplated in Section 4.1 hereof and (C) to amend the Company’s equity compensation plans as necessary to implement an equity incentive program (the “Management Equity”) as described at Schedule E hereto. The Board of Directors shall unanimously recommend to the Company’s stockholders that such stockholders vote in favor of the Stockholder Proposals (subject to any legally required abstentions) (such recommendation, the “Company Recommendation”) and the Purchaser shall vote (to the extent it is entitled to vote) in favor of the Stockholder Proposals, provided that, Purchaser’s obligation to vote in favor of the Stockholder Proposal described in clause (C) above shall be conditioned upon the prior approval by the stockholders of the Stockholder Proposals described in clauses (A) and (B) above. In connection with such meeting, the Company shall promptly prepare (and cause Purchaser will reasonably cooperate with the Company to be filed prepare) and file with the SEC the Information Statement; provideda preliminary proxy statement, however, that prior to the filing of the Information Statement, PDN shall consult with NAPW with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause the Information Statement a definitive proxy statement related to such stockholders’ meeting to be mailed to PDNthe Company’s stockholders as promptly as reasonably practicable not more than five business days after the date on which the Information Statement is cleared clearance thereof by the SEC, and shall use its reasonable best efforts to solicit proxies for such stockholder approval. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN The Company shall notify NAPW Purchaser promptly of the receipt of any comments from the SEC or its staff with respect to the proxy statement and of any request from by the SEC or its staff for amendments or supplements to the Information Statement such proxy statement or for additional information, information and will promptly supply to NAPW and its counsel Purchaser with copies of all correspondence between PDN the Company or any of its Representativesrepresentatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Information Statementsuch proxy statement. Each of NAPW, PDN and Merger Sub If at any time prior to such stockholders’ meeting there shall use reasonable best efforts occur any event that is required to resolve all SEC comments with respect be set forth in an amendment or supplement to the Information Statement and any other required filings proxy statement, the Company shall as promptly as practicable after receipt thereofprepare and mail to its stockholders such an amendment or supplement. Each of NAPW, PDN Purchaser and Merger Sub agree the Company agrees promptly to correct any information provided by it or on its behalf for use in the Information Statement which proxy statement if and to the extent that such information shall have become false or misleading in any material respect. NAPW will , and the Company shall, as promptly notify PDN if at any time prior to the Closing any event should occur which is required by applicable Law to be set forth in an amendment ofas practicable, or a supplement to, the Information Statement. In such case, the parties will cooperate to promptly prepare and file such mail to its stockholders an amendment or supplement with the SEC to correct such information to the extent required by applicable Law laws and will mail such regulations. The Company shall consult with Purchaser prior to filing any proxy statement, or any amendment or supplement to PDN’s stockholders to the extent required by applicable Law; providedthereto, however, that prior to such filing, each party shall consult and provide Purchaser with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives a reasonable opportunity to comment thereon. Notwithstanding In the forgoingevent that the approval of any of the Stockholder Proposals is not obtained at such special stockholders meeting, the Company shall include a proposal to approve (and the Board of Directors shall unanimously recommend approval of and the Purchaser shall vote in favor of) each such proposal at a meeting of its stockholders no less than once in each subsequent six-month period beginning on March 1, 2009 until all such approvals are obtained or made. (c) Purchaser, on the one hand, agrees to furnish the Company, and the Company, on the other hand, agrees, upon request, to furnish to Purchaser, all information concerning itself, its Affiliates, directors, officers, partners and stockholders and such other matters as may be reasonably necessary or advisable in connection with the proxy statement in connection with any such stockholders meeting and any other statement, filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Entity in connection with the Closing and the other transactions contemplated by this Agreement. (d) Unless this Agreement has been terminated pursuant to Section 5.1, Purchaser hereby agrees that at any meeting of the stockholders of the Company held to vote on any Stockholder Proposals contemplated herein and not previously approved by the Company’s stockholders, however called, Purchaser shall have any vote, or cause to be voted, all of the Purchased Shares owned by Purchaser and its Affiliates in favor of such Stockholder Proposals; provided, further that, Purchaser’s obligation to notify vote in favor of the other parties Stockholder Proposal described in clause (C) of any matters to Section 3.1(b) above shall be conditioned upon the extent that its board prior approval by the stockholders of directors or any committee thereof determines the Stockholder Proposals described in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise clauses (A) and (B) of their fiduciary obligations to its stockholders under applicable LawSection 3.1(b) above.

Filings; Other Actions. Each of NAPW, PDN and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement. Without limiting the foregoing, as promptly as practicable after the date of this Agreement, the parties hereto shall prepare and cause to be filed with the SEC the Information Statement; provided, however, that prior to the filing of the Information Statement, PDN shall consult with NAPW with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to cause the Information Statement to be mailed to PDN’s stockholders as promptly as reasonably practicable after the date on which the Information Statement is cleared by the SEC. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN shall notify NAPW of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Information Statement or for additional information, and will promptly supply to NAPW and its counsel copies of all correspondence between PDN or its RepresentativesInvestor, on the one hand, and the SEC or members of its staffCompany, on the other hand, will cooperate and consult with respect the other and use commercially reasonable efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, necessary or advisable to consummate the Information Statementtransactions contemplated by the Transaction Documents, and to perform the covenants contemplated by the Transaction Documents, in each case required by it. Each of NAPWthe parties hereto shall execute and deliver both before and after the Closing such further certificates, PDN agreements and Merger Sub shall other documents and take such other actions as the other party may reasonably request to consummate or implement such transactions or to evidence such events or matters. The Investor and the Company will each use their commercially reasonable best efforts to resolve all SEC comments with respect promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Information Statement Investor and any other required filings the Company promptly obtain or submit, as the case may be, as promptly as practicable after receipt thereof. Each of NAPWpracticable, PDN the approvals and Merger Sub agree to correct any information provided by it for use in the Information Statement which shall have become false or misleading in any material respect. NAPW will promptly notify PDN if at any time prior to the Closing any event should occur which is required by applicable Law to be set forth in an amendment authorizations of, or a supplement any additional filings and registrations with, and any additional notifications to, the Information Statement. In such caseall notices to and, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment Law, consents, approvals or supplement exemptions from bank regulatory authorities, for the transactions contemplated by the Transaction Documents (in each case to PDN’s stockholders the extent it has not done so prior to the date of this Agreement), subject to the following sentence. Notwithstanding the foregoing, in no event shall the Investor be required to become a bank holding company, be required to agree to provide capital to the Company or any Company Subsidiary thereof other than the Purchase Price to be paid for the Securities to be purchased by it pursuant to the terms of the Transaction Documents, or be required to agree to any Burdensome Condition. To the extent required by applicable Law; providedthe Federal Reserve, howeverthe Investor shall enter into one or more Passivity Commitments not more restrictive in any material respect than in the form attached hereto as Exhibit B. The Investor and the Company will have the right to review in advance, that prior and to the extent practicable each will consult with the other, in each case subject to Laws relating to the exchange of information and confidential information related to the Investor, all the information (other than confidential information) relating to such filingother parties, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions to which it will be party contemplated by this Agreement. In exercising the foregoing right, each party shall consult with each other party with respect of the parties hereto agrees to such amendment or supplement act reasonably and shall afford each such party and its Representatives reasonable opportunity as promptly as reasonably practicable. Each of the parties hereto agrees to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify keep the other parties apprised of the status of matters referred to in this Section 3.2. Each of the Investor and the Company shall promptly furnish the other with copies of written communications received by it or its Affiliates from, or delivered by any matters to of the extent that its board foregoing to, any Governmental Entity in respect of directors or any committee thereof determines in good faith, after consultation with its outside legal counselthe transactions contemplated by the Transaction Documents; provided, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its stockholders under applicable Lawparty delivering any such document may redact any confidential information contained therein.;

Filings; Other Actions. Each of NAPW(a) The Anchor Investors, PDN on the one hand, and Merger Sub shall the Company, on the other hand, will cooperate and consult with each other and use reasonable best efforts to take promptly prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, Orders, acceptances, approvals and authorizations of, or cause to be taken such actions as may be required to be taken under any exemption by, all third parties and Governmental Entities, and the Securities Act, the Exchange Act, any other federal securities Laws, expiration or termination of any applicable state securities waiting period, necessary or “blue sky” Laws and any stock exchange requirements in connection with advisable to consummate the Merger and the other transactions contemplated by this Agreement. Without limiting , and to perform the foregoing, as promptly as practicable after the date of covenants contemplated by this Agreement, the parties hereto shall prepare and cause to be filed with the SEC the Information Statement; provided, however, that prior nothing in this Agreement shall obligate an Anchor Investor to provide any of its, its Affiliates’ or their control persons’ or direct or indirect equity holders’ nonpublic, proprietary, personal or otherwise confidential information (collectively, “Proprietary Information”). Each party shall execute and deliver both before and after the filing of Closing such further certificates, agreements and other documents and take such actions as the Information Statement, PDN shall consult with NAPW with respect other parties may reasonably request to consummate or implement such filings and shall afford NAPW and its Representatives reasonable opportunity transactions or to comment thereonevidence such events or matters. The parties hereto shall Anchor Investors and the Company will each use their reasonable best efforts to promptly obtain or submit, and the Company and each of the Anchor Investors will cooperate as may reasonably be requested by the Anchor Investors or the Company, as the case may be, to help the Anchor Investors and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by Law, consents, approvals or exemptions from bank regulatory authorities, for the transactions contemplated by this Agreement, subject to the following sentence. Notwithstanding the foregoing, in no event shall an Anchor Investor be required to become a thrift holding company, accept any Burdensome Condition in connection with the transactions contemplated by this Agreement, including without limitation any condition which could jeopardize or potentially have the effect of jeopardizing any investment opportunities (now or hereafter existing) of such Anchor Investor or any of its Affiliates or their control persons or direct or indirect equity holders, or be required to agree to provide capital to the Company or any Company Subsidiary thereof other than the Purchase Price to be paid for the Securities to be purchased by it pursuant to the terms of, subject to the conditions set forth in, this Agreement. The Anchor Investors and the Company will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable Laws relating to the exchange of information and confidential information related to the Anchor Investors, all the information (other than Proprietary Information) relating to such other parties, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions to which it will be a party contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each of the parties hereto agrees to keep the other parties apprised of the status of matters referred to in this Section 3.1(a). To the extent permitted by applicable Laws, each of the Anchor Investors and the Company shall promptly furnish the other with copies of written communications received by it or its Affiliates from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement; provided, that the Anchor Investors may redact any Proprietary Information contained therein. (b) Unless this Agreement has been terminated pursuant to Section 5.1, the Company shall call a special meeting of its stockholders, as promptly as practicable following the Closing, but in any event within 90 days of the Closing Date, to vote on proposals (collectively, the “Stockholder Proposals”) to (i) approve a reverse stock split to decrease the number of shares of Common Stock outstanding and, if necessary, amend the Articles of Incorporation to increase the number of authorized shares of Common Stock to at least such number as shall be sufficient, in each case, to permit the issuance of Common Stock to the Investors pursuant to this Agreement and the Additional Agreements and the full exercise of the Warrants for, Common Stock, and (ii) approve the Company’s 2010 Equity Incentive Plan (the “2010 Plan”) attached hereto as Exhibit B that provides for the allocation of up to 80,000,000 shares of Common Stock to be available for issuance under the 2010 Plan pursuant thereto. The Board of Directors shall unanimously recommend to the Company’s stockholders that such stockholders vote in favor of the Stockholder Proposals, and shall take all other actions necessary to adopt such proposals if approved by the stockholders of the Company. The Anchor Investors shall vote or cause to be voted all shares of Common Stock received pursuant to this Agreement, as well as all other shares of Common Stock Beneficially Owned by them and eligible to vote on such proposals, in favor of such Stockholder Proposals. In connection with each of the Information Statement meetings at which such proposals will be voted on, the Company shall promptly prepare (and the Anchor Investors will reasonably cooperate with the Company to prepare) and file with the SEC a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause a definitive proxy statement related to such stockholders’ meeting to be mailed to PDNthe Company’s stockholders as promptly as reasonably practicable not more than 5 business days after the date on which the Information Statement is cleared clearance thereof by the SEC, and shall use its reasonable best efforts to solicit proxies for approval of the Stockholder Proposals. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN The Company shall notify NAPW the Anchor Investors promptly of the receipt of any comments from the SEC or its staff with respect to the proxy statement and of any request from by the SEC or its staff for amendments or supplements to the Information Statement such proxy statement or for additional information, information and will promptly supply to NAPW and its counsel the Anchor Investors with copies of all correspondence between PDN the Company or any of its Representativesrepresentatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Information Statementsuch proxy statement. Each of NAPW, PDN and Merger Sub If at any time prior to such stockholders’ meeting there shall use reasonable best efforts occur any event that is required to resolve all SEC comments with respect be set forth in an amendment or supplement to the Information Statement and any other required filings proxy statement, the Company shall as promptly as practicable after receipt thereofprepare and mail to its stockholders such an amendment or supplement. Each of NAPW, PDN the Anchor Investors and Merger Sub agree the Company agrees promptly to correct any information provided by it or on its behalf for use in the Information Statement which proxy statement if and to the extent that such information shall have become false or misleading in any material respect. NAPW will , and the Company shall as promptly notify PDN if at any time prior to the Closing any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Information Statement. In such case, the parties will cooperate to promptly as practicable prepare and file such mail to its stockholders an amendment or supplement with the SEC to correct such information to the extent required by applicable Law and will mail such Laws. The Company shall consult with the Anchor Investors prior to filing any proxy statement, any amendment or supplement to PDN’s stockholders thereto, or any correspondence to the extent required by applicable Law; providedSEC or its staff relating thereto, however, that prior to such filing, each party shall consult and provide the Anchor Investors with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives a reasonable opportunity to comment thereon. Notwithstanding The recommendation made by the forgoingBoard of Directors described in this Section 3.1(b) shall be included in the proxy statement filed in connection with obtaining such stockholder approval. In the event that the approval of any of the Stockholder Proposals is not obtained at such special stockholders’ meeting, the Company shall include a proposal to approve (and the Board of Directors shall unanimously recommend approval of and the Anchor Investors will vote in favor of) each such proposal at a meeting of its stockholders no party less than once in each subsequent three-month period beginning on the date of such special stockholders’ meeting until all such approvals are obtained or made. (c) After receiving stockholder approval for the Stockholder Proposals, the Board of Directors shall have any obligation approve the grant of equity awards under the 2010 Plan to notify such employees of the Company, and in the amounts, as set forth in Section 3.1(b)(i) of the Company Disclosure Letter, pursuant to the terms set forth on the Summary of Terms of Management Equity Awards set forth in Section 3.1(b)(ii) of the Company Disclosure Letter. (d) Each of the Anchor Investors, on the one hand, agrees to furnish the Company, and the Company, on the other parties of any matters hand, agrees, upon request, to furnish to the extent that Anchor Investors, all information concerning itself, its board Affiliates, directors, officers, partners and stockholders and such other matters as may be reasonably necessary or advisable in connection with the proxy statement for the Stockholder Proposals and stockholders meeting to vote thereon and any other statement, filing, notice or application made by or on behalf of directors such other party or any committee thereof determines of its Subsidiaries to any Governmental Entity in good faithconnection with the Closing and the other transactions contemplated by this Agreement; provided, after consultation with its outside legal counselhowever, that nothing in this Section 3.1(d) shall obligate the Anchor Investors to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its stockholders under applicable Lawprovide any Proprietary Information.

Filings; Other Actions. Each (a) Subject to the terms and conditions set forth in this Agreement, each of NAPW, PDN and Merger Sub the parties hereto shall use all reasonable best efforts (subject to, and in accordance with, applicable Law) to take promptly, or cause to be taken such actions taken, all actions, and to do promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the Transactions, including (i) the obtaining of all necessary actions, waivers, consents and approvals, including the Company Consents, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be required necessary to be taken under the Securities Actobtain an approval or waiver from, the Exchange Actor to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other federal securities Lawslegal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions. (b) Subject to the terms and conditions herein provided, applicable state securities or “blue sky” Laws Law and any stock exchange requirements to the provision of all necessary information by Seller in connection accordance with the Merger Section 5.13(d)(i) and the other transactions contemplated by this Agreement. Without without limiting the foregoing, as Seller shall cause the Company and the Company Subsidiaries to, and Purchaser shall, (i) promptly as practicable (but in no event later than twenty (20) days after the date of this Agreement, the parties hereto shall prepare and cause hereof) file applications required to be filed with the SEC Irish Competition Authority to consummate the Information Statement; providedTransactions (the “Merger Authority Consents”), however(ii) promptly (but in no event later than twenty (20) days after the date hereof) file applications (the “Communications Applications”) required or desirable to be filed with ComReg to effect, that prior to or in connection with, the filing transfer of control of the Information StatementCompany Licenses (the “License Consents”) and respond as promptly as practicable to any additional requests for information received from ComReg by any party to a Communications Application, PDN shall consult (iii) use all reasonable efforts to cure not later than the Closing Date (or, as the case may be, the Outside Date) any violations or defaults under any ComReg Rules, (iv) use all reasonable efforts to cooperate with NAPW each other in (A) determining whether any filings are reasonably required to be made with, or consents, permits, authorizations or approvals are reasonably required to be obtained from, any third parties or other Governmental Entities in connection with respect to the execution and delivery of this Agreement and the consummation of the Transactions and (B) timely making all such filings and shall afford NAPW and its Representatives timely seeking all such consents, permits, authorizations or approvals, (v) use all reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to take, or cause the Information Statement to be mailed taken, all other actions and do, or cause to PDN’s stockholders as be done, all other things reasonably necessary, proper or advisable to consummate and make effective the Transactions; and (vi) subject to applicable legal limitations and the instructions of any Governmental Entity, keep each other apprised of the status of matters relating to the completion of the Transactions, including promptly as reasonably practicable after furnishing the date on which the Information Statement is cleared other with copies of notices or other communications received by the SEC. NAPW shall provide PDN with Company or Purchaser, as the case may be, or any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN shall notify NAPW of the receipt of comments their respective Subsidiaries, from the SEC and of any request from the SEC for amendments or supplements to the Information Statement or for additional information, and will promptly supply to NAPW and its counsel copies of all correspondence between PDN or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, third party and/or any Governmental Entity with respect to the Information Statement. Each Transactions. (c) Save as provided in Section 6.1(a), Section 6.1(b) and Section 6.2(d), nothing in this Agreement obliges Purchaser or Seller or any of NAPW, PDN and Merger Sub shall use reasonable best efforts their respective Affiliates (i) to resolve all SEC comments give undertakings to any Government Entity in connection with respect obtaining any consents required to be obtained in accordance with ARTICLE 6 or (ii) to accept or agree to be bound by any conditions attaching to the Information Statement and obtaining or making of any other consents required filings as promptly as practicable after receipt thereof. Each of NAPW, PDN and Merger Sub agree to correct any information provided by it for use in the Information Statement which shall have become false or misleading in any material respect. NAPW will promptly notify PDN if at any time prior to the Closing any event should occur which is required by applicable Law to be set forth obtained in an amendment of, or a supplement to, the Information Statement. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement accordance with the SEC to the extent required by applicable Law and will mail such amendment or supplement to PDN’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its stockholders under applicable LawARTICLE 6.

Filings; Other Actions. Each of NAPW, PDN (a) The Investor and Merger Sub shall the Company will cooperate and consult with each other and use reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings, and other documents, and to obtain all necessary permits, consents, orders, approvals, and authorizations of, or any exemption by, all third parties and Governmental Entities, and expiration or termination of any applicable waiting periods, necessary or advisable to consummate the transactions contemplated by this Agreement, to perform covenants contemplated by this Agreement. Each party shall execute and deliver both before and after the Closing such further certificates, agreements, and other documents and take or cause to be taken such other actions as the other party may be required reasonably request to be taken under the Securities Actconsummate or implement such transactions or to evidence such events or matters. In particular, the Exchange ActCompany will use its reasonable best efforts to help the Investor promptly obtain or submit, any other federal securities Lawsas the case may be, as promptly as practicable, the approvals and authorizations of, filings and registrations with, and notifications to, or expiration or termination of any applicable state securities waiting period, all notices to and, to the extent required by applicable law or “blue sky” Laws and any stock exchange requirements in connection with regulation, consents, approvals, or exemptions from bank regulatory authorities, for the Merger and the other transactions contemplated by this Agreement. Without limiting the foregoing, as As promptly as practicable after the date of hereof, counsel to the Investor will file with the Federal Reserve a notice pursuant to the CBC Act with respect to the transactions contemplated by this Agreement. Subject to Section 4.10(c), the parties hereto Investor shall prepare use, and cause its Affiliates to be filed with use, commercially reasonable efforts to obtain by December 8, 2009, a non-objection letter from the SEC the Information Statement; provided, however, that prior to the filing of the Information Statement, PDN shall consult with NAPW Federal Reserve with respect to such filings CBC Act notice, including by responding fully to all requests for additional information from the Federal Reserve, entering into one or more passivity requirements or rebuttal of control agreements and providing such other non-control and related commitments as the Federal Reserve may require as a condition to issuing such a non-objection letter (in each case to the extent it has not done so prior to the date of this Agreement), it being understood and agreed by the parties that failure to obtain such letter by December 8, 2009 shall not impose any liability on the Investor. The Investor and the Company will each have the right to review in advance, and to the extent practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Investor, all the information (other than confidential information) relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor and the Company shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their Affiliates from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement. Notwithstanding the foregoing, the Investor shall not be required to provide any materials to the Company that it deems private or confidential nor shall be required to make any commitments to any Governmental Entity in connection therewith or suffer any burdensome requirements or restrictions in connection therewith. (b) The Company shall call a special meeting of its stockholders, as promptly as practicable, after the date of this Agreement to obtain the Stockholder Approvals, including, without limitation, amending the Articles of Incorporation to increase the number of authorized shares of Common Stock to 300 million, approving the issuance of Common Shares for purposes of rule 5635 of NASDAQ’s listing rules to the Investor and the investors participating in the Other Private Placements. The Board of Directors shall unanimously recommend to the Company’s stockholders that such stockholders provide the Stockholder Approvals, and shall afford NAPW not modify or withdraw such resolution. In connection with such meeting, the Company shall promptly prepare (and its Representatives reasonable opportunity the Investor will reasonably cooperate with the Company to comment thereon. The parties hereto prepare) and file with the SEC a preliminary proxy statement, shall use its reasonable best efforts to solicit proxies for such stockholder approval, and shall use its reasonable best efforts to respond promptly to any comments of the SEC or its staff and to cause the Information Statement a definitive proxy statement related to such stockholders’ meeting to be mailed to PDNthe Company’s stockholders stockholders, as promptly as reasonably practicable practicable, after the date on which the Information Statement is cleared clearance by the SEC. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN The Company shall notify NAPW the Investor promptly of the receipt of any comments from the SEC or its staff with respect to the proxy statement and of any request from by the SEC or its staff for amendments or supplements to the Information Statement such proxy statement or for additional information, information and will promptly supply to NAPW and its counsel the Investor with copies of all correspondence between PDN the Company or any of its Representativesrepresentatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Information Statementsuch proxy statement. Each of NAPW, PDN and Merger Sub If at any time prior to such stockholders’ meeting there shall use reasonable best efforts occur any event that is required to resolve all SEC comments with respect be set forth in an amendment or supplement to the Information Statement and any other required filings proxy statement, the Company shall, as promptly as practicable after receipt thereofpracticable, prepare and mail to its stockholders such an amendment or supplement. Each of NAPW, PDN The Investor and Merger Sub the Company each agree to correct promptly any information provided by it or on its behalf for use in the Information Statement which proxy statement if and to the extent that such information shall have become false or misleading in any material respect. NAPW will , and the Company shall, as promptly notify PDN if at any time prior as practicable, prepare and mail to its stockholders an amendment or supplement to correct such information to the Closing any event should occur which is extent required by applicable Law laws and regulations. The Company shall consult with the Investor prior to mailing any proxy statement, or any amendment or supplement thereto, and provide the Investor with reasonable opportunity to comment thereon. The directors’ recommendation described in this Section 3.1 shall be included in the proxy statement filed in connection with obtaining such stockholder approval. Immediately upon approval by stockholders of the increase in the Company’s authorized number of shares of Common Stock as provided above, the Company shall file articles of amendment to duly amend its Articles of Incorporation to include such increase. (c) The Company has filed a registration statement relating to the Public Offering with the SEC (Registration No. 333-162377). The Company shall promptly prepare (and the Investor will reasonably cooperate with the Company to prepare) and file with the SEC an amendment to the registration statement (including, for purposes of this Section 3.1(c), the prospectuses forming a part thereof), and shall use its reasonable best efforts to respond to any comments of the SEC or its staff The Company shall notify the Investor promptly of the receipt of any comments from the SEC or its staff with respect to the registration statement and of any request by the SEC or its staff for amendments or supplements to such registration statement or for additional information and will supply the Investor with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to such registration statement. If there shall occur any event that is required to be set forth in an amendment of, or a supplement toto the registration statement, the Information Statement. In such caseCompany shall, the parties will cooperate to as promptly as practicable, prepare and file such an amendment or supplement. The Investor and the Company each agree to correct promptly any information provided by it or on its behalf for use in the registration statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall, as promptly as practicable, prepare and file with the SEC an amendment or supplement with the SEC to correct such information to the extent required by applicable Law laws and will mail such regulations. The Company shall consult with the Investor prior to filing any registration statement, or any amendment or supplement to PDN’s stockholders to thereto, and provide the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult Investor with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing. (d) Each party agrees, no party shall have any obligation upon request, to notify furnish the other parties party with all information concerning itself, its subsidiaries, Affiliates, directors, officers, partners, and stockholders and such other matters as may be reasonably necessary or advisable in connection with the proxy statement in connection with such stockholders’ meeting and any other statement, filing, notice, or application made by or on behalf of such other party or any of its subsidiaries to any Governmental Entity in connection with this Agreement. (e) From the date of this Agreement, until the Closing, the Company shall not, directly or indirectly, amend, modify, or waive, and the Board of Directors shall not recommend approval of any matters proposal to the extent that its board stockholders having the effect of directors amending, modifying, or waiving any provision in the Articles of Incorporation or bylaws of the Company in any manner adverse to the Investor or any committee thereof determines other holder of Common Stock issued pursuant to this Agreement, including, for the avoidance of doubt, any amendment, modification, or waiver that has the effect of exempting any person (other than the Investor or any other holder of the Securities issued pursuant to this Agreement) from the stock ownership restrictions set forth in good faithArticle X of the Articles of Incorporation. (f) The Company shall take all actions necessary to ensure that none of the execution and delivery of this Agreement, after consultation with its outside legal counselnor the consummation of the transactions contemplated hereby, that to do so would be inconsistent with nor the directors’ exercise consummation of their fiduciary obligations to its stockholders under applicable Lawthe transactions contemplated as part of the Other Private Placements or the Public Offering, nor the Stockholder Approvals will constitute a “change in control” or “change of control” within the meaning of any Benefit Plan.

Filings; Other Actions. (a) Each of NAPWInvestor, PDN on the one hand, and Merger Sub shall the Company, on the other hand, will cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, and the expiration or termination of any applicable waiting periods, necessary or advisable to consummate the transactions contemplated by this Agreement, and to perform the covenants contemplated by this Agreement. Each party shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take or cause to be taken such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters. In particular, each Investor will use its reasonable best efforts to promptly obtain or submit, and the Company will cooperate as may reasonably be required requested by such Investor to be taken help such Investor promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, filings and registrations with, and notifications to, or expiration or termination of any applicable waiting period, under the Securities Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or applicable competition or merger control laws of other jurisdictions, all notices to and, to the Exchange Actextent required by applicable law or regulation, any other federal securities Lawsconsents, any applicable state securities approvals or “blue sky” Laws and any stock exchange requirements in connection with exemptions from bank regulatory authorities, for the Merger and the other transactions contemplated by this Agreement. Without limiting the foregoing, the Company and each Investor that is required to file a notification under the HSR Act in connection with the transactions contemplated by this Agreement shall prepare and file a Notification and Report Form pursuant to the HSR Act as promptly after the date of this Agreement. Without limiting the foregoing, each Investor which will upon the Closing own or be deemed to own more than 10% of the outstanding shares of Common Stock and be subject to a “control factor” (as such term is defined in 12 C.F.R. §574.4(c)) shall prepare and file, and cause any of its applicable Affiliates to prepare and file, with the Office of Thrift Supervision (the “OTS”), as promptly as practicable but in no event more than five business days after the date of this Agreement, the parties hereto shall prepare and cause to be filed with the SEC the Information Statement; provided, however, that prior to the filing a rebuttal of the Information Statement, PDN shall consult with NAPW control submission with respect to such filings the transactions contemplated by this Agreement, and shall afford NAPW use, and cause its Representatives reasonable opportunity Affiliates to comment thereon. The parties hereto shall use use, all reasonable best efforts to obtain OTS approval and acceptance of such rebuttal as promptly as possible, including without limitation responding fully to all requests for additional information from the OTS, entering into one or more rebuttal of control agreements in the form set forth in 12 C.F.R. §574.100 and providing such other non-control and related commitments as the OTS may require as a condition to approving and accepting such rebuttal of control submission (in each case to the extent it has not done so prior to the date of this Agreement. Each Investor, with respect to the transactions applicable to it, and the Company will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, all the information relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions to which it will be party contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters referred to in this Section 3.1(a). Each Investor and the Company shall promptly furnish the other with copies of written communications received by it or its Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement (other than any portions thereof that relate to confidential supervisory matters). (b) Unless this Agreement has been terminated pursuant to Section 5.1, the Company shall call a special meeting of its shareholders, as promptly as practicable following the later of (1) the Closing and (2) the 2008 annual meeting of its shareholders, to vote on proposals (collectively, the “Shareholder Proposals”) to (A) approve the conversion of the Convertible Preferred Stock into, and exercise of the Warrants for, Common Stock for purposes of Section 312.03 of the NYSE Listed Company Manual, and (B) amend the Company’s articles of incorporation to, among other things, increase the number of authorized shares of Common Stock to at least such number as shall be sufficient to permit the full conversion of the Convertible Preferred Stock into, and exercise of the Warrants for, Common Stock. The Board of Directors shall recommend to the Company’s shareholders that such shareholders vote in favor of the Shareholder Proposals. In connection with such meeting, the Company shall promptly prepare (and each Investor will reasonably cooperate with the Company to prepare) and file (but in no event more than ten business days after the date of this Agreement) with the SEC a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause the Information Statement a definitive proxy statement related to such shareholders’ meeting to be mailed to PDNthe Company’s stockholders as promptly as reasonably practicable shareholders not more than five business days after the date on which the Information Statement is cleared clearance thereof by the SEC, and shall use its reasonable best efforts to solicit proxies for such shareholder approval. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN The Company shall notify NAPW each Investor promptly of the receipt of any comments from the SEC or its staff and of any request from by the SEC or its staff for amendments or supplements to the Information Statement such proxy statement or for additional information, information and will promptly supply to NAPW and its counsel each Investor with copies of all correspondence between PDN the Company or any of its Representativesrepresentatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Information Statementsuch proxy statement. Each of NAPW, PDN and Merger Sub If at any time prior to such shareholders’ meeting there shall use reasonable best efforts occur any event that is required to resolve all SEC comments with respect be set forth in an amendment or supplement to the Information Statement and any other required filings proxy statement, the Company shall as promptly as practicable after receipt thereofprepare and mail to its shareholders such an amendment or supplement. Each of NAPW, PDN Investor and Merger Sub agree the Company agrees promptly to correct any information provided by it or on its behalf for use in the Information Statement which proxy statement if and to the extent that such information shall have become false or misleading in any material respect. NAPW will , and the Company shall as promptly notify PDN if at any time prior to the Closing any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Information Statement. In such case, the parties will cooperate to promptly as practicable prepare and file such mail to its shareholders an amendment or supplement with the SEC to correct such information to the extent required by applicable Law laws and will mail such regulations. The Company shall consult with the Investors prior to filing any proxy statement, or any amendment or supplement to PDN’s stockholders to the extent required by applicable Law; providedthereto, however, that prior to such filing, and provide each party shall consult Investor with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives a reasonable opportunity to comment thereon. Notwithstanding In the forgoingevent that the approvals necessary to permit the Convertible Preferred Stock and Warrants to be converted into or exercised for Common Stock are not obtained at such special shareholders meeting, the Company shall include a proposal to approve (and the Board of Directors shall recommend approval of) such issuance at a meeting of its shareholders no party shall have any obligation to notify less than once in each subsequent six-month period beginning on July 1, 2008 until such approval is obtained or made. (c) Each Investor, on the one hand, and the Company, on the other parties hand, agrees, upon request, to furnish the other party with all information concerning itself, its Affiliates, directors, officers, partners and shareholders and such other matters as may be reasonably necessary or advisable in connection with the proxy statement in connection with any such shareholders meeting and any other statement, filing, notice or application made by or on behalf of any matters to the extent that its board of directors such other party or any committee thereof determines of its Subsidiaries to any Governmental Entity in connection with the Closing and the other transactions contemplated by this Agreement. (d) Unless this Agreement has been terminated pursuant to Section 5.1, each Investor hereby agrees that at any meeting of the shareholders of the Company held to vote on the Shareholder Proposals, however called, such Investor shall vote, or cause to be voted, all of the shares of Common Stock Beneficially Owned by such Investor and its Affiliates in favor of the Shareholder Proposals. (e) In the event that the Shareholder Proposal to approve the conversion of the Convertible Preferred Stock into, and exercise of the Warrants for, Common Stock for purposes of Section 312.03 of the NYSE Listed Company Manual is approved by the Company’s shareholders, but the other Shareholder Proposal is not so approved, the Company shall negotiate in good faith, after consultation faith with its outside legal counsel, that each Investor to do so would be inconsistent provide promptly each Investor with the directors’ exercise option of their fiduciary exchanging its Convertible Preferred Stock into (and to exchange its Warrants for securities exercisable for) depositary receipts for a junior participating preferred stock with rights as to voting, liquidation and dividends identical to those of Common Stock, all on such terms and conditions as the Company and such Investor may mutually agree. (f) Olympic Partners shall take all actions reasonably necessary to enforce the obligations of each of the Sponsors, as defined in the Equity Financing Commitments to its stockholders under applicable Lawwhich Olympic Partners is a party.

Filings; Other Actions. (a) Each of NAPWthe Company, PDN Parent and Merger Sub shall: (i) promptly make and effect, or cause to be made and effected, all registrations, filings and submissions required to be made or effected by it pursuant to the Exchange Act and other applicable U.S. state or federal securities, takeover or “blue sky” laws; and (ii) use their reasonable best efforts to take, or cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the Transactions. Without limiting the generality of the foregoing, each of the Company, Parent and Merger Sub agrees to use its reasonable best efforts to (A) promptly provide all information requested by any Governmental Entity in connection with the Transactions and (B) promptly take, and cause its Affiliates to take, all actions necessary to obtain any antitrust clearance or similar clearance required to be obtained from the Federal Trade Commission, the Department of Justice, any state attorney general or any other Governmental Entity in connection with the Transactions. (b) Each of the Company, Parent and Merger Sub shall promptly make and effect, or cause to be made and effected, all notifications and applications required by the Telecommunications Regulatory Authorities under applicable Legal Requirements. Without limiting the generality of the foregoing, each of the Company, Parent and Merger Sub agrees to use its reasonable best efforts to (i) promptly (but in any event within 15 days after the date hereof) provide all notifications required by and file all applications with (A) the FCC seeking the consent of the FCC that are necessary or appropriate to consummate the Transactions, including the FCC Consents listed on Section 4.3(b)(i)(A) of the Company Disclosure Schedule and (B) the State PSCs seeking the PSC Consents listed on Section 4.3(b)(i)(B) of the Company Disclosure Schedule that are necessary or appropriate to consummate the Transactions (such notifications and applications in (A) and (B), collectively, the “Tier 1 Filings”); (ii) promptly (but in any event within 20 days after the date hereof) provide all notifications required by and file all applications with the State PSCs seeking the PSC Consents listed on Section 4.3(b)(ii) of the Company Disclosure Schedule that are necessary or appropriate to consummate the Transactions (collectively, the “Tier 2 Filings”); and (iii) promptly (but in any event within 35 days after the date hereof) provide all notifications required by and file all applications with the State PSCs seeking the PSC Consents listed on Section 4.3(b)(iii) of the Company Disclosure Schedule that are necessary or appropriate to consummate the Transactions (collectively, the “Tier 3 Filings”). (c) Without limiting the generality of anything contained in Section 4.3(a), Section 4.3(b) or Section 4.3(d), each party hereto shall: (i) give the other parties prompt (but in any event within two (2) Business Days) notice of the commencement by any Governmental Entity of any investigation, action or Legal Proceeding by or before any Governmental Entity with respect to the Transactions; (ii) keep the other parties informed as to the status of any such investigation, action or Legal Proceeding; and (iii) promptly inform the other parties of any communication to or from the Federal Trade Commission, the Department of Justice, any Telecommunications Regulatory Authority or any other Governmental Entity regarding the Merger. Each party hereto will consult and cooperate with the other parties and will consider in good faith the views of the other parties in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any investigation, action or Legal Proceeding under or relating to (A) the HSR Act or any other federal, state or foreign antitrust, competition or fair trade law, (B) the FCC Consents and PSC Consents, or (C) any Legal Requirement enforced or administered by a Telecommunications Regulatory Authority. In addition, except as may be prohibited by any Governmental Entity or by any Legal Requirement, in connection with any such investigation, action or Legal Proceeding, each party hereto will provide prior notice to the other parties of, and permit authorized Representatives of the other parties to be present at, each meeting or conference relating to such investigation, action or Legal Proceeding and will provide access to and will consult with the other parties in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with such investigation, action or Legal Proceeding. (d) Without limiting the generality of anything contained in Section 4.3(a), Section 4.3(b) or Section 4.3(c), Parent and Merger Sub shall take or cause to be taken the following actions: (i) the prompt use of reasonable best efforts to avoid the entry of any permanent, preliminary or temporary injunction or other order, decree, decision, determination or judgment that would restrain, prevent, enjoin or otherwise prohibit consummation of the Transactions; and (ii) the prompt use of reasonable best efforts, in the event that any permanent, preliminary or temporary injunction, decision, order, judgment, determination or decree is entered or issued, or becomes reasonably foreseeable or threatened to be entered or issued, in any proceeding, review or inquiry of any kind that would make consummation of the Merger or the other Transactions in accordance with the terms of this Agreement unlawful or that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Merger or the other Transactions, to resist, vacate, modify, reverse, suspend, prevent, eliminate, avoid or remove such actual, anticipated or threatened injunction, decision, order, judgment, determination or decree so as to permit such consummation on the schedule contemplated by this Agreement. (e) With respect to each application, notice or other filing with any Governmental Entity referenced in Section 4.3(a) and Section 4.3(b) above, the Company, on the one hand, and Parent and Merger Sub, on the other hand, shall provide the other with all information necessary for the preparation of such applications, notifications and filings on a timely basis, and shall take and use reasonable best efforts to prosecute the applications for such approvals diligently and in good faith. Each of the Company, Parent and Merger Sub shall take such actions as may be necessary or advisable in connection with such applications, including the furnishing to Governmental Entities of any documents, materials or other information requested. In addition, each of the Company, Parent and Merger Sub shall: (A) permit a Representative of the other party to attend and participate in substantive meetings (telephonic and otherwise) with Governmental Entities relating to the applications, notices or other filings referenced in Section 4.3(a) and Section 4.3(b); and (B) permit the other party to review in advance any proposed written communication to Governmental Entities relating to the applications, notices or other filings referenced in Section 4.3(a) and Section 4.3(b). No party shall, without the written consent of the other party, knowingly take, or fail to take, any action if the reasonably anticipated consequence of such action or failure to act is, or would be, to cause or materially increase the probability of any Governmental Entity not to grant its required consent as required or appropriate to consummate the Merger and the Transactions. If there are any challenges or protests to such applications, or any petitions for reconsideration, appeals or similar filings made seeking to overturn the consent of a Governmental Entity (including without limitation, reconsideration of a Governmental Entity on its own motion), each of the Company, Parent and Merger Sub shall use reasonable best efforts to take defend the applicable grants of authority against such actions. (f) With respect to each joint application, notice or cause to be taken such actions as may be required to be taken under the Securities Actother filing with any Governmental Entity, the Exchange Actincluding any Telecommunications Regulatory Authority, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger or the other Transactions, Parent shall, subject to applicable law and the other transactions contemplated by this Agreement. Without limiting rules and regulations of any Telecommunications Regulatory Authority, have primary responsibility for preparing and filing such submissions, and the foregoingCompany shall have the right to review, as promptly as practicable after the date of this Agreement, the parties hereto shall prepare comment and cause to be filed with the SEC the Information Statement; provided, however, that approve each submission prior to the filing. Parent shall pay all filing of the Information Statement, PDN shall consult with NAPW fees payable with respect to any such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to cause the Information Statement to be mailed to PDN’s stockholders as promptly as reasonably practicable after the date on which the Information Statement is cleared by the SEC. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law applications, notices or that is reasonably requested by PDN. PDN shall notify NAPW of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Information Statement or for additional information, and will promptly supply to NAPW and its counsel copies of all correspondence between PDN or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Information Statement. Each of NAPW, PDN and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Information Statement and any other required filings as promptly as practicable after receipt thereof. Each of NAPW, PDN and Merger Sub agree to correct any information provided by it for use in the Information Statement which shall have become false or misleading in any material respect. NAPW will promptly notify PDN if at any time prior to the Closing any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Information Statement. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to PDN’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its stockholders under applicable Lawfilings.

Filings; Other Actions. (a) Subject to the obligations of consultation contained herein, Grace and Sealed Air shall promptly prepare for filing the Grace Registration Statement and the Joint Proxy Statement to be mailed to their shareholders, and Grace shall prepare the New Grace Registration Statement (and related prospectus forming a part thereof to be mailed to the Grace shareholders), in each case in connection with the Reorganization. In connection with the foregoing, Grace shall prepare audited annual and unaudited interim financial statements prepared in accordance with US GAAP and in compliance with Regulation S-K under the Securities Act for the Packaging Business (including Grace after giving effect to the Distribution) and for the New Grace Business, and such financial statements shall be included in the Registration Statements and the Joint Proxy Statement as may be appropriate. Each party hereto shall use its reasonable efforts, after consultation with the other parties hereto, to respond promptly to any comments made by the SEC with respect to such filings, to have such filings declared effective or cleared, as the case may be, and cause such filings to be mailed at the earliest reasonably practicable time. Each party hereto and its counsel shall be given a reasonable opportunity to review and comment on each version of NAPWsuch filings prior to the filing thereof with the SEC. Each party hereto also shall use its reasonable efforts to obtain all necessary state securities law or blue sky permits and approvals required to carry out the transactions contemplated hereby and shall furnish all information as may be reasonably requested in connection with any such action. (b) Each party hereto shall cooperate with the other parties hereto, PDN subject to the terms and Merger Sub conditions set forth herein, use its reasonable efforts promptly to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain as promptly as reasonably practicable all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated hereby. Each party hereto shall consult with the other parties hereto with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated hereby, and each party shall keep the other parties hereto apprised of the status of matters relating to completion of the transactions contemplated hereby. (c) Each party hereto shall, upon reasonable request and except as otherwise may be required by applicable law, furnish the other parties hereto with all information concerning itself, its subsidiaries, directors, officers, shareholders and other Affiliates and such other matters as may be reasonably necessary or advisable in connection any statement, filing, notice or application made by or on behalf of such other party or any of its Affiliates to any Governmental Entity in connection with any transactions contemplated by this Agreement. (d) Each party hereto shall, subject to applicable laws relating to the disclosure and exchange of information, promptly furnish the other parties hereto with copies of written communications received by each such party or any of its subsidiaries, from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated hereby. (e) Each party hereto shall cooperate with each other party hereto and shall use reasonable best efforts to take or cause to be taken such all actions as may be required to be taken under the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities and do or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement. Without limiting the foregoing, as promptly as practicable after the date of this Agreement, the parties hereto shall prepare and cause to be filed with the SEC the Information Statement; provideddone all things reasonably necessary, however, that prior proper or advisable to the filing obtain favorable review of the Information Statement, PDN shall consult with NAPW with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to cause proposed transaction under the Information Statement to be mailed to PDN’s stockholders as promptly as reasonably practicable after the date on which the Information Statement is cleared by the SEC. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN shall notify NAPW of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Information Statement or for additional information, and will promptly supply to NAPW and its counsel copies of all correspondence between PDN or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Information Statement. Each of NAPW, PDN and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Information Statement HSR Act and any other required filings as promptly as practicable after receipt thereof. Each of NAPW, PDN and Merger Sub agree to correct any information provided by it for use in the Information Statement which shall have become false foreign antitrust or misleading in any material respect. NAPW will promptly notify PDN if at any time prior to the Closing any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Information Statement. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to PDN’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its stockholders under applicable Lawcompetition laws.

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement, IAC and the Company shall prepare, and IAC shall cause NewCo to file with the SEC, the Form S-4, which will include the Proxy Statement/Prospectus. Each of NAPW, PDN IAC and Merger Sub the Company shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken have the Form S-4 declared effective under the Securities Act, Act as promptly as reasonably practicable after such filing and to keep the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated hereby or by this Agreement. Without limiting the foregoing, as promptly as practicable after the date of this Agreement, the parties hereto shall prepare and cause to be filed with the SEC the Information Statement; provided, however, that prior to the filing of the Information Statement, PDN shall consult with NAPW with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereonAncillary Agreements. The parties hereto shall use reasonable best efforts to Company will cause the Information Statement Proxy Statement/Prospectus to be mailed to PDNthe Company’s stockholders as promptly soon as reasonably practicable after the date on which the Information Statement Form S-4 is cleared declared effective by the SECSEC under the Securities Act. NAPW IAC shall provide PDN use its reasonable best efforts, and the Company shall reasonably cooperate with IAC, to keep the Form S-4 effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement or by the Ancillary Agreements, including the Merger. IAC shall also cause NewCo to take any information for inclusion action required to be taken under any applicable state securities Laws in connection with the issuance and reservation of shares of NewCo Class A Common Stock in the Information Statement that Merger, and the Company shall furnish all information concerning the Company and the holders of Company Common Stock, or holders of a beneficial interest therein, as may be required under applicable Law or that is reasonably requested by PDNIAC in connection with any such action. PDN shall notify NAPW of the receipt of comments from the SEC and of any request from the SEC for amendments No filing or supplements to the Information Statement or for additional information, and will promptly supply to NAPW and its counsel copies of all correspondence between PDN or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Information Statement. Each of NAPW, PDN and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Information Statement and any other required filings as promptly as practicable after receipt thereof. Each of NAPW, PDN and Merger Sub agree to correct any information provided by it for use in the Information Statement which shall have become false or misleading in any material respect. NAPW will promptly notify PDN if at any time prior to the Closing any event should occur which is required by applicable Law to be set forth in an amendment mailing of, or a amendment or supplement to, the Information Form S-4 or the Proxy Statement. In such case/Prospectus will be made by IAC or the Company, as applicable, without the parties will cooperate to promptly prepare other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to PDN’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its stockholders under applicable Law.without

Filings; Other Actions. (a) Each of NAPW, PDN the Purchaser and Merger Sub shall the Company will cooperate and consult with the other and use reasonable its best efforts to take prepare and file as soon as possible all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or cause to be taken such actions as may be required to be taken under the Securities Actany exemption by, the Exchange Actall third parties and Governmental Entities, any other federal securities Laws, and expiration or termination of any applicable state securities waiting periods, necessary or “blue sky” Laws advisable to consummate the transactions contemplated by this Agreement and any stock exchange requirements in connection with the Merger and the other transactions to perform covenants contemplated by this Agreement. Without limiting the foregoing, as promptly As soon as practicable after following the execution of this Agreement, but in no event later than thirty (30) calendar days from the date of this Agreement, the parties hereto Purchaser shall prepare seek all governmental and cause to be filed regulatory consents and approvals required for the consummation of the transaction contemplated by this Agreement (the “Regulatory Approvals”), including, without limitation, any approvals required by U.S. federal regulatory and government agencies, including the Korean Financial Services Commission and the Board of Governors of the Federal Reserve System (the “FRB”) and all applicable state bank and other regulatory or government agencies, including the CDFI and CDI. The Purchaser shall provide the Company with the SEC the Information Statement; provideddraft applications, howeverother than materials filed in connection therewith under a claim of confidentiality, that prior to the filing FRB, CDFI and for comment by the Company as soon as practicable (but in no event later than fifteen (15) Business Days from the date of this Agreement) and the Company shall provide its comments as promptly as possible after receiving the draft applications from the Purchaser (but in no event later than three (3) business days from the date of receipt of the Information Statement, PDN draft applications). Each of the Company and the Purchaser shall consult with NAPW with respect keep the other party advised as to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereonthe status of the Regulatory Approvals. The parties hereto Purchaser shall use its reasonable best efforts to obtain each such Regulatory Approval as promptly as practicable following the submission or filing thereof. The Company will provide reasonable cooperation and assistance in connection therewith (including the furnishing of any information and any reasonable undertaking or reasonable commitments which may be required to obtain the Regulatory Approvals). (b) As soon as practicable after the execution of this Agreement, the Company shall call a meeting of its stockholders, to vote on proposals (collectively, the “Stockholder Proposals”) to approve (i) the amendment to the Company’s certificate of incorporation to increase the authorized number of common stock to 500 million shares and (ii) the transactions contemplated by this Agreement (including the issuance of the Shares). The Board of Directors shall unanimously recommend to the Company’s stockholders that such stockholders approve the Stockholder Proposals (the “Board Recommendation”). In connection with such meeting, the Company shall promptly prepare (and the Purchaser will reasonably cooperate with the Company to prepare) and file (but in no event more than 30 days following the execution of this Agreement) with the SEC a preliminary proxy statement, shall use its best efforts to solicit proxies for such stockholder approval and shall use its best efforts to respond to any comments of the SEC or its staff and to cause the Information Statement a definitive proxy statement related to such stockholders’ meeting to be mailed to PDNthe Company’s stockholders as promptly as reasonably practicable after the date on which the Information Statement is cleared clearance by the SEC. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN The Company shall notify NAPW the Purchaser promptly of the receipt of any comments from the SEC or its staff with respect to the proxy statement and of any request from by the SEC or its staff for amendments or supplements to the Information Statement such proxy statement or for additional information, information and will promptly supply to NAPW and its counsel the Purchaser with copies of all correspondence between PDN the Company or any of its Representativesrepresentatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Information Statementsuch proxy statement. Each of NAPW, PDN and Merger Sub If at any time prior to such stockholders’ meeting there shall use reasonable best efforts occur any event that is required to resolve all SEC comments with respect be set forth in an amendment or supplement to the Information Statement and any other required filings proxy statement, the Company shall as promptly as practicable after receipt thereofprepare and mail to its stockholders such an amendment or supplement. Each of NAPW, PDN the Purchaser and Merger Sub agree the Company agrees promptly to correct any information provided by it or on its behalf for use in the Information Statement which proxy statement if and to the extent that such information shall have become false or misleading in any material respect. NAPW will , and the Company shall as promptly notify PDN if at any time prior to the Closing any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Information Statement. In such case, the parties will cooperate to promptly as practicable prepare and file such mail to its stockholders an amendment or supplement with the SEC to correct such information to the extent required by applicable Law laws and will mail such regulations. The Company shall consult with the Purchaser prior to mailing any proxy statement, or any amendment or supplement to PDN’s stockholders to thereto, and provide the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult Purchaser with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding The directors’ recommendation described in this Section 4.1(c) shall be included in the forgoingproxy statement filed in connection with obtaining such stockholder approval. In the event the Company fails to obtain stockholder approval of the Stockholder Proposals at such stockholders’ meeting, the Company shall include a proposal to approve (and, the Board of Directors shall unanimously recommend approval of) such Stockholder Proposal(s) at a subsequent meeting of its stockholders to be held no later than 90 calendar days therefrom. Immediately upon approval of the Stockholder Proposals, the Company shall amend its Certificate of Incorporation to effect the increase in the authorized shares of Common Stock. (c) Subject to Section 4.2 hereof, each party shall have any obligation agrees, upon request, to notify furnish the other parties of any party with all information concerning itself, its subsidiaries, Affiliates, directors, officers, partners and stockholders and such other matters to the extent that its board of directors as may be reasonably necessary or any committee thereof determines advisable in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent connection with the directorsproxy statement relating to such stockholders’ exercise of their fiduciary obligations to its stockholders under applicable Lawmeeting.

Filings; Other Actions. Each (a) Subject to the obligations of NAPWconsultation contained herein, PDN Grace and Merger Sub Sealed Air shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under promptly prepare for filing the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger Xxxxx Xxxxx- tration Statement and the other transactions contemplated by this Agreement. Without limiting the foregoing, as promptly as practicable after the date of this Agreement, the parties hereto shall prepare and cause to be filed with the SEC the Information Statement; provided, however, that prior to the filing of the Information Statement, PDN shall consult with NAPW with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to cause the Information Joint Proxy Statement to be mailed to PDN’s stockholders their shareholders, and Grace shall prepare the New Grace Reg- istration Statement (and related prospectus forming a part thereof to be mailed to the Grace shareholders), in each case in connection with the Reorganization. In connection with the foregoing, Grace shall prepare audited annual and unaudited interim financial statements prepared in accordance with US GAAP and in compliance with Regulation S-K under the Securities Act for the Packaging Business (including Grace after giving effect to the Distribution) and for the New Grace Business, and such financial statements shall be included in the Registration Statements and the Joint Proxy Statement as may be appropriate. Each party hereto shall use its reasonable efforts, after con- sultation with the other parties hereto, to respond promptly to any comments made by the SEC with respect to such filings, to have such filings declared effective or cleared, as the case may be, and cause such filings to be mailed at the earliest reasonably practicable time. Each party hereto and its counsel shall be given a reasonable opportunity to review and comment on each version of such filings prior to the filing thereof with the SEC. Each party hereto also shall use its reasonable efforts to obtain all necessary state securities law or blue sky permits and approvals required to carry out the transac- tions contemplated hereby and shall furnish all information as may be reasonably requested in connection with any such action. (b) Each party hereto shall cooperate with the other parties hereto, subject to the terms and conditions set forth herein, use its reasonable efforts promptly to prepare and file all necessary documentation, to effect all necessary applica- tions, notices, petitions, filings and other documents, and to obtain as promptly as reasonably practicable after all necessary per- mits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities nec- xxxxxx or advisable to consummate the date on which the Information Statement is cleared by the SECtransactions contemplated hereby. NAPW Each party hereto shall provide PDN consult with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN shall notify NAPW of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Information Statement or for additional information, and will promptly supply to NAPW and its counsel copies of all correspondence between PDN or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, parties hereto with respect to the Information Statement. Each obtaining of NAPWall permits, PDN consents, approvals and Merger Sub shall use reasonable best efforts authorizations of all third parties and Govern- mental Entities necessary or advisable to resolve all SEC comments with respect to consummate the Information Statement trans- actions contemplated hereby, and any other required filings as promptly as practicable after receipt thereof. Each of NAPW, PDN and Merger Sub agree to correct any information provided by it for use in the Information Statement which shall have become false or misleading in any material respect. NAPW will promptly notify PDN if at any time prior to the Closing any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Information Statement. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to PDN’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify keep the other parties hereto apprised of any the status of matters relating to completion of the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its stockholders under applicable Lawtransactions contemplated hereby.

Filings; Other Actions. Each (a) Notwithstanding the foregoing, if a Short Form Merger may be effected in accordance with Section 2.8 and Section 267 of NAPWthe DGCL, PDN the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective on the dates specified in Section 2.2 without a special meeting of its stockholders, in accordance with Section 267 of the DGCL. Unless this Agreement is validly terminated in accordance with Section 8.1, in the event the Company Stockholder Approval is required, the Company, upon written request by Parent and Purchaser no later than ten (10) days after the Expiration Date, shall obtain the Company Stockholder Approval by written consent (the “Written Consent”) of Parent, Purchaser and any Affiliates thereof holding Shares, and Parent and Purchaser shall promptly execute and deliver such Written Consent to the Company in accordance with Section 228 of the DGCL voting all Shares held thereby in favor of adoption of this Agreement and approval of the Merger. The Company shall comply with the DGCL, the Company’s organizational documents, the Exchange Act and the applicable rules and regulations of the London Stock Exchange in connection with such Written Consent, including (i) preparing and delivering the Information Statement to the Company’s stockholders as required pursuant to the Exchange Act and Section 6.4 and (ii) giving prompt notice of the taking of the actions described in the Written Consent in accordance with Section 228 of the DGCL to all holders of Shares not executing the Written Consent, together with any additional information required by the DGCL, including a description of the appraisal rights of holders of Shares available under Section 262 of the DGCL. (b) In the event Parent delivers a Written Consent pursuant to Section 6.4(a) above, the Company shall prepare and file with the SEC an information statement (together with any other required materials, the “Information Statement”), which shall, subject to Section 6.3, include the Recommendation. (c) Parent and its counsel shall be given a reasonable opportunity to review and comment on the Information Statement, if necessary and as applicable (including each amendment or supplement thereto) before it is filed with the SEC. The Company shall provide Parent and Merger Sub (in writing, if written), and consult with Parent and Merger Sub regarding, any comments (written or oral) the Company or its counsel may receive from the SEC or its staff with respect to the Information Statement as promptly as practicable after receipt of such comments. Parent and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses. The Company and Parent shall each use its reasonable best efforts to take or promptly provide responses to the SEC with respect to all comments received on the Information Statement by the SEC and the Company shall cause the definitive Information Statement to be taken mailed promptly after the SEC staff advises it that it has no further comments thereon or that the Company may commence mailing the Information Statement. Subject to applicable Law, the Company and Parent (with respect to itself and Merger Sub) shall each, upon request of the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such actions other matters as may be required to be taken under the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities reasonably necessary or “blue sky” Laws and any stock exchange requirements advisable in connection with the Information Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or Governmental Entity in connection with the Offer, the Merger and the other transactions contemplated by this Agreement. Without limiting the foregoing, as promptly as practicable after the date of this Agreement, the parties hereto shall prepare and cause to be filed with the SEC the Information Statement; provided, however, that prior to the filing of the Information Statement, PDN shall consult with NAPW with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to cause the Information Statement to be mailed to PDN’s stockholders as promptly as reasonably practicable after the date on which the Information Statement is cleared by the SEC. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN shall notify NAPW of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Information Statement or for additional information, and will promptly supply to NAPW and its counsel copies of all correspondence between PDN or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Information Statement. Each of NAPW, PDN and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Information Statement and any other required filings as promptly as practicable after receipt thereof. Each of NAPW, PDN and Merger Sub agree to correct any information provided by it for use in the Information Statement which shall have become false or misleading in any material respect. NAPW will promptly notify PDN if at any time prior to the Closing any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Information Statement. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to PDN’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its stockholders under applicable Law.

Filings; Other Actions. (a) Each of NAPWMid Am and Citizens agrees to cooperate in the preparation of a registration statement on Form S-4 (the "Registration Statement") to be filed by Citizens with the SEC in connection with the issuance of Citizens Common Stock in the Merger (including the joint proxy statement and prospectus and other proxy solicitation materials of Citizens and Mid Am constituting a part thereof (the "Joint Proxy Statement/Prospectus")). Citizens agrees to use all reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after filing thereof. Citizens also agrees to use all reasonable best efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Plan, PDN and Merger Sub shall each of Citizens and Mid Am agrees to furnish all information concerning it and the holders of its capital stock as may be reasonably requested in connection with any such action. (b) Each of Mid Am and Citizens agrees to cooperate with the other and, subject to the terms and conditions set forth in this Plan, use reasonable best efforts to take promptly prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or cause any exemption by, all third parties and Governmental Entities necessary or advisable to be taken consummate the transactions contemplated by this Plan, including without limitation the Regulatory Approvals. Each of Mid Am and Citizens shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to all the material information relating to the other party, and any of their respective subsidiaries, which appears in any material filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Plan. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Plan and each party will keep the other party apprized of the status of matters relating to completion of the transactions contemplated hereby. (c) Each party agrees, upon request, to furnish the other party with all information concerning itself, its subsidiaries, directors, officers and shareholders and such actions other matters as may be required to be taken under reasonably necessary or advisable in connection with the Securities Act, the Exchange Act, Registration Statement or Joint Proxy Statement/Prospectus or any other federal securities Lawsstatement, filing, notice or application made by or on behalf of such other party or any applicable state securities or “blue sky” Laws and of its subsidiaries to any stock exchange requirements Governmental Entity in connection with the Merger and the other transactions contemplated by this AgreementPlan. (d) Each of Mid Am and Citizens agrees to consult and cooperate with the other in effecting actions and measures for the purpose of ensuring the orderly consummation of the transactions contemplated hereby and the efficient conduct of the combined businesses of Mid Am and Citizens following the Merger. Without limiting the foregoing, as promptly as practicable after the date each of this AgreementMid Am and Citizens agrees, the parties hereto shall prepare and cause to be filed with the SEC the Information Statement; provided, however, that prior to the filing of the Information Statement, PDN shall consult with NAPW with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to cause the Information Statement to be mailed to PDN’s stockholders as promptly as reasonably practicable after the date on which the Information Statement is cleared by the SEC. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN shall notify NAPW of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Information Statement or for additional information, and will promptly supply to NAPW and its counsel copies of all correspondence between PDN or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Information Statement. Each of NAPW, PDN and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Information Statement and any other required filings as promptly as practicable after receipt thereof. Each of NAPW, PDN and Merger Sub agree to correct any information provided by it for use in the Information Statement which shall have become false or misleading in any material respect. NAPW will promptly notify PDN if at any time prior to the Closing any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Information Statement. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by consistent with applicable Law law, to consult and will mail such amendment or supplement to PDN’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult cooperate with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties in (i) developing a joint business plan for periods beginning at the Effective Time and (ii) taking reasonable steps in an effort to result in the achievement of any matters to the extent that its board of directors or any committee thereof determines objectives stated in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its stockholders under applicable Lawsuch joint business plan.

Filings; Other Actions. Each of NAPW(a) Purchaser, PDN on the one hand, and Merger Sub shall the Company, on the other hand, will cooperate and consult with the other and use reasonable best efforts to take prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or cause to be taken such actions as may be required to be taken under the Securities Actany exemption by, all third parties and Governmental Entities, including, without limitation, the Exchange ActRequired Approvals, any other federal securities Laws, and the expiration or termination of any applicable state securities waiting period, necessary or “blue sky” Laws and any stock exchange requirements in connection with advisable to consummate the Merger and the other transactions contemplated by this Agreement, and to perform the covenants contemplated by this Agreement. Without limiting Each party shall execute and deliver both before and after the foregoingClosing such further certificates, agreements and other documents and take such other actions as the other party may reasonably request to consummate or implement such transactions or to evidence such events or matters. In particular, Purchaser will use its reasonable best efforts to promptly obtain or submit, and the Company will cooperate as may reasonably be requested by Purchaser to help Purchaser promptly obtain or submit, as the case may be, as promptly as practicable, (i) the approvals and authorizations of, filings, applications and registrations with, and notifications to, or expiration or termination of any applicable waiting period, under the HOLA (it being understood and agreed that such application shall reflect and seek approval for the "silo" structure previously disclosed to the Company (and set forth in the Purchaser’s Disclosure Schedule) and that no person other than Purchaser and the other Applicants listed on Schedule F (nor any investors in any fund sponsored or advised by MatlinPatterson, including investors in MatlinPatterson Global Opportunities Partners III L.P. or MatlinPatterson Global Opportunities Partners Cayman III L.P.) shall be required to file or become parties to any such filing or registration, or in any way become subject to HOLA or restrictions or requirements thereunder), and, as applicable, any such approvals and authorizations, filings, applications and registrations shall include information and documentation to implement the securities trading platform as described at Schedule 3.1(a) of the Purchaser Disclosure Schedule and otherwise shall be consistent with the silo structure referred to above and (ii) a written determination, in form and substance reasonably satisfactory to the relevant Applicant and notified to Purchaser, of each of the FDIC and the OTS that neither MatlinPatterson nor any fund sponsored or advised by it or its Affiliates (other than the Applicants) will control the Company or the Bank or be an "institution affiliated party" (as defined in 12 USC Section 1813(u)) with respect thereto. Purchaser and the Company will have the right to review in advance, and to the extent practicable, each will consult with the other in each case, subject to applicable laws relating to the exchange of information, all the information relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions to which it will be party contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters referred to in this Section 3.1(a). Purchaser shall promptly furnish the Company, and the Company shall promptly furnish Purchaser, to the extent permitted by applicable law, with copies of written communications received by it or its Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement. (b) Unless this Agreement has been terminated pursuant to Section 5.1, the Company shall call a special meeting of its stockholders, as promptly as practicable after following the date of this AgreementClosing but in any event no later than the next annual stockholder meeting, to vote on proposals (collectively, the parties hereto "Stockholder Proposals") to (A) amend the Certificate of Incorporation to increase the number of authorized shares of Common Stock to at least such number as shall be sufficient to permit issuance of all of the Securities and (B) amend the Certificate of Incorporation and bylaws to opt out of Article 7B of the Michigan Business Corporation Act and to implement the governance matters contemplated in Section 4.1 hereof and (C) to amend the Company’s equity compensation plans as necessary to implement an equity incentive program (the "Management Equity") as described at Schedule E hereto. The Board of Directors shall unanimously recommend to the Company’s stockholders that such stockholders vote in favor of the Stockholder Proposals (subject to any legally required abstentions) (such recommendation, the "Company Recommendation") and the Purchaser shall vote (to the extent it is entitled to vote) in favor of the Stockholder Proposals, provided that, Purchaser’s obligation to vote in favor of the Stockholder Proposal described in clause (C) above shall be conditioned upon the prior approval by the stockholders of the Stockholder Proposals described in clauses (A) and (B) above. In connection with such meeting, the Company shall promptly prepare (and cause Purchaser will reasonably cooperate with the Company to be filed prepare) and file with the SEC the Information Statement; provideda preliminary proxy statement, however, that prior to the filing of the Information Statement, PDN shall consult with NAPW with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause the Information Statement a definitive proxy statement related to such stockholders’ meeting to be mailed to PDNthe Company’s stockholders as promptly as reasonably practicable not more than five business days after the date on which the Information Statement is cleared clearance thereof by the SEC, and shall use its reasonable best efforts to solicit proxies for such stockholder approval. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN The Company shall notify NAPW Purchaser promptly of the receipt of any comments from the SEC or its staff with respect to the proxy statement and of any request from by the SEC or its staff for amendments or supplements to the Information Statement such proxy statement or for additional information, information and will promptly supply to NAPW and its counsel Purchaser with copies of all correspondence between PDN the Company or any of its Representativesrepresentatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Information Statementsuch proxy statement. Each of NAPW, PDN and Merger Sub If at any time prior to such stockholders’ meeting there shall use reasonable best efforts occur any event that is required to resolve all SEC comments with respect be set forth in an amendment or supplement to the Information Statement and any other required filings proxy statement, the Company shall as promptly as practicable after receipt thereofprepare and mail to its stockholders such an amendment or supplement. Each of NAPW, PDN Purchaser and Merger Sub agree the Company agrees promptly to correct any information provided by it or on its behalf for use in the Information Statement which proxy statement if and to the extent that such information shall have become false or misleading in any material respect. NAPW will , and the Company shall, as promptly notify PDN if at any time prior to the Closing any event should occur which is required by applicable Law to be set forth in an amendment ofas practicable, or a supplement to, the Information Statement. In such case, the parties will cooperate to promptly prepare and file such mail to its stockholders an amendment or supplement with the SEC to correct such information to the extent required by applicable Law laws and will mail such regulations. The Company shall consult with Purchaser prior to filing any proxy statement, or any amendment or supplement to PDN’s stockholders to the extent required by applicable Law; providedthereto, however, that prior to such filing, each party shall consult and provide Purchaser with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives a reasonable opportunity to comment thereon. Notwithstanding In the forgoingevent that the approval of any of the Stockholder Proposals is not obtained at such special stockholders meeting, the Company shall include a proposal to approve (and the Board of Directors shall unanimously recommend approval of and the Purchaser shall vote in favor of) each such proposal at a meeting of its stockholders no less than once in each subsequent six-month period beginning on March 1, 2009 until all such approvals are obtained or made. (c) Purchaser, on the one hand, agrees to furnish the Company, and the Company, on the other hand, agrees, upon request, to furnish to Purchaser, all information concerning itself, its Affiliates, directors, officers, partners and stockholders and such other matters as may be reasonably necessary or advisable in connection with the proxy statement in connection with any such stockholders meeting and any other statement, filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Entity in connection with the Closing and the other transactions contemplated by this Agreement. (d) Unless this Agreement has been terminated pursuant to Section 5.1, Purchaser hereby agrees that at any meeting of the stockholders of the Company held to vote on any Stockholder Proposals contemplated herein and not previously approved by the Company’s stockholders, however called, Purchaser shall have any vote, or cause to be voted, all of the Purchased Shares owned by Purchaser and its Affiliates in favor of such Stockholder Proposals; provided, further that, Purchaser’s obligation to notify vote in favor of the other parties Stockholder Proposal described in clause (C) of any matters to Section 3.1(b) above shall be conditioned upon the extent that its board prior approval by the stockholders of directors or any committee thereof determines the Stockholder Proposals described in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise clauses (A) and (B) of their fiduciary obligations to its stockholders under applicable LawSection 3.1(b) above.