Common use of Information Statement Clause in Contracts

Information Statement. (a) Promptly following the public filing of Buyer’s audited consolidated balance sheet and the related consolidated statements of operations and comprehensive income (loss) and stockholder’s equity (deficit) as of the end of and for the fiscal year ended December 31, 2023, the Company shall (i) deliver to each Company Stockholder that did not execute and deliver a Written Consent the notices and information required by the DGCL (including a copy of Section 262 of the DGCL), together with any other information, documents and notices required by the DGCL or any other applicable Laws or by the Company Charter, Company Bylaws or other organizational documents of the Company, and (ii) file, in accordance with the rules and regulations of the Exchange Act, including Regulation 14C and Schedule 14C thereunder, a preliminary information statement (the “Preliminary Information Statement,” and together with all notices and information described in the immediately preceding clause (i), the “Preliminary Stockholder Materials”). (b) Promptly following, but in no event later than three (3) Business Days following the expiration of the 10 calendar day period as provided in Rule 14c-5 under the Exchange Act, the Company shall file, in accordance with the rules and regulations of the Exchange Act, including Regulation 14C and Schedule 14C thereunder, a definitive information statement (the “Information Statement,” and together with the Preliminary Stockholder Materials, the “Stockholder Materials”). (c) The Company shall afford Buyer the opportunity to review and comment upon the Stockholder Materials and shall not file or deliver any Stockholder Materials until Buyer has provided its prior written consent as to the form and substance thereof. Buyer and its representatives shall provide any comments on such Stockholder Materials as promptly as reasonably practicable. The Company covenants and agrees to ensure that the Stockholder Materials comply in all material respects with the DGCL, the Securities Act, the Exchange Act, the rules and regulations promulgated by the SEC and other applicable Laws and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (d) Each of Buyer and the Company shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Preliminary Information Statement and the Information Statement. Each of Buyer and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to comments of the SEC or its staff with respect to the Preliminary Information Statement, the Information Statement and any amendment filed in response thereto. If either Buyer or the Company becomes aware that any information contained in the Preliminary Information Statement or the Information Statement shall have become false or misleading in any material respect or that the Preliminary Information Statement or the Information Statement is required to be amended in order to comply with applicable Law, then (i) such party shall promptly inform the other and (ii) Buyer and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) an amendment or supplement to the Preliminary Information Statement or the Information Statement, as applicable. The Company shall use reasonable best efforts to cause the Preliminary Information Statement and the Information Statement, as so amended or supplemented, to be filed with the SEC and to be delivered to the Company Stockholders, pursuant to applicable Law. The Company shall provide Buyer with copies of any written comments, and shall inform Bxxxx of any oral comments, that the Company receives from the SEC or its staff with respect to the Preliminary Information Statement promptly after the receipt of such comments and shall give Buyer a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to the Company responding to the SEC or its staff.

Information Statement. (a) Promptly following Buyer shall prepare and file with the public filing SEC, as promptly as practicable after the date of Buyer’s audited consolidated balance sheet and this Agreement (taking into account the related consolidated statements of operations and comprehensive income (loss) and stockholder’s equity (deficit) as timing of the end delivery by Seller to Buyer of and for the fiscal year ended December 31, 2023, the Company shall (i) deliver to each Company Stockholder that did not execute and deliver a Written Consent the notices and information required by the DGCL (including a copy of Section 262 of the DGCLany necessary historic financial statements), together with any other information, documents and notices required by a written information statement containing the DGCL or any other applicable Laws or by the Company Charter, Company Bylaws or other organizational documents of the Company, and (ii) file, information specified in accordance with the rules and regulations of the Exchange Act, including Regulation 14C and Schedule 14C thereunder, a preliminary information statement (the “Preliminary Information Statement,” and together with all notices and information described in the immediately preceding clause (i), the “Preliminary Stockholder Materials”). (b) Promptly following, but in no event later than three (3) Business Days following the expiration of the 10 calendar day period as provided in Rule 14c-5 under the Exchange Act, Act and concerning the Company shall file, in accordance with Share Issuance and the rules and regulations of transactions contemplated by this Agreement under the Exchange Act, including Regulation 14C and Schedule 14C thereunder, a definitive information statement Act (the “Information Statement,” and together with the Preliminary Stockholder Materials, the “Stockholder Materials”). (c) The Company shall afford . Buyer the opportunity to review and comment upon the Stockholder Materials and shall not file or deliver any Stockholder Materials until Buyer has provided its prior written consent agrees, as to the form and substance thereof. Buyer itself and its representatives shall provide any comments on such Stockholder Materials as promptly as reasonably practicable. The Company covenants and agrees to ensure Subsidiaries, that the Stockholder Materials Information Statement and any amendment or supplement thereto (i) shall comply in all material respects with the DGCL, the Securities Act, applicable provisions of the Exchange Act, Act and the rules and regulations promulgated by thereunder and (ii) shall not, at the SEC and other applicable Laws and do not date of mailing to holders of Buyer Common Stock, 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 were made, not misleading, except with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Seller or any of its Affiliates. Seller shall cooperate in the preparation of the Information Statement and shall promptly provide to Buyer all information regarding Seller or any of its Affiliates (including, but not limited to, any financial statements of and other information relating to the Transferred Entities which may be required pursuant to Regulation 14C under the Exchange Act) that is reasonably required in connection with the preparation, filing and distribution of the Information Statement and any amendment or supplement thereto. Seller agrees that none of the information supplied by Seller for inclusion or incorporation by reference in the Information Statement shall, at the date of mailing to the holders of Buyer Common Stock, 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 were made, not misleading. (db) Each of Buyer and the Company shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation promptly notify Seller of the Preliminary receipt of any comments of the SEC with respect to the Information Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide Seller with copies of all correspondence between Buyer or any of its Representatives and the SEC with respect to the Information Statement. Each of Seller and Buyer and shall each use their reasonable best efforts to promptly provide responses to the Company shall cooperate and mutually agree upon (such agreement not SEC with respect to be unreasonably withheld or delayed) any response to all comments of the SEC or its staff with respect to the Preliminary Information Statement, the Information Statement and any amendment filed in response thereto. If either Buyer or the Company becomes aware that any information contained in the Preliminary Information Statement or the Information Statement shall have become false or misleading in any material respect or that the Preliminary Information Statement or the Information Statement is required to be amended in order to comply with applicable Law, then (i) such party shall promptly inform the other and (ii) Buyer and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) an amendment or supplement to the Preliminary Information Statement or received on the Information Statement, as applicable. The Company and Buyer shall use reasonable best efforts to cause the Preliminary definitive Information Statement and to be mailed, or made available pursuant to Rule 14a-16 under the Exchange Act, as promptly as possible after the date on which the SEC staff advises that it has no further comments thereon or that Buyer may commence the mailing of the Information Statement, as so amended or supplemented, to be filed with the SEC and to be delivered to the Company Stockholders, pursuant to applicable Law. The Company shall provide Buyer with copies of any written comments, and shall inform Bxxxx of any oral comments, that the Company receives from the SEC or its staff with respect to the Preliminary Information Statement promptly after the receipt of such comments and shall give Buyer a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to the Company responding to the SEC or its staff.

Information Statement. (a) Promptly following the public filing of Buyer’s audited consolidated balance sheet and the related consolidated statements of operations and comprehensive income (loss) and stockholder’s equity (deficit) as of the end of and for the fiscal year ended December 31, 2023, the Company shall (i) deliver to each Company Stockholder that did not execute and deliver a Written Consent the notices and information required by the DGCL (including a copy of Section 262 of the DGCL), together with any other information, documents and notices required by the DGCL or any other applicable Laws or by the Company Charter, Company Bylaws or other organizational documents of the Company, and (ii) fileThe Parent shall, in accordance with the rules requirements of Section 14(c) of the Exchange Act and regulations of Regulation 14C promulgated under the Exchange Act, including Regulation 14C and Schedule 14C thereunder, file a preliminary and definitive information statement (with the “Preliminary Information Statement,” SEC and together transmit to all of its holders of record of its capital stock the definitive information statement in accordance with all notices the requirements of Regulation 14C. Parent shall use its Commercially Reasonable Efforts to furnish the information and documents contained in the information statement as required by the SEC to be included in the information statement to be filed with the SEC and sent to Parent stockholders of record in connection with the Parent Required Votes obtained by written consents, as described in the immediately preceding clause this Section 5.5 (i)such information statement, as amended and supplemented, the “Preliminary Stockholder MaterialsInformation Statement”). (b) Promptly followingThe Parent shall, but in no event later than three (3) Business Days following at the expiration same time that it transmits the Information Statement to its stockholders, transmit such Information Statement to all of the 10 calendar day period as provided in Rule 14c-5 under the Exchange Act, the Company shall file, in accordance with the rules and regulations of the Exchange Act, including Regulation 14C and Schedule 14C thereunder, a definitive information statement (the “Information Statement,” and together with the Preliminary Stockholder Materials, the “Stockholder Materials”)Management Investors. (c) The Company PESI shall afford Buyer cooperate with Parent in the opportunity preparation of such Information Statement. PESI shall use its Commercially Reasonable Efforts to review furnish to Parent the information and comment upon the Stockholder Materials and shall not file or deliver any Stockholder Materials until Buyer has provided its prior written consent as documents relating to the form and substance thereof. Buyer and its representatives shall provide any comments on such Stockholder Materials as promptly as reasonably practicable. The Company covenants and agrees to ensure that the Stockholder Materials comply in all material respects with the DGCL, the Securities Act, the Exchange Act, the rules and regulations promulgated PESI required by the SEC to be included in the Information Statement. (d) Neither the information supplied, or to be supplied, by or on behalf of Parent, the Company and/or any of the Company Subsidiaries for inclusion or incorporation by reference into any document to be filed by PESI with the SEC in connection with the Acquisition and the other transactions contemplated herein, contains or will, on the date of its filing or at the date it is mailed to the stockholders of PESI, contain any untrue statement of 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. If, at any time prior to the Closing, any event with respect to Parent and/or the Company shall occur which is required under applicable Laws SEC rules to be described in the Information Statement, Parent shall promptly disclose such event to PESI. (e) Neither the information supplied, or to be supplied, by or on behalf of PESI for inclusion or incorporation by reference into the Information Statement or any other documents to be filed by Parent with the SEC in connection with the Acquisition and do not the other transactions contemplated herein, contains or will, on the date of its filing or at the date it is mailed to the stockholders of Parent (the “Parent Stockholders”), 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 made therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Closing, any event with respect to PESI shall occur which is required under applicable SEC rules to be described in the Information Statement, PESI shall promptly disclose such event to Parent. (df) Each of Buyer and If at any time prior to the Closing, any event or circumstance relating to Parent, PESI, the Company shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation or any of the Preliminary Information Statement and the Information Statement. Each of Buyer and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to comments of the SEC their respective Affiliates, or its staff with respect or their respective officers or directors, should be discovered by Parent or PESI that should be set forth in a supplement to the Preliminary Information Statement, the Information Statement so that such document, including documents and financial statements incorporated by reference therein, would not include any amendment filed in response thereto. If either Buyer untrue statement of a material fact or the Company becomes aware that any information contained in the Preliminary Information Statement or the Information Statement shall have become false or misleading in any omit to state a material respect or that the Preliminary Information Statement or the Information Statement is fact required to be amended stated therein or necessary to make the statements therein, in order to comply with applicable Lawlight of the circumstances under which they were made, then (i) such party not misleading, Parent or PESI shall promptly inform the other and (ii) Buyer party in writing. All documents that Parent or PESI is responsible for filing with the SEC in connection with the transactions contemplated herein, respectively, will comply as to form in all material respects with applicable requirements of the Securities Act and the Company Exchange Act. Parent shall cooperate promptly notify PESI of the receipt of any comments from the staff of the SEC, including any request by the staff of the SEC for amendments or supplements to the Information Statement or for additional information. Parent shall also supply PESI with copies of all correspondence between it or any of its Representatives, on the one hand, and mutually agree upon (such agreement not the staff of the SEC, on the other hand, with respect to be unreasonably withheld the Information Statement or delayed) an the Acquisition. No filing of, or amendment or supplement to the Preliminary Information Statement or will be made by Parent, without providing PESI and its respective counsel the Information Statement, as applicable. The Company shall use reasonable best efforts to cause the Preliminary Information Statement and the Information Statement, as so amended or supplemented, to be filed with the SEC and to be delivered to the Company Stockholders, pursuant to applicable Law. The Company shall provide Buyer with copies of any written comments, and shall inform Bxxxx of any oral comments, that the Company receives from the SEC or its staff with respect to the Preliminary Information Statement promptly after the receipt of such comments and shall give Buyer a reasonable opportunity to review and comment on any proposed written or oral responses thereon and giving due consideration to such comments prior to the Company responding to the SEC or its staffcomments.

Information Statement. (a) Promptly following the public filing of Buyer’s audited consolidated balance sheet and the related consolidated statements of operations and comprehensive income (loss) and stockholder’s equity (deficit) as of the end of and for the fiscal year ended December 31, 2023, the Company shall (i) deliver to each Company Stockholder that did not execute and deliver a Written Consent the notices and information required by the DGCL (including a copy of Section 262 of the DGCL), together with any other information, documents and notices required by the DGCL or any other applicable Laws or by the Company Charter, Company Bylaws or other organizational documents of the Company, and (ii) file, in accordance with the rules and regulations of the Exchange Act, including Regulation 14C and Schedule 14C thereunder, a preliminary information statement (the “Preliminary Information Statement,” and together with all notices and information described in the immediately preceding clause (i), the “Preliminary Stockholder Materials”). (b) Promptly following, but in no event later than three (3) Business Days following the expiration of the 10 calendar day period as provided in Rule 14c-5 under the Exchange Act, the Company shall file, in accordance with the rules and regulations of the Exchange Act, including Regulation 14C and Schedule 14C thereunder, a definitive The Seller has prepared an information statement (the “Information Statement,” and together ”) in connection with the Preliminary Stockholder Materials, transactions contemplated hereby in a form reasonably acceptable to Buyer. The Seller shall file the Information Statement with the Securities and Exchange Commission (the “Stockholder MaterialsCommission”)) as a preliminary information statement within one business day after the date hereof in accordance with Rule 14c-2 of the Securities Exchange Act of 1934. The Information Statement shall include the recommendation of the Seller’s Board of Directors in favor of approval and adoption of this Asset Purchase Agreement. (cb) The Company Seller shall afford notify Buyer promptly after the opportunity to review and comment upon the Stockholder Materials and shall not file or deliver receipt of any Stockholder Materials until Buyer has provided its prior written consent as to the form and substance thereof. Buyer and its representatives shall provide any comments on such Stockholder Materials as promptly as reasonably practicable. The Company covenants and agrees to ensure that the Stockholder Materials comply in all material respects with the DGCL, the Securities Act, the Exchange Act, the rules and regulations promulgated by the SEC and other applicable Laws and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (d) Each of Buyer and the Company shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Preliminary Information Statement and the Information Statement. Each of Buyer and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to comments of the SEC Commission on, or its staff with respect to of any request by the Preliminary Information StatementCommission for amendments or supplements to, the Information Statement and shall supply Buyer with copies of all correspondence between Seller or any amendment of its representatives and the Commission with respect to the Information Statement. Seller shall use its reasonable best efforts to respond to any comments from the Commission with respect to the preliminary Information Statement and to make any further filings (including amendments or supplements thereto or, if necessary or appropriate, amendments to any periodic report filed by Seller with the Commission) in response theretoconnection therewith that Seller shall deem necessary, proper or desirable and shall cause the definitive Information Statement to be mailed to Seller’s stockholders at the earliest practicable time. If either Buyer at any time prior to the Closing Date, any event shall occur relating to Buyer, Seller or the Company becomes aware that any information contained of their respective officers, directors, partners or Affiliates which should be described in the Preliminary Information Statement or the Information Statement shall have become false or misleading in any material respect or that the Preliminary Information Statement or the Information Statement is required to be amended in order to comply with applicable Law, then (i) such party shall promptly inform the other and (ii) Buyer and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) an amendment or supplement to the Preliminary Information Statement Statement, such party shall inform the other promptly after becoming aware of such event. Whenever Buyer or Seller learn of the occurrence of any event which should be described in an amendment of, or a supplement to, the Information Statement, as applicable. The Company the parties shall use reasonable best efforts cooperate to promptly cause the Preliminary Information Statement and the Information Statement, as so amended such amendment or supplemented, supplement to be prepared, filed with and cleared by the SEC and to be delivered Commission and, if required by applicable law, disseminated to the Company Stockholders, pursuant to applicable Law. The Company shall provide Buyer with copies of any written comments, persons and shall inform Bxxxx of any oral comments, that in the Company receives from the SEC or its staff with respect to the Preliminary Information Statement promptly after the receipt of such comments and shall give Buyer a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to the Company responding to the SEC or its staffmanner required.

Information Statement. (a) Promptly following The Purchaser acknowledges that the public filing of Buyer’s audited consolidated balance sheet Seller prepared and filed with the related consolidated statements of operations SEC the Information Statement in preliminary form on or around July 26, 2019. The Seller shall use reasonable best efforts as promptly as reasonably practicable (and comprehensive income (lossafter consultation with the Purchaser) and stockholder’s equity (deficit) as of the end of and to respond to any comments or requests for the fiscal year ended December 31, 2023, the Company shall (i) deliver to each Company Stockholder that did not execute and deliver a Written Consent the notices and additional information required made by the DGCL (including a copy of Section 262 of SEC with respect to the DGCL), together with any other information, documents and notices required by the DGCL or any other applicable Laws or by the Company Charter, Company Bylaws or other organizational documents of the Company, and (ii) file, in accordance with the rules and regulations of the Exchange Act, including Regulation 14C and Schedule 14C thereunder, a preliminary information statement (the “Preliminary Information Statement,” and together with all notices and information described in the immediately preceding clause (i), the “Preliminary Stockholder Materials”). (b) Promptly followingAs promptly as reasonably practicable after the Information Statement has been cleared by the SEC, but the Seller shall file with the SEC the Information Statement in no event later than three (3) Business Days following the expiration of the 10 calendar day period definitive form as provided in contemplated by Rule 14c-5 14c-2 promulgated under the Exchange Act, Act substantially in the Company shall file, in accordance form previously cleared or filed with the rules SEC, as the case may be, and regulations mail a copy of the Exchange Act, including Regulation 14C and Schedule 14C thereunder, a definitive information statement (the “Information Statement,” and together with the Preliminary Stockholder Materials, the “Stockholder Materials”)Statement to Seller’s stockholders of record. (c) The Company Purchaser shall afford Buyer reasonably cooperate with the opportunity Seller in any revision of the Information Statement relating to review this Agreement and comment upon the Stockholder Materials and shall not file or deliver any Stockholder Materials until Buyer has provided its prior written consent as transactions contemplated hereby. Without limiting the generality of the foregoing, (i) the Purchaser will furnish to the form and substance thereof. Buyer Seller the information relating to it and its representatives shall provide Affiliates (for this purpose, including any comments on such Stockholder Materials as promptly as reasonably practicable. The Company covenants and agrees Vintage Person) to ensure that the Stockholder Materials comply in all material respects with the DGCL, the Securities Act, extent required by the Exchange Act, Act and the rules and regulations promulgated by thereunder to be set forth in the SEC and other applicable Laws and do not contain any untrue statement of a material fact or omit to state any material fact necessary Information Statement, that is customarily included in order to make the information statements made therein, prepared in light connection with transactions of the circumstances under which they were made, not misleading. (d) Each of Buyer and the Company shall furnish all information concerning it as may type contemplated by this Agreement or that is reasonably be requested by the other party in connection Seller, and (ii) prior to the filing with such actions and the preparation of the Preliminary Information Statement and the Information Statement. Each of Buyer and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to comments of the SEC or its staff with respect the mailing to the Preliminary stockholders of the Seller of the Information Statement, the Information Statement and any amendment filed in response thereto. If either Buyer or the Company becomes aware that any information contained in the Preliminary Information Statement or the Information Statement shall have become false or misleading in any material respect or that the Preliminary Information Statement or the Information Statement is required to be amended in order to comply with applicable Law, then (i) such party shall promptly inform the other and (ii) Buyer and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) an amendment or supplement to the Preliminary Information Statement or the Information Statement, as applicable. The Company shall use reasonable best efforts to cause the Preliminary Information Statement and the Information Statement, as so amended or supplemented, to be filed with the SEC and to be delivered to the Company Stockholders, pursuant to applicable Law. The Company Seller shall provide Buyer the Purchaser with copies of any written comments, and shall inform Bxxxx of any oral comments, that the Company receives from the SEC or its staff with respect to the Preliminary Information Statement promptly after the receipt of such comments and shall give Buyer a reasonable opportunity to review and comment on on, and the Seller shall reasonably consider all comments reasonably proposed by the Purchaser with respect to, portions of the Information Statement relating to this Agreement and the transactions contemplated hereby. The Seller shall promptly (A) notify the Purchaser upon the receipt of any proposed written comments or oral responses to such comments prior requests from the SEC and its staff related to the Company responding Information Statement and (B) provide the Purchaser with copies of all correspondence between the Seller and its Representatives, on the one hand, and the SEC and its staff, on the other hand, to the SEC or its staffextent such correspondence relates to the Information Statement and this Agreement and the transactions contemplated hereby.

Information Statement. (a) Promptly following The Company shall use its commercially reasonable efforts to obtain a duly executed counterpart to the public filing of Buyer’s audited consolidated balance sheet Shareholder Consent from each Shareholder that holds Capital Stock as expeditiously as possible after the execution and the related consolidated statements of operations and comprehensive income (loss) and stockholder’s equity (deficit) as delivery of the end of Agreement, and for the fiscal year ended December 31, 2023, the Company shall (i) promptly deliver such executed documents to each Company Stockholder that did not execute and deliver a Written Parent. The materials submitted to such holders in connection with soliciting the Shareholder Consent shall include the notices and information required by the DGCL (including a copy of Section 262 unanimous recommendation of the DGCL), together with any other information, documents and notices required by the DGCL or any other applicable Laws or by the Company Charter, Company Bylaws or other organizational documents Board of Directors that such holders vote their shares of Capital Stock in favor of the Companyadoption of this Agreement, the Merger and (ii) file, in accordance with the rules and regulations transactions contemplated hereby. As promptly as reasonably practicable after the filing of the Exchange Act, including Regulation 14C and Schedule 14C thereunder, a preliminary information statement (the “Preliminary Information Statement,” and together with all notices and information described in the immediately preceding clause (i), the “Preliminary Stockholder Materials”). (b) Promptly followingCertificate of Merger, but in no event later than three ten (310) Business Days following calendar days after the expiration of the 10 calendar day period as provided in Rule 14c-5 under the Exchange Actdate thereof, the Company Shareholders’ Representative shall, or shall filecause the Paying Agent to, in accordance with mail or distribute to all holders of shares of Capital Stock not party to the rules Shareholder Consent a notice and regulations of the Exchange Act, including Regulation 14C and Schedule 14C thereunder, a definitive information statement (the an “Information Statement,” and together with ”) which shall include (a) the Preliminary Stockholder Materials, the “Stockholder Materials”). (cnotification required by Section 228(e) The Company shall afford Buyer the opportunity to review and comment upon the Stockholder Materials and shall not file or deliver any Stockholder Materials until Buyer has provided its prior written consent as to the form and substance thereof. Buyer and its representatives shall provide any comments on such Stockholder Materials as promptly as reasonably practicable. The Company covenants and agrees to ensure that the Stockholder Materials comply in all material respects with the DGCL, the Securities Act, the Exchange Act, the rules and regulations promulgated by the SEC and other applicable Laws and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (d) Each of Buyer and the Company shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Preliminary Information Statement and the Information Statement. Each of Buyer and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to comments of the SEC or its staff DGCL with respect to the Preliminary Information StatementShareholder Consent, (b) a statement in accordance with Section 262 regarding any appraisal rights of the Shareholders, (c) a request that such holder of shares of Capital Stock execute and deliver to Parent and the Surviving Corporation the Shareholder Consent or other waiver of appraisal rights under Section 262, and (d) such other documents and information about the transactions contemplated hereby as may be required under the DGCL and other applicable Law and as may otherwise be necessary to discharge the duties of the members of the Company Board of Directors to the holders of Shares, together with a copy of this Agreement. Within a reasonable period of time prior to the distribution of the Information Statement and any amendment filed in response thereto. If either Buyer to the holders of shares of Capital Stock not party to the Shareholder Consent, the Company or the Company becomes aware that any information contained in the Preliminary Information Statement Shareholders’ Representative shall deliver or the Information Statement shall have become false or misleading in any material respect or that the Preliminary Information Statement or the Information Statement is required to be amended in order to comply with applicable Law, then (i) such party shall promptly inform the other and (ii) Buyer and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) an amendment or supplement to the Preliminary Information Statement or the Information Statement, as applicable. The Company shall use reasonable best efforts to cause the Preliminary Information Statement and the Information Statement, as so amended or supplemented, to be filed with the SEC and to be delivered to Parent a draft of the Information Statement for Parent’s review and comment, and the Company Stockholdersand the Shareholders’ Representative, pursuant as applicable, shall in good faith consider and incorporate any reasonable comments made by Parent to applicable Law. The Company shall provide Buyer with copies of any written commentssuch draft Information Statement in the final Information Statement provided, and shall inform Bxxxx of any oral commentshowever, that Parent shall in no way be responsible for any of the Company receives from content of the SEC or its staff with respect Information Statement except for information supplied in writing by Parent expressly for inclusion therein. Notwithstanding anything to the Preliminary Information Statement promptly after contrary, time is of the receipt of such comments essence with regards to all dates and shall give Buyer a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to the Company responding to the SEC or its stafftime periods set forth in this Section 6.6.

Information Statement. (a) Promptly following after the public filing execution of Buyer’s audited consolidated balance sheet and the related consolidated statements of operations and comprehensive income (loss) and stockholder’s equity (deficit) as of the end of and for the fiscal year ended December 31, 2023, the Company shall (i) deliver to each Company Stockholder that did not execute and deliver a Written Consent the notices and information required by the DGCL (including a copy of Section 262 of the DGCL), together with any other information, documents and notices required by the DGCL or any other applicable Laws or by the Company Charter, Company Bylaws or other organizational documents of the Company, and (ii) file, in accordance with the rules and regulations of the Exchange Act, including Regulation 14C and Schedule 14C thereunder, a preliminary information statement (the “Preliminary Information Statement,” and together with all notices and information described in the immediately preceding clause (i), the “Preliminary Stockholder Materials”). (b) Promptly followingthis Agreement, but in no event later than three five (35) Business Days days following the expiration of the 10 calendar day period as provided in Rule 14c-5 under the Exchange ActWritten Consent Effective Time, the Company shall file, in accordance with the rules and regulations of the Exchange Act, including Regulation 14C and Schedule 14C thereunder, a definitive deliver an information statement (the “Information Statement,” and together ”) in accordance with the Preliminary requirements of Section 228 and 262(d)(2) of the DGCL, which shall, among other things: (i) summarize the terms of the Transactions, including the terms of this Agreement; (ii) notify any holder of Company Capital Stock who did not execute the Stockholder MaterialsWritten Consent of (A) the corporate action taken by those stockholders who did execute the Stockholder Written Consent, and (B) the availability of appraisal rights under Section 262 of the DGCL; (iii) contain one (1) an unaudited consolidated balance sheet and related statement of profit and loss for the Company’s fiscal year ended December 31, 2020, and such other information as required by the DGCL and applicable Law and reasonably requested by Parent; and (iv) request that the holders of Company Capital Stock sign the Key Stockholder Support Agreements. The Company shall use its reasonable best efforts to cause the Key Stockholder Support Agreements to be executed on or prior to the Closing Date by each holder of Company Capital Stock and shall not register transfers of Company Capital Stock that do not comply with the terms of the Key Stockholder Support Agreement. The Company shall update, amend and supplement the Information Statement from time to time as may be required by applicable Law. With respect to any payments and/or benefits that may constitute “parachute payments” under Section 280G of the Code with respect to any Company Employees, the “Stockholder Materials”)Company shall submit such parachute payments to Company Stockholders for approval, with the understanding that the solicitation materials for such approval will not be included as part of the Information Statement but instead be distributed as a separate solicitation package to the Company Stockholders. (cb) The Within three (3) Business Days after the date hereof, the Company shall afford Buyer provide a draft of the opportunity Information Statement to Parent for Parent’s review and comment upon the Stockholder Materials and shall approval (not file to be unreasonably withheld, delayed or deliver any Stockholder Materials until Buyer has provided its prior written consent as to the form and substance thereof. Buyer and its representatives shall provide any comments on such Stockholder Materials as promptly as reasonably practicableconditioned). The Company covenants and agrees that information included in the Information Statement will not, on the date the Information Statement is first sent or furnished to ensure that the Stockholder Materials comply in all material respects with the DGCLCompany’s stockholders, the Securities Act, the Exchange Act, the rules and regulations promulgated by the SEC and other applicable Laws and do not contain any untrue statement of a which, at such time, is false or misleading with respect to any material fact fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were are made, not false or misleading. (d) Each of Buyer and ; provided, however, that the Company foregoing shall furnish all not apply with respect to any information concerning it as may reasonably be requested provided by the other party Parent for inclusion in connection with such actions and the preparation of the Preliminary Information Statement and the Information Statement. Each of Buyer and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to comments of the SEC or its staff with respect to the Preliminary Information Statement, the Information Statement and any amendment filed in response thereto. If either Buyer or the Company becomes aware that any information contained in the Preliminary Information Statement or the Information Statement shall have become false or misleading in any material respect or that the Preliminary Information Statement or the Information Statement is required to be amended in order to comply with applicable Law, then (i) such party shall promptly inform the other and (ii) Buyer and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) an amendment or supplement to the Preliminary Information Statement or the Information Statement, as applicable. The Company shall use reasonable best efforts to cause the Preliminary Information Statement and the Information Statement, as so amended or supplemented, to be filed with the SEC and to be delivered to the Company Stockholders, pursuant to applicable Law. The Company shall provide Buyer with copies of any written comments, and shall inform Bxxxx of any oral comments, that the Company receives from the SEC or its staff with respect to the Preliminary Information Statement promptly after the receipt of such comments and shall give Buyer a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to the Company responding to the SEC or its staff.

Information Statement. (a) Promptly following As promptly as reasonably practicable after the public filing of Buyer’s audited consolidated balance sheet date hereof and the related consolidated statements of operations subject to Applicable Law, Buyer and comprehensive income (loss) and stockholder’s equity (deficit) as of the end of and for the fiscal year ended December 31, 2023, the Company shall prepare an information statement with respect to the transactions contemplated hereby, which shall constitute an offering document of Buyer and an information statement of the Company (the “Information Statement”) and deliver it to the Company Unitholders and the Eligible Investors. The parties shall reasonably cooperate with respect to the preparation of the Information Statement and Buyer shall provide to the Company all information pertaining to Buyer that is reasonably required to prepare the Information Statement. The Information Statement shall include, among other things, (i) deliver a description of the parties to this Agreement, (ii) a summary of the consideration payable pursuant to this Agreement, (iii) a summary of the Additional Investment Opportunity (iv) the reasons for, and the background of, the transactions contemplated hereby, (v) risk factors, (vi) a summary of the Merger and the other transactions contemplated hereby and by the Ancillary Documents, (vii) summaries of this Agreement, Amendment No. 1 to the Fourth A&R Company LLCA, A&R Buyer LLC Agreement and the Subscription Agreement, (viii) historic audited annual and unaudited interim financial statements with respect to each of Buyer and Bidco, (ix) pro forma financial statements after giving effect to the transactions contemplated hereby, (x) tax considerations in connection with the transactions contemplated hereby, (xi) electronic copies of this Agreement, Amendment No. 1 to the Fourth A&R Company Stockholder LLCA, the A&R Buyer LLC Agreement and the LOT Documents, (xii) a request that did not the Company Unitholders (A) approve the transactions contemplated hereby and execute and deliver the LOT Documents and (B) execute and deliver the written consent constituting the Requisite Company Unitholder Approval, (xiii) a request that any Eligible Investor interested in participating in the Additional Investment Opportunity execute and deliver a Written Consent Subscription Agreement and an executed counterpart to the notices A&R Buyer LLC Agreement and information the spousal consent required by thereby, a Rollover Election Form and a counterpart signature page to the DGCL (including a copy of Section 262 of the DGCL), together with any other information, documents and notices required by the DGCL or any other applicable Laws or by the Company Charter, Company Bylaws or other organizational documents of the CompanyA&R Buyer Investors’ Rights Agreement, and (iixiv) file, in accordance with the rules and regulations a summary of the Exchange ActRestructuring. If either of the Principal Parties gains Knowledge that the Information Statement contains a material misstatement or omission, including Regulation 14C such Principal Party shall promptly notify the other Principal Party of such misstatement or omission and Schedule 14C thereunder, the Principal Parties shall use their reasonable best efforts to correct such misstatement or omission and deliver a preliminary information statement (revised Information Statement to the “Preliminary Information Statement,” and together with all notices and information described in the immediately preceding clause (i), the “Preliminary Stockholder Materials”)Company Unitholders. (b) Promptly following, but in no event later than three (3) Business Days following the expiration of the 10 calendar day period as provided in Rule 14c-5 under the Exchange Act, the Company shall file, in accordance with the rules and regulations of the Exchange Act, including Regulation 14C and Schedule 14C thereunder, a definitive information statement (the “Information Statement,” and together with the Preliminary Stockholder Materials, the “Stockholder Materials”). (c) The Company shall afford Buyer use its reasonable best efforts to obtain the opportunity to review and comment upon the Stockholder Materials and shall not file or deliver any Stockholder Materials until Buyer has provided its prior written consent as to the form and substance thereof. Buyer and its representatives shall provide any comments on such Stockholder Materials Requisite Company Unitholder Approval as promptly as reasonably practicable. The Company covenants and agrees to ensure that practicable following the Stockholder Materials comply in all material respects with the DGCL, the Securities Act, the Exchange Act, the rules and regulations promulgated by the SEC and other applicable Laws and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (d) Each of Buyer and the Company shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Preliminary Information Statement and the Information Statement. Each of Buyer and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to comments of the SEC or its staff with respect to the Preliminary Information Statement, the Information Statement and any amendment filed in response thereto. If either Buyer or the Company becomes aware that any information contained in the Preliminary Information Statement or the Information Statement shall have become false or misleading in any material respect or that the Preliminary Information Statement or the Information Statement is required to be amended in order to comply with applicable Law, then (i) such party shall promptly inform the other and (ii) Buyer and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) an amendment or supplement to the Preliminary Information Statement or the Information Statement, as applicabledate hereof. The Company shall use reasonable best efforts to cause the Preliminary Information Statement and the Information Statement, as so amended or supplemented, to be filed with the SEC and to be delivered to the Company Stockholders, pursuant to applicable Law. The Company shall provide Buyer with copies give Representatives of any written comments, and shall inform Bxxxx of any oral comments, that the Company receives from the SEC or its staff with respect to the Preliminary Information Statement promptly after the receipt of such comments and shall give Buyer a reasonable opportunity to review and comment on any proposed the written materials presented or oral responses distributed to Company Unitholders in connection with the request that such comments prior to Company Unitholders approve the Company responding to the SEC or its stafftransactions contemplated hereby.

Information Statement. (a) Promptly As promptly as reasonably practicable following the public filing date of Buyer’s audited consolidated balance sheet this Agreement (and in any event within ten (10) days after the related consolidated statements date hereof; provided that the Company provides all information to the Purchaser as may be reasonably requested by the Purchaser for inclusion in the Information Statement (as defined below) in advance of operations such ten (10) day period), the Purchaser shall prepare and comprehensive income (loss) and stockholder’s equity (deficit) as file with the SEC a written information statement of the end of and for the fiscal year ended December 31, 2023, the Company shall (i) deliver to each Company Stockholder that did not execute and deliver a Written Consent the notices and information required type contemplated by the DGCL (including a copy of Section 262 of the DGCL), together with any other information, documents and notices required by the DGCL or any other applicable Laws or by the Company Charter, Company Bylaws or other organizational documents of the Company, and (ii) file, in accordance with the rules and regulations Rule 14c-2 of the Exchange Act, including Regulation 14C and Act containing the information specified in Schedule 14C thereunder, a preliminary information statement (the “Preliminary Information Statement,” and together with all notices and information described in the immediately preceding clause (i), the “Preliminary Stockholder Materials”). (b) Promptly following, but in no event later than three (3) Business Days following the expiration of the 10 calendar day period as provided in Rule 14c-5 under the Exchange ActAct concerning the Requisite Purchaser Consent, the Company shall file, in accordance with Merger and the rules and regulations of the Exchange Act, including Regulation 14C and Schedule 14C thereunder, a definitive information statement transactions contemplated by this Agreement (the “Information Statement,” and together with the Preliminary Stockholder Materials”). No filing of, or amendment or supplement to, the “Stockholder Materials”). (c) The Information Statement will be made by the Purchaser without first providing the Company shall afford Buyer the a reasonable opportunity to review and comment upon thereon, and the Stockholder Materials Purchaser shall include all reasonable additions, deletions and changes suggested by the Company in connection therewith. The Purchaser shall not file or deliver any Stockholder Materials until Buyer has provided its prior written consent as to the form and substance thereof. Buyer and its representatives shall provide any comments on such Stockholder Materials as promptly as reasonably practicable. The practicable notify the Company covenants and agrees to ensure that the Stockholder Materials comply in all material respects with the DGCL, the Securities Act, the Exchange Act, the rules and regulations promulgated by the SEC and other applicable Laws and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (d) Each of Buyer and the Company shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Preliminary Information Statement and the Information Statement. Each of Buyer and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to comments of the SEC or its staff with respect to the Preliminary Information Statement, the Information Statement and any amendment filed in response thereto. If either Buyer or the Company becomes aware that any information contained in the Preliminary Information Statement or the Information Statement shall have become false or misleading in any material respect or that the Preliminary Information Statement or the Information Statement is required to be amended in order to comply with applicable Law, then (i) such party shall promptly inform the other and (ii) Buyer and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) an amendment or supplement to the Preliminary Information Statement or the Information Statement, as applicable. The Company shall use reasonable best efforts to cause the Preliminary Information Statement and the Information Statement, as so amended or supplemented, to be filed with the SEC and to be delivered to the Company Stockholders, pursuant to applicable Law. The Company shall provide Buyer with copies receipt of any written comments, and shall inform Bxxxx of any oral comments, that the Company receives comments from the SEC or its staff with respect to the Preliminary Information Statement promptly after the receipt and of such comments and shall give Buyer a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to the Company responding to requests the SEC or its staffstaff for any amendment or supplement thereto or for additional information and shall provide to the Company, as promptly as reasonably practicable, copies of all written correspondence between the Purchaser or any of its Representatives and the SEC with respect to the Information Statement. If any comments are received from the staff of the SEC with respect to the Information Statement, the Purchaser shall respond as promptly as reasonably practicable to such comments. Each of the Purchaser and the Company shall furnish all information concerning such Person to the other as may be required to be included in the preparation, filing and distribution of the Information Statement or any amendment or supplement thereto or as may be reasonably required to respond to any comment of the SEC. (b) Each of the Purchaser and the Company shall use its respective reasonable best efforts to cause the Information Statement to be (i) filed with the SEC in definitive form as contemplated by Rule 14c-2 under the Exchange Act and (ii) mailed to the stockholders of the Purchaser, in each case, as promptly as reasonably practicable after, and in any event within two (2) days after, the latest of (A) confirmation from the SEC that it has no further comments on the Information Statement, (B) confirmation from the SEC that the Information Statement is otherwise not to be reviewed or (C) expiration of the 10-day period after filing in the event the SEC does not review the Information Statement. Without limiting the generality of the foregoing, the Purchaser agrees that its obligations pursuant to this Section 6.13(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Purchaser or any other Person of any Acquisition Proposal.

Information Statement. Promptly, and in any case at the same time as any Support Agreement is solicited from any Stockholder (a) Promptly following other than the public filing of Buyer’s audited consolidated balance sheet and the related consolidated statements of operations and comprehensive income (loss) and stockholder’s equity (deficit) as of the end of and for the fiscal year ended December 31, 2023Initial Stockholder Consents), the Company shall prepare (iwith the cooperation of Parent) deliver and mail to each Company Stockholder that did not execute and deliver a Written Consent the notices and information required by the DGCL (including a copy of Section 262 of the DGCL), together with any other information, documents and notices required by the DGCL or any other applicable Laws or by the Company Charter, Company Bylaws or other organizational documents of the Company, and (ii) file, in accordance with the rules and regulations of the Exchange Act, including Regulation 14C and Schedule 14C thereunder, a preliminary an information statement regarding the transactions contemplated by this Agreement, which shall be in a form reasonably acceptable to Parent (the “Preliminary Information Statement,” and together with all notices and information described in the immediately preceding clause (i)as it may be amended or supplemented from time to time, the “Preliminary Stockholder Materials”). (b) Promptly following, but in no event later than three (3) Business Days following the expiration of the 10 calendar day period as provided in Rule 14c-5 under the Exchange Act, the Company shall file, in accordance with the rules and regulations of the Exchange Act, including Regulation 14C and Schedule 14C thereunder, a definitive information statement (the “Information Statement,” and together with the Preliminary Stockholder Materials, the “Stockholder Materials”). (c) . The Information Statement shall constitute an information statement for the Company’s solicitation of consent of the holders of Company shall afford Buyer Common Stock with respect to the opportunity to review adoption of this Agreement and comment upon the Stockholder Materials approval of the Merger and shall not file or deliver any Stockholder Materials until Buyer has provided its prior written consent as include (a) a statement to the form effect that the Company’s board of directors had unanimously recommended that the holders of Company Common Stock vote in favor of the adoption of this Agreement and substance thereof. Buyer the approval of the Merger and its representatives shall provide any comments on (b) such Stockholder Materials other information as promptly as Parent and the Company reasonably practicableagree is required or advisable under applicable Law to be included therein. The Company covenants and agrees to ensure that the Stockholder Materials comply in all material respects shall, with the cooperation of Parent (to the extent reasonably required), prepare any other necessary documentation required or advisable to be provided to holders of Company Common Stock pursuant to the DGCL. None of the information supplied or to be supplied by Parent or the Company for inclusion in the Information Statement or any amendment or supplement thereto will contain, as of the Securities Actdate of the delivery of such document, the Exchange Act, the rules and regulations promulgated by the SEC and other applicable Laws and do not contain any untrue statement of a material fact fact, or will omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were are made, not misleading. (d) Each of Buyer and . Together with the Company shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Preliminary Information Statement and the Information Statement. Each of Buyer and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to comments of the SEC or its staff with respect to the Preliminary Information Statement, the Information Statement and any amendment filed in response thereto. If either Buyer or the Company becomes aware that any information contained in the Preliminary Information Statement or the Information Statement shall have become false or misleading in any material respect or that the Preliminary Information Statement or the Information Statement is required will mail to be amended in order to comply with applicable Law, then each holder of record of each Certificate (i) such party a letter of transmittal in customary form, which shall promptly inform specify that delivery shall be effected, and risk of loss and title to a Certificate shall pass, only upon delivery of the other and Certificate (or affidavit of loss in lieu of a Certificate as provided in Section 2.13) to the Exchange Agent (the “Letter of Transmittal”), (ii) Buyer instructions for surrendering a Certificate (or affidavit of loss in lieu of a Certificate as provided in Section 2.13)) to the Exchange Agent and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayediii) an amendment or supplement investor questionnaire in the form prepared by Parent and reasonably satisfactory to the Preliminary Information Statement or the Information Statement, as applicable. The Company shall use reasonable best efforts to cause the Preliminary Information Statement and the Information Statement, as so amended or supplemented, to be filed with the SEC and to be delivered to the Company Stockholders, pursuant to applicable Law. The Company shall provide Buyer with copies of any written comments, and shall inform Bxxxx of any oral comments, that the Company receives from the SEC or its staff with respect to the Preliminary Information Statement promptly after the receipt of such comments and shall give Buyer a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to the Company responding to the SEC or its staffCompany.

Information Statement. (a) Promptly following after the public filing date hereof, Cinemark shall commence the preparation of Buyer’s audited consolidated balance sheet all disclosure documents required under all applicable Law to be sent to its stockholders related to the Merger, this Agreement or any of the agreements contemplated hereby and the related consolidated statements of operations and comprehensive income Transaction (losscollectively, the "INFORMATION STATEMENT"). Cinemark covenants that at least one (1) and stockholder’s equity (deficit) as of the end of and for disclosure documents comprising the fiscal year ended December 31, 2023, the Company shall (i) deliver Information Statement will contain all material information which is required to each Company Stockholder that did not execute and deliver a Written Consent the notices and information required by the DGCL (including a copy of Section 262 of the DGCL), together with any other information, documents and notices required by the DGCL or any other applicable Laws or by the Company Charter, Company Bylaws or other organizational documents of the Company, and (ii) file, be included therein in accordance with the rules applicable Law (including Treas. Reg. Section 1.280G-1, Q/A 7) and regulations of the Exchange Act, including Regulation 14C and Schedule 14C thereunder, a preliminary information statement (the “Preliminary Information Statement,” and together with all notices and information described in the immediately preceding clause (i), the “Preliminary Stockholder Materials”). (b) Promptly following, but in no event later than three (3) Business Days following the expiration of the 10 calendar day period as provided in Rule 14c-5 under the Exchange Act, the Company shall file, in accordance with the rules and regulations of the Exchange Act, including Regulation 14C and Schedule 14C thereunder, a definitive information statement (the “Information Statement,” and together with the Preliminary Stockholder Materials, the “Stockholder Materials”). (c) The Company shall afford Buyer the opportunity to review and comment upon the Stockholder Materials and shall not file or deliver any Stockholder Materials until Buyer has provided its prior written consent as to the form and substance thereof. Buyer and its representatives shall provide any comments on such Stockholder Materials as promptly as reasonably practicable. The Company covenants and agrees to ensure that the Stockholder Materials comply will conform in all material respects with the DGCLrequirements of applicable Law and Cinemark's certificate of incorporation and bylaws. Cinemark covenants that the Information Statement (and all amendments and supplements thereto) will not, at the Securities Acttime published, the Exchange Actsent or given to its stockholders, the rules and regulations promulgated by the SEC and other applicable Laws and do 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 made therein, in light of the circumstances under which they were are made, not misleading. (d) Each . If at any time prior to the Closing, any event with respect to Cinemark or any of Buyer and the Company its Subsidiaries shall furnish all information concerning it as may reasonably occur which is required to be requested by the other party described in connection with such actions and the preparation an amendment of the Preliminary Information Statement and or a supplement to the Information Statement, Cinemark shall so make the appropriate disclosure to its stockholders. Each Cinemark shall consult with Buyer, and obtain the prior written approval of the Buyer and the Company (which shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to comments of the SEC or its staff withheld), with respect to the Preliminary Information Statement, disclosures made in the Information Statement and any amendment filed in response thereto. If either Buyer with respect to this Agreement or the Company becomes aware that any information contained in the Preliminary Information Statement or Transaction, and the Information Statement which is to be sent to Cinemark's stockholders shall have become false or misleading be in any material respect or that the Preliminary Information Statement or form approved by Buyer (which approval shall not be unreasonably withheld). As soon as practicable following the date hereof (but in no event later than 10 days thereafter), Cinemark shall finalize the Information Statement is required for mailing to be amended in order to comply with applicable Law, then (i) such party shall promptly inform the other and (ii) Buyer and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) an amendment or supplement to the Preliminary Information Statement or the Information Statement, as applicable. The Company shall use reasonable best efforts to cause the Preliminary Information Statement and the Information Statement, as so amended or supplemented, to be filed with the SEC and to be delivered to the Company Stockholders, its stockholders pursuant to applicable Law. The Company shall provide Buyer with copies of any written comments, and shall inform Bxxxx of any oral comments, that the Company receives from the SEC or its staff with respect to the Preliminary Information Statement promptly after the receipt of such comments and shall give Buyer a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to the Company responding to the SEC or its staffthis Section 6.12.

Information Statement. (a) Promptly As soon as practicable following the public filing date of Buyer’s audited consolidated balance sheet and the related consolidated statements of operations and comprehensive income (loss) and stockholder’s equity (deficit) as of the end of and for the fiscal year ended December 31this Agreement, 2023, the Company Seller shall (i) deliver to each Company Stockholder that did not execute and deliver a Written Consent the notices and information required by the DGCL (including a copy of Section 262 of the DGCL), together with any other information, documents and notices required by the DGCL or any other applicable Laws or by the Company Charter, Company Bylaws or other organizational documents of the Company, and (ii) file, in accordance file with the rules and regulations of the Exchange Act, including Regulation 14C and Schedule 14C thereunder, a preliminary information statement (the “Preliminary Information Statement,” and together with all notices and information described in the immediately preceding clause (i), the “Preliminary Stockholder Materials”). (b) Promptly following, but in no event later than three (3) Business Days following the expiration of the 10 calendar day period as provided in Rule 14c-5 SEC under the Exchange Act, the Company and shall file, in accordance with the rules and regulations use commercially reasonable efforts to respond as promptly as practicable to any comments of the Exchange ActSEC with respect to, including Regulation 14C and Schedule 14C thereunderto have cleared by the SEC, a definitive an information statement (such information statement as amended or supplemented from time to time referred to as the “"Information Statement,” and together with the Preliminary Stockholder Materials, the “Stockholder Materials”). (c") The Company shall afford Buyer the opportunity to review and comment upon the Stockholder Materials and shall not file or deliver any Stockholder Materials until Buyer has provided its prior written consent as relating to the form and substance thereof. Buyer and its representatives shall provide any comments on such Stockholder Materials as promptly as reasonably practicabletransactions contemplated by this Agreement. The Company covenants and agrees to ensure that the Stockholder Materials Information Statement shall comply in all material respects with the DGCL, the Securities Act, the Exchange Act, Act and the rules and regulations promulgated by thereunder. The Information Statement shall not, at the time the Information Statement (or any amendment or supplement thereto), is filed in final form with the SEC or first sent to the stockholders of Seller, and other applicable Laws at the time of the execution and do not delivery of the Written Consent, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements statement made therein, in light of the circumstances under which they were are made, not misleading. (d) Each of Buyer and the Company shall furnish all , except that no representation or warranty is being made by Seller with respect to any information concerning it as may reasonably be requested supplied to Seller in writing by the other party Purchaser specifically for inclusion in connection with such actions and the preparation of the Preliminary Information Statement and the Information Statement. Each of Buyer and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to comments of the SEC or its staff with respect Prior to the Preliminary Information Statement, filing or distribution of the Information Statement and or any amendment filed in response thereto. If either Buyer other filing with any federal or the Company becomes aware that any information contained in the Preliminary Information Statement or the Information Statement shall have become false or misleading in any material respect or that the Preliminary Information Statement or the Information Statement is required to be amended in order to comply with applicable Lawstate agency relating hereto, then (i) such party shall promptly inform the other and (ii) Buyer and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) an amendment or supplement to the Preliminary Information Statement or the Information Statement, as applicable. The Company shall use reasonable best efforts to cause the Preliminary Information Statement and the Information Statement, as so amended or supplemented, to be filed with the SEC and to be delivered to the Company Stockholders, pursuant to applicable Law. The Company shall provide Buyer with copies of any written comments, and shall inform Bxxxx of any oral comments, that the Company receives from the SEC or its staff with respect to the Preliminary Information Statement promptly after the receipt of such comments and Seller shall give Buyer a reasonable Purchaser and its counsel an opportunity to review and comment on upon such documents. As soon as practicable, but in any proposed written or oral responses event within seven (7) days after the SEC has cleared the Information Statement for mailing to such comments prior stockholders, Seller shall mail the Information Statement and exhibits thereto to its stockholders, providing notice that the Written Consent has been executed and delivered that approves the transactions contemplated by this Agreement. (b) Immediately following the execution and delivery of this Agreement, this Agreement will be submitted to the Company responding record holders of the shares of Seller Common Stock beneficially owned by the Principal Seller Stockholders for adoption and approval. Without limiting the generality of the foregoing, Seller agrees that its obligations pursuant to this Section 6.4 shall not be affected by the commencement, public proposal, public disclosure or communication to Seller or any other person of any Acquisition Proposal. (c) In addition to the SEC actions specified in Sections 6.4(a) and (b), Seller, from time to time, shall promptly take, or shall cause its staffexecutive officers to promptly take, any action required under Section 228 of the Delaware Law necessary to give operative effect to the Written Consent.

Information Statement. (a) Promptly Seller shall use its reasonable best efforts to prepare and shall cause to be filed with the SEC as promptly as practicable following the public filing date of Buyer’s audited consolidated balance sheet and the related consolidated statements of operations and comprehensive income (loss) and stockholder’s equity (deficit) as of the end of and for the fiscal year ended December 31, 2023, the Company shall (i) deliver to each Company Stockholder that did not execute and deliver a Written Consent the notices and information required by the DGCL (including a copy of Section 262 of the DGCL), together with any other information, documents and notices required by the DGCL or any other applicable Laws or by the Company Charter, Company Bylaws or other organizational documents of the Company, and (ii) file, in accordance with the rules and regulations of the Exchange Act, including Regulation 14C and Schedule 14C thereunder, this Agreement a preliminary information statement on Schedule 14C (together with any amendments thereof or supplements thereto, the “Preliminary Information Statement,” ”) disclosing that a majority of Seller’s stockholders has, by written consent in lieu of a meeting, adopted and together with all notices approved this Agreement, the Ancillary Documents, and information described the transactions contemplated hereby and thereby. Seller shall include in the immediately preceding clause (i)Preliminary Information Statement the text of this Agreement and each Ancillary Document, and shall use all commercially reasonable efforts to respond as promptly as practicable to any comments by the “Preliminary Stockholder Materials”). (b) Promptly following, but SEC staff in no event later than three (3) Business Days following the expiration respect of the 10 calendar day period as provided in Rule 14c-5 under Preliminary Information Statement. Seller shall share any such comments by the Exchange Act, the Company shall fileSEC staff with Buyer promptly upon receipt and, in accordance any case, prior to responding to such comments, and shall also share its proposed responses to such comments with Buyer in advance of submitting them to the rules and regulations of the Exchange Act, including Regulation 14C and Schedule 14C thereunder, SEC Staff. Seller shall in good faith consider any comments on any such proposed response provided by Xxxxx. Seller shall file a definitive information statement on Schedule 14C (the “Information Statement,” and together with the Preliminary Stockholder Materialsany amendments thereof or supplements thereto, the “Stockholder MaterialsDefinitive Information Statement”). (c) The Company shall afford Buyer as soon as it is reasonably practicable to do so in compliance with the opportunity to review and comment upon the Stockholder Materials Exchange Act and shall not file or deliver any Stockholder Materials until Buyer has provided its prior written consent as distribute the same to the form and substance thereof. Buyer and its representatives shall provide any comments on such Stockholder Materials as promptly as reasonably practicable. The Company covenants and agrees to ensure that the Stockholder Materials comply Seller’s stockholders in all material respects compliance with the DGCL, the Securities Act, the Exchange Act, . None of the rules and regulations promulgated by information included in the SEC and other applicable Laws and do not Preliminary Information Statement or the Definitive Information Statement will 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 made therein, in light of the circumstances under which they were made, not misleading. (d) ; provided, however, that no covenant or representation is hereby made by Seller with respect to any information regarding Buyer, its operations, business, directors, officers, or stockholders. Each of Buyer and the Company shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Preliminary Information Statement and the Definitive Information Statement. Each of Buyer and Statement will comply as to form in all material respects with the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to comments provisions of the SEC or its staff with respect to the Preliminary Information Statement, the Information Statement and any amendment filed in response thereto. If either Buyer or the Company becomes aware that any information contained in the Preliminary Information Statement or the Information Statement shall have become false or misleading in any material respect or that the Preliminary Information Statement or the Information Statement is required to be amended in order to comply with applicable Law, then (i) such party shall promptly inform the other and (ii) Buyer and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) an amendment or supplement to the Preliminary Information Statement or the Information Statement, as applicable. The Company shall use reasonable best efforts to cause the Preliminary Information Statement and the Information Statement, as so amended or supplemented, to be filed with the SEC and to be delivered to the Company Stockholders, pursuant to applicable Law. The Company shall provide Buyer with copies of any written comments, and shall inform Bxxxx of any oral comments, that the Company receives from the SEC or its staff with respect to the Preliminary Information Statement promptly after the receipt of such comments and shall give Buyer a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to the Company responding to the SEC or its staffExchange Act.

Information Statement. (a) Immediately following the execution of this Agreement by the Company, the Company shall duly take all lawful action to obtain Stockholder Written Consents in amount sufficient to secure the Stockholder Approval as promptly as practicable after the date hereof. Promptly following the public filing of Buyer’s audited consolidated balance sheet and the related consolidated statements of operations and comprehensive income (loss) and stockholder’s equity (deficit) as receipt of the end Stockholder Approval, the Company shall deliver evidence of and for such approval to Parent. (b) As expeditiously as possible following the fiscal year ended December 31, 2023date hereof, the Company shall (i) deliver to each Company Stockholder that did not execute complete the preparation of an information statement accurately describing this Agreement, the Merger and deliver a Written Consent the notices and information required by the DGCL (including a copy provisions of Section 262 of the DGCL), together with any other information, documents and notices required by the DGCL or any other applicable Laws or by the Company Charter, Company Bylaws or other organizational documents of the Company, and (ii) file, in accordance with the rules and regulations of the Exchange Act, including Regulation 14C and Schedule 14C thereunder, a preliminary information statement (the “Preliminary Information Statement,” and together with all notices and information described in the immediately preceding clause (i), the “Preliminary Stockholder Materials”). (b) Promptly following, but in no event later than three (3) Business Days following the expiration of the 10 calendar day period as provided in Rule 14c-5 under the Exchange Act, the Company shall file, in accordance with the rules and regulations of the Exchange Act, including Regulation 14C and Schedule 14C thereunder, a definitive information statement (the “Information Statement,” and together with the Preliminary Stockholder Materials, the “Stockholder Materials”). , (cii) The Company shall afford Buyer the provide Parent a reasonable opportunity to review and comment upon on the Stockholder Materials Information Statement, and shall not file or (iii) thereafter deliver any Stockholder Materials until Buyer has provided its prior written consent as the Information Statement to the form stockholders of the Company informing them of the approval of the Merger, the adoption of this Agreement in accordance with Section 228 of the DGCL and substance thereof. Buyer and its representatives shall provide any comments on such Stockholder Materials as promptly as reasonably practicabletheir rights under Section 262 of the DGCL. The Company covenants and agrees to ensure that Information Statement shall include a notice of the Stockholder Materials comply appraisal rights of the Stockholders in all material respects accordance with the first sentence of Section 262(d)(2) of the DGCL. The information furnished in any document mailed, delivered or otherwise furnished to the Securities Actstockholders of the Company in connection with the solicitation of their consent to, and adoption of, this Agreement and the Exchange Actapproval of the principal terms of the Merger, including the rules and regulations promulgated by statements in the SEC and other applicable Laws and do Information Statement, will not contain contain, at or prior to the Effective Time, any untrue statement of a material fact or and will not omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (dc) Each of Buyer and Prior to the Effective Time, the Company shall furnish all information concerning it as may reasonably be requested notify the holders of Company Stock, Options and Warrants of the transactions contemplated hereby, to the extent required by the other party in connection with such actions terms and the preparation conditions of the Preliminary Information Statement and the Information Statement. Each of Buyer and this Agreement, the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to comments of the SEC or its staff with respect to the Preliminary Information StatementGovernance Documents, the Information Statement Company Plans, any Laws (including the DGCL), the Warrants or other agreements or instruments governing such securities and any amendment filed in response thereto. If either Buyer or the Company becomes aware that any information contained in the Preliminary Information Statement or the Information Statement shall have become false or misleading in any material respect or that the Preliminary Information Statement or the Information Statement is required to be amended in order to comply with applicable Law, then (i) such party shall promptly inform the other and (ii) Buyer and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) an amendment or supplement to the Preliminary Information Statement or the Information Statement, as applicable. The Company shall use reasonable best efforts to cause the Preliminary Information Statement and the Information Statement, as so amended or supplemented, to be filed with the SEC and to be delivered to the Company Stockholders, pursuant to applicable Law. The Company shall provide Buyer with copies of any written comments, and shall inform Bxxxx of any oral comments, that the Company receives from the SEC or its staff with respect to the Preliminary Information Statement promptly after the receipt of such comments and shall give Buyer a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to the Company responding to the SEC or its staffcontemplated herein.

Information Statement. The Company shall use its commercially reasonable efforts to obtain a duly executed counterpart to the Stockholder Consent from each Stockholder that holds Common Stock as expeditiously as possible after the execution and delivery of the Agreement, and the Company shall promptly deliver such executed documents to Parent. The materials submitted to such holders in connection with soliciting the Stockholder Consent shall include the unanimous recommendation of the Company Board of Directors that such holders vote their shares of Common Stock in favor of the adoption of this Agreement, the Merger and the transactions contemplated hereby. As promptly as reasonably practicable after the date hereof and in any event prior to the Closing, the Company shall, or shall cause the Paying Agent to, mail or distribute to all holders of Shares of Common Stock not party to the Stockholder Consent a notice and information statement (an “Information Statement”) which shall include (a) Promptly following the public filing notification required by Section 228(e) of Buyer’s audited consolidated balance sheet the DGCL with respect to the Stockholder Consent, (b) a statement in accordance with Section 262 regarding any appraisal rights of the Stockholders, (c) a request that such holder of shares of Common Stock execute and deliver to Parent and the related consolidated statements Surviving Corporation the Stockholder Consent or other waiver of operations appraisal rights under Section 262, and comprehensive income (lossd) such other documents and stockholder’s equity (deficit) information about the transactions contemplated hereby as may be required under the DGCL and other applicable Law and as may otherwise be necessary to discharge the duties of the end members of and for the fiscal year ended December 31Company Board of Directors to the holders of shares of Common Stock, 2023together with a copy of this Agreement. Within a reasonable period of time prior to the distribution of the Information Statement to the holders of shares of Common Stock not party to the Stockholder Consent, the Company shall (i) deliver or cause to each Company Stockholder that did not execute and deliver be delivered to Parent a Written Consent the notices and information required by the DGCL (including a copy of Section 262 draft of the DGCL), together with any other information, documents and notices required by the DGCL or any other applicable Laws or by the Company Charter, Company Bylaws or other organizational documents of the Company, and (ii) file, in accordance with the rules and regulations of the Exchange Act, including Regulation 14C and Schedule 14C thereunder, a preliminary information statement (the “Preliminary Information Statement,” and together with all notices and information described in the immediately preceding clause (i), the “Preliminary Stockholder Materials”). (b) Promptly following, but in no event later than three (3) Business Days following the expiration of the 10 calendar day period as provided in Rule 14c-5 under the Exchange Act, the Company shall file, in accordance with the rules and regulations of the Exchange Act, including Regulation 14C and Schedule 14C thereunder, a definitive information statement (the “Information Statement,” and together with the Preliminary Stockholder Materials, the “Stockholder Materials”). (c) The Company shall afford Buyer the opportunity to Statement for Parent’s review and comment upon the Stockholder Materials and shall not file or deliver any Stockholder Materials until Buyer has provided its prior written consent as to the form and substance thereof. Buyer and its representatives shall provide any comments on such Stockholder Materials as promptly as reasonably practicable. The Company covenants and agrees to ensure that the Stockholder Materials comply in all material respects with the DGCLcomment, the Securities Act, the Exchange Act, the rules and regulations promulgated by the SEC and other applicable Laws and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (d) Each of Buyer and the Company shall furnish all information concerning it as may reasonably in good faith consider and incorporate any reasonable comments made by Parent to such draft Information Statement in the final Information Statement provided, however, that Parent shall in no way be requested by the other party in connection with such actions and the preparation responsible for any of the Preliminary Information Statement and the Information Statement. Each content of Buyer and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to comments of the SEC or its staff with respect to the Preliminary Information Statement, the Information Statement and any amendment filed except for information supplied in response thereto. If either Buyer or the Company becomes aware that any information contained in the Preliminary Information Statement or the Information Statement shall have become false or misleading in any material respect or that the Preliminary Information Statement or the Information Statement is required to be amended in order to comply with applicable Law, then (i) such party shall promptly inform the other and (ii) Buyer and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) an amendment or supplement to the Preliminary Information Statement or the Information Statement, as applicablewriting by Parent expressly for inclusion therein. The Company shall use its reasonable best efforts to cause the Preliminary Information Statement and the Information Statement, as so amended or supplemented, conditions set forth in Section 7.2(f) to be filed with satisfied as soon as practicable following the SEC and to be delivered date hereof. Notwithstanding anything to the Company Stockholderscontrary, pursuant time is of the essence with regards to applicable Law. The Company shall provide Buyer with copies of any written comments, all dates and shall inform Bxxxx of any oral comments, that the Company receives from the SEC or its staff with respect to the Preliminary Information Statement promptly after the receipt of such comments and shall give Buyer a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to the Company responding to the SEC or its stafftime periods set forth in this Section 6.6.

Information Statement. (a) Promptly following the public filing of Buyer’s audited consolidated balance sheet and the related consolidated statements of operations and comprehensive income (loss) and stockholder’s equity (deficit) As soon as of the end of and for the fiscal year ended December 31, 2023, the Company shall (i) deliver to each Company Stockholder that did not execute and deliver a Written Consent the notices and information required by the DGCL (including a copy of Section 262 of the DGCL), together with any other information, documents and notices required by the DGCL or any other applicable Laws or by the Company Charter, Company Bylaws or other organizational documents of the Companypracticable, and (ii) file, in accordance with the rules and regulations of the Exchange Act, including Regulation 14C and Schedule 14C thereunder, a preliminary information statement (the “Preliminary Information Statement,” and together with all notices and information described in the immediately preceding clause (i), the “Preliminary Stockholder Materials”). (b) Promptly following, but in no event later than three ten (310) Business Days following the expiration execution and delivery of this Agreement by the 10 calendar day period as provided in Rule 14c-5 under the Exchange Actparties hereto, the Company shall fileprepare and file with the Commission, in accordance with the rules and regulations preliminary form, an information statement of the type contemplated by Rule 14c-2 promulgated under the Exchange ActAct related to this Agreement and the issuance of the Purchased Shares pursuant hereto (such information statement, including Regulation 14C and Schedule 14C thereunderany amendment or supplement thereto, a definitive information statement (the “Information Statement,” and together with the Preliminary Stockholder Materials, the “Stockholder Materials”). (c) The Company shall afford Buyer the opportunity to review and comment upon the Stockholder Materials and shall not file or deliver any Stockholder Materials until Buyer has provided its prior written consent as to the form and substance thereof. Buyer and its representatives shall provide any comments on such Stockholder Materials as promptly as reasonably practicable. The Company covenants and agrees each Purchaser will cooperate with each other in the preparation of the Information Statement. Without limiting the generality of the foregoing, each Purchaser will furnish to ensure that the Stockholder Materials comply in all material respects with Company the DGCL, the Securities Act, information relating to it required by the Exchange Act, Act and the rules and regulations promulgated thereunder to be set forth in the Information Statement. The Company shall use its reasonable best efforts to resolve all Commission comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the SEC and other applicable Laws and do Staff of the Commission as promptly as reasonably practicable after such filing. If at any time any information relating to the Company or any Purchaser, or any of their respective Affiliates, should be discovered by the Company or such Purchaser that should be set forth in an amendment or supplement to the Information Statement so that the Information Statement shall 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 made therein, in light of the circumstances under which they were are made, not misleading. (d, the party that discovers such information shall promptly notify the other parties, and an appropriate amendment or supplement describing such information shall be promptly filed with the Commission and, to the extent required by Law, disseminated to the stockholders of the Company entitled to notice thereof. Promptly after the Information Statement has been cleared by the Commission, in accordance with Rule 14c-2 promulgated under the Exchange Act and Section 228(e) Each of Buyer and the DGCL, the Company shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Preliminary Information Statement and the Information Statement. Each of Buyer and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to comments of the SEC or its staff with respect to the Preliminary Information Statement, promptly file the Information Statement and any amendment filed with the Commission in response thereto. If either Buyer or the Company becomes aware that any information contained definitive form, substantially in the Preliminary Information Statement form previously cleared or filed with the Commission, as the case may be, and provide a copy of the Information Statement shall have become false or misleading in any material respect or to its stockholders that the Preliminary Information Statement or the Information Statement is required are entitled to be amended in order to comply with applicable Law, then (i) such party shall promptly inform the other and (ii) Buyer and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) an amendment or supplement to the Preliminary Information Statement or the Information Statement, as applicable. The Company shall use reasonable best efforts to cause the Preliminary Information Statement and the Information Statement, as so amended or supplemented, to be filed with the SEC and to be delivered to the Company Stockholders, pursuant to applicable Law. The Company shall provide Buyer with copies of any written comments, and shall inform Bxxxx of any oral comments, that the Company receives from the SEC or its staff with respect to the Preliminary Information Statement promptly after the receipt of such comments and shall give Buyer a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to the Company responding to the SEC or its staffnotice thereof.

Information Statement. (a) Promptly following after the public filing execution of Buyer’s audited consolidated balance sheet and the related consolidated statements of operations and comprehensive income (loss) and stockholder’s equity (deficit) as of the end of and for the fiscal year ended December 31, 2023, the Company shall (i) deliver to each Company Stockholder that did not execute and deliver a Written Consent the notices and information required by the DGCL (including a copy of Section 262 of the DGCL), together with any other information, documents and notices required by the DGCL or any other applicable Laws or by the Company Charter, Company Bylaws or other organizational documents of the Company, and (ii) file, in accordance with the rules and regulations of the Exchange Act, including Regulation 14C and Schedule 14C thereunder, a preliminary information statement (the “Preliminary Information Statement,” and together with all notices and information described in the immediately preceding clause (i), the “Preliminary Stockholder Materials”). (b) Promptly followingthis Agreement, but in no event later than three five (35) Business Days days following the expiration of the 10 calendar day period as provided in Rule 14c-5 under the Exchange ActWritten Consent Effective Time, the Company shall file, in accordance with the rules and regulations of the Exchange Act, including Regulation 14C and Schedule 14C thereunder, a definitive deliver an information statement (the “Information Statement,” and together ”) in accordance with the Preliminary requirements of Section 228 and 262(d)(2) of the DGCL, which shall, among other things: (i) summarize the terms of the Transactions, including the terms of this Agreement; (ii) notify any holder of Company Capital Stock who did not execute the Stockholder MaterialsWritten Consent of (A) the corporate action taken by those stockholders who did execute the Stockholder Written Consent, and (B) the availability of appraisal rights under Section 262 of the DGCL; (iii) the Financial Statements and such other information as required by the DGCL and applicable Law and reasonably requested by Parent; (iv) notify the Stockholder Agreement Parties of their obligations pursuant to Section 3 of the Stockholders Agreement with respect to the Drag-Along; and (v) request that the holders of Company Capital Stock sign the Support Agreements. The Company shall use its reasonable best efforts to cause the Support Agreements to be executed on or prior to the Closing Date by each holder of Company Capital Stock and shall not register transfers of Company Capital Stock that do not comply with the terms of the Key Stockholder Support Agreement and the Support Agreements (as applicable). The Company shall update, amend and supplement the Information Statement from time to time as may be required by applicable Law. With respect to any payments and/or benefits that may constitute “parachute payments” under Section 280G of the Code with respect to any Company Employees, the “Stockholder Materials”)Company shall submit such parachute payments to Company Stockholders for approval, with the understanding that the solicitation materials for such approval will not be included as part of the Information Statement but instead be distributed as a separate solicitation package to the Company Stockholders. (cb) The Within two (2) days following the date hereof, the Company shall afford Buyer provide a draft of the opportunity Information Statement to Parent for Parent’s review and comment upon the Stockholder Materials and shall approval (not file to be unreasonably withheld, delayed or deliver any Stockholder Materials until Buyer has provided its prior written consent as to the form and substance thereof. Buyer and its representatives shall provide any comments on such Stockholder Materials as promptly as reasonably practicableconditioned). The Company covenants and agrees that information included in the Information Statement will not, on the date the Information Statement is first sent or furnished to ensure that the Stockholder Materials comply in all material respects with the DGCLCompany’s stockholders, the Securities Act, the Exchange Act, the rules and regulations promulgated by the SEC and other applicable Laws and do not contain any untrue statement of a which, at such time, is false or misleading with respect to any material fact fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were are made, not false or misleading. (d) Each of Buyer and ; provided, however, that the Company foregoing shall furnish all not apply with respect to any information concerning it as may reasonably be requested provided by the other party Parent for inclusion in connection with such actions and the preparation of the Preliminary Information Statement and the Information Statement. Each of Buyer and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to comments of the SEC or its staff with respect to the Preliminary Information Statement, the Information Statement and any amendment filed in response thereto. If either Buyer or the Company becomes aware that any information contained in the Preliminary Information Statement or the Information Statement shall have become false or misleading in any material respect or that the Preliminary Information Statement or the Information Statement is required to be amended in order to comply with applicable Law, then (i) such party shall promptly inform the other and (ii) Buyer and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) an amendment or supplement to the Preliminary Information Statement or the Information Statement, as applicable. The Company shall use reasonable best efforts to cause the Preliminary Information Statement and the Information Statement, as so amended or supplemented, to be filed with the SEC and to be delivered to the Company Stockholders, pursuant to applicable Law. The Company shall provide Buyer with copies of any written comments, and shall inform Bxxxx of any oral comments, that the Company receives from the SEC or its staff with respect to the Preliminary Information Statement promptly after the receipt of such comments and shall give Buyer a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to the Company responding to the SEC or its staff.

Information Statement. (a) Promptly Subject to the terms and conditions of this Agreement, as soon as reasonably practicable following the public filing of date hereof, the Seller shall prepare in consultation with the Buyer’s audited consolidated balance sheet , and the related consolidated statements Seller shall file with the SEC, an information statement that will be provided to the holders of operations and comprehensive income (loss) and stockholder’s equity (deficit) as of the end of and for the fiscal year ended December 31, 2023, the Company shall (i) deliver to each Company Stockholder that did not execute and deliver a Written Consent the notices and information required by the DGCL (including a copy of Section 262 of the DGCL), together with any other information, documents and notices required by the DGCL or any other applicable Laws or by the Company Charter, Company Bylaws or other organizational documents of the CompanySeller Common Stock, and (ii) file, in accordance any schedules required to be filed with the rules and regulations of the Exchange ActSEC in connection therewith (collectively, including Regulation 14C and Schedule 14C thereunder, a preliminary information statement (the “Preliminary Information Statement,” and together with all notices and information described in the immediately preceding clause (i)as amended or supplemented, the “Preliminary Stockholder MaterialsInformation Statement”). . The Seller shall use its commercially reasonable efforts to cause the foregoing to be filed with the SEC, on a preliminary basis, not later than the twenty first (b21st) Promptly followingday subsequent to the date hereof, but in no event later shall the foregoing be filed more than three thirty (330) Business Days days subsequent to the date hereof; provided, however, that, if on such thirtieth (30th) day, the Seller is ready to file such information statement subject only to the Buyer’s approval, such thirty (30) day time period shall be extended until receipt of the Buyer’s approval. The Seller and the Buyer, as the case may be, shall promptly furnish all information concerning the Seller on the one hand, or the Buyer on the other hand, that may be required by applicable securities Laws or reasonably requested by the other Party hereto in connection with the preparation and filing with the SEC of the Information Statement. Subject to the terms and conditions of this Agreement and all applicable Laws, the Seller shall use commercially reasonable efforts to cause the Information Statement to be disseminated to the holders of Seller Common Stock as promptly as practicable following the clearance thereof by the SEC or the expiration of the 10 calendar day review period as provided in Rule 14c-5 under therefor if there is or has been no review by the Exchange ActSEC. The Information Statement must be mailed to holders of the Seller Common Stock at least twenty (20) days before the Closing. The Seller shall cause the Information Statement to, the Company shall file, in accordance when filed with the rules and regulations of the Exchange ActSEC, including Regulation 14C and Schedule 14C thereunder, a definitive information statement (the “Information Statement,” and together with the Preliminary Stockholder Materials, the “Stockholder Materials”). (c) The Company shall afford Buyer the opportunity to review and comment upon the Stockholder Materials and shall not file or deliver any Stockholder Materials until Buyer has provided its prior written consent as to the form and substance thereof. Buyer and its representatives shall provide any comments on such Stockholder Materials as promptly as reasonably practicable. The Company covenants and agrees to ensure that the Stockholder Materials comply in all material respects with the DGCL, applicable requirements of the Securities ActExchange Act and all other Laws. If at any time prior to the Closing, any information relating to the Exchange ActSeller or the Buyer, the rules and regulations promulgated or any of their respective directors, officers or affiliates, should be discovered by the SEC and other applicable Laws and do Seller or the Buyer which should be set forth in an amendment or supplement to the Information Statement so that the Information Statement would not contain include any untrue statement misstatement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (d) Each , the Party which discovers such information shall promptly notify the other Party hereto, and an appropriate amendment or supplement to the Information Statement describing such information shall be promptly prepared and filed with the SEC and, to the extent required by applicable Law, disseminated to the holders of Seller Common Stock. The Seller shall provide the Buyer and the Company its counsel a reasonable opportunity to review, comment and approve (which such approval shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Preliminary Information Statement and the Information Statement. Each of Buyer and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to comments of the SEC or its staff with respect to the Preliminary Information Statement, the Information Statement and any amendment filed in response amendments or supplements thereto, prior to the filing thereof with the SEC. If either Buyer or the Company becomes aware that any information contained in the Preliminary Information Statement or the Information Statement shall have become false or misleading in any material respect or that the Preliminary Information Statement or the Information Statement is required to be amended in order to comply with applicable Law, then (i) such party The Seller shall promptly inform advise the other and (ii) Buyer and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) an amendment or supplement to the Preliminary Information Statement or the Information Statement, as applicable. The Company shall use reasonable best efforts to cause the Preliminary Information Statement and the Information Statement, as so amended or supplemented, to be filed with the SEC and to be delivered to the Company Stockholders, pursuant to applicable Law. The Company shall provide Buyer with copies of any written comments, and shall inform Bxxxx of any oral comments, that the Company receives comments received from the SEC or its staff with respect to the Preliminary Information Statement and shall provide to the Buyer and its counsel any and all written comments that the Seller or its counsel may receive from the SEC or its staff with respect to the Information Statement promptly after receipt thereof. The Seller shall use its reasonable best efforts, after consultation with the receipt of such Buyer, to respond to and resolve all SEC comments and shall give Buyer a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior with respect to the Company responding to the SEC or its staffInformation Statement promptly after receipt thereof.

Information Statement. (a) Promptly following the public filing of Buyer’s audited consolidated balance sheet and the related consolidated statements of operations and comprehensive income (loss) and stockholder’s equity (deficit) as of the end of and for the fiscal year ended December 31, 2023, the The Company shall (i) deliver to each Company Stockholder that did not execute and deliver a Written Consent the notices and information required by the DGCL (including a copy of Section 262 of the DGCL), together with any other information, documents and notices required by the DGCL or any other applicable Laws or by the Company Charter, Company Bylaws or other organizational documents of the Company, and (ii) file, in accordance with the rules and regulations of the Exchange Act, including Regulation 14C and Schedule 14C thereunder, a preliminary information statement (the “Preliminary Information Statement,” and together with all notices and information described in the immediately preceding clause (i), the “Preliminary Stockholder Materials”). (b) Promptly followingpromptly, but in no event later than three seven (37) Business Days following the expiration date hereof: (i) Deliver notice to the Company Stockholders of the 10 calendar day period as provided in Rule 14c-5 under the Exchange Act, approval by the Company shall fileBoard and Company Stockholders of the Merger, this Agreement and the transactions contemplated hereby, pursuant to and in accordance with applicable Law and the rules Company’s Charter Documents and regulations the Shareholder Agreements; and (ii) Provide to each Company Stockholder an information statement including information regarding the Company, the terms of the Exchange ActMerger and this Agreement and the unanimous recommendation of the Company Board in favor of the Merger, including Regulation 14C this Agreement and Schedule 14C thereunderthe transactions contemplated hereby, a definitive information statement for approval and adoption by written consent pursuant to the Stockholder Written Consent, if required by applicable Law or the Company’s Charter Documents or the Shareholder Agreements, together with the notice of appraisal rights required pursuant to the DGCL and dissenter’s rights pursuant to the CCC to Company Holders who may elect dissenters’ rights or appraisal rights under such laws (as amended or supplemented, the “Information Statement,” and together with the Preliminary Stockholder Materials, the “Stockholder Materials”). (c) The Company shall afford Buyer the opportunity to review and comment upon the Stockholder Materials and shall not file or deliver any Stockholder Materials until Buyer has provided its prior written consent as to the form and substance thereof. Buyer and its representatives shall provide any comments on such Stockholder Materials as promptly as reasonably practicable. The Company covenants and agrees to ensure that the Stockholder Materials comply in all material respects with the DGCL, the Securities Act, the Exchange Act, the rules and regulations promulgated by the SEC and other applicable Laws and do Information Statement shall not contain any untrue statement of a material fact which, at such time, to the Company’s knowledge, is false or misleading, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, therein not false or misleading. (db) Each Any materials to be submitted to the Company Stockholders in connection with the solicitation of Buyer their approval of the Merger and this Agreement, including any amendments or supplements to the Information Statement (the “Soliciting Materials”), shall be subject to the reasonable review and approval which approval shall not be unreasonably withheld, conditioned or delayed, by Parent and shall include information regarding the Company, the terms of the Merger and this Agreement, and the unanimous recommendation of the Company Board in favor of the Merger, this Agreement and the transactions contemplated hereby. Anything to the contrary contained herein notwithstanding, the Company shall furnish all not include in the Soliciting Materials any information concerning it as may reasonably with respect to Parent or its affiliates or associates, the form and content of which shall not have been consented to in writing (email pursuant to Section 9.1 being sufficient) by Parent prior to such inclusion, which consent shall not be requested by unreasonably withheld, conditioned or delayed. The Company will promptly advise Parent in writing (email pursuant to Section 9.1 being sufficient) if at any time prior to the other party in connection with such actions and the preparation of the Preliminary Information Statement and the Information Statement. Each of Buyer and Closing the Company shall cooperate and mutually agree upon (such agreement not obtain knowledge of any facts that might make it necessary or appropriate to be unreasonably withheld amend or delayed) any response to comments of supplement the SEC or its staff with respect to the Preliminary Information Statement, the Information Statement and any amendment filed in response thereto. If either Buyer or the Company becomes aware that any information contained in the Preliminary Information Statement or the Information Statement shall have become false or misleading in any material respect or that the Preliminary Information Statement or the Information Statement is required to be amended Soliciting Materials in order to make statements contained or incorporated by reference therein not misleading or to comply with applicable Law, then (i) such party shall . Parent will promptly inform the other and (ii) Buyer and advise the Company in writing (email pursuant to Section 9.1 being sufficient) if at any time prior to the Closing Parent shall cooperate and mutually agree upon (such agreement not obtain knowledge of any facts that might make it necessary or appropriate to be unreasonably withheld or delayed) an amendment amend or supplement the information regarding Parent or Merger Sub provided in writing (email pursuant to the Preliminary Information Statement Section 9.1 being sufficient) by Parent or the Information Statement, as applicable. The Company shall use reasonable best efforts to cause the Preliminary Information Statement and the Information Statement, as so amended or supplemented, to be filed with the SEC and to be delivered Merger Sub to the Company Stockholdersfor the express purpose of including in any documents mailed, pursuant delivered or otherwise furnished to stockholders by the Company in connection with the solicitation of their consent to this Agreement and the Merger in order to make statements contained or incorporated by reference therein not misleading or to comply with applicable Law. . (c) The Company Board shall provide Buyer with copies not alter, modify, change or revoke its unanimous approval of any written commentsthe Merger, this Agreement and the transactions contemplated hereby, and shall inform Bxxxx of any oral comments, that the Company receives from the SEC or its staff with respect to the Preliminary Information Statement promptly after the receipt of such comments and shall give Buyer a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior unanimous recommendation to the Company responding Stockholders to vote in favor of the SEC or its staffMerger, this Agreement and the transactions contemplated hereby.

Information Statement. (a) Promptly following after the public filing execution of Buyer’s audited consolidated balance sheet this Agreement, Company shall prepare, with the cooperation of Parent, two Information Statements, both in compliance with the requirements under Delaware Law and one in compliance with Rule 506 under the related consolidated statements of operations Securities Act and comprehensive income (loss) one in compliance with Regulation S promulgated thereunder, which Information Statements shall also include an offering circular, which shall comply as to form and stockholder’s equity (deficit) as substance in all material respects with the applicable provisions of the end Securities Act, the blue sky laws and all rules and regulations promulgated thereunder (collectively, the "Information Statement") to be used in connection with obtaining the approval and adoption of this Agreement and approval of the Merger by the Company Stockholders. The Information Statement shall be in form and substance reasonably satisfactory to Parent. Company shall mail the Information Statement to all Company Stockholders entitled to receive such notice under Delaware Law. The Information Statement shall constitute a disclosure document for the fiscal year ended December 31, 2023, offer and issuance of the shares of Parent Common Stock to be received by the Company shall Stockholders in the Merger and a proxy statement for solicitation of stockholder approval and adoption of this Agreement and approval of the Merger. If, at any time prior to the Closing Date, (i) deliver any event or information should be discovered by Parent or Merger Sub which should be set forth in an amendment to each Company Stockholder that did not execute and deliver a Written Consent the notices and information required by the DGCL (including a copy of Section 262 of the DGCL)Information Statement, together with any other information, documents and notices required by the DGCL or any other applicable Laws or by the Company Charter, Company Bylaws or other organizational documents of the Parent shall promptly inform Company, and (ii) file, any event or information should be discovered by Company which should be set forth in accordance with the rules and regulations of the Exchange Act, including Regulation 14C and Schedule 14C thereunder, a preliminary information statement (the “Preliminary Information Statement,” and together with all notices and information described in the immediately preceding clause (i), the “Preliminary Stockholder Materials”). (b) Promptly following, but in no event later than three (3) Business Days following the expiration of the 10 calendar day period as provided in Rule 14c-5 under the Exchange Act, the Company shall file, in accordance with the rules and regulations of the Exchange Act, including Regulation 14C and Schedule 14C thereunder, a definitive information statement (the “Information Statement,” and together with the Preliminary Stockholder Materials, the “Stockholder Materials”). (c) The Company shall afford Buyer the opportunity an amendment to review and comment upon the Stockholder Materials and shall not file or deliver any Stockholder Materials until Buyer has provided its prior written consent as to the form and substance thereof. Buyer and its representatives shall provide any comments on such Stockholder Materials as promptly as reasonably practicable. The Company covenants and agrees to ensure that the Stockholder Materials comply in all material respects with the DGCL, the Securities Act, the Exchange Act, the rules and regulations promulgated by the SEC and other applicable Laws and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (d) Each of Buyer and the Company shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Preliminary Information Statement and the Information Statement. Each of Buyer and the , Company shall cooperate promptly inform Parent, and mutually agree upon (such agreement not Company shall prepare, with the cooperation of Parent, an amendment to be unreasonably withheld or delayed) any response to comments of the SEC or its staff with respect to the Preliminary Information Statement, the Information Statement disclosing such event or information, and any amendment filed in response thereto. If either Buyer or the Company becomes aware that any information contained in the Preliminary Information Statement or the Information Statement shall have become false or misleading in any material respect or that the Preliminary Information Statement or the Information Statement is required to be amended in order to comply with applicable Law, then (i) such party shall promptly inform the other and (ii) Buyer and the Company shall mail, and Parent shall cooperate and mutually agree upon (to the extent necessary in mailing, such agreement not to be unreasonably withheld or delayed) an amendment or supplement to the Preliminary Company Stockholders. The Information Statement shall include the recommendation of the Board of Directors of Company that the Company Stockholders vote in favor of the approval and adoption of this Agreement and approval of the Merger; provided that such recommendation may not be included or may be withdrawn if previously included if (i) none of Company, its subsidiaries and their respective officers, directors, employees or other agents and representatives violated any of the restrictions in Section 4.3 hereof, and (ii) following consultation with outside legal counsel, Company's Board of Directors determines that the inclusion of such recommendation or the Information Statement, as applicable. The Company shall use reasonable best efforts failure to cause the Preliminary Information Statement and the Information Statement, as so amended or supplemented, to withdraw such recommendation would be filed inconsistent with the SEC and to be delivered fiduciary duties of the Board of Directors of Company to the Company Stockholders, pursuant to Stockholders under applicable Law. The Company shall provide Buyer with copies of any written comments, and shall inform Bxxxx of any oral comments, that the Company receives from the SEC or its staff with respect to the Preliminary Information Statement promptly after the receipt of such comments and shall give Buyer a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to the Company responding to the SEC or its stafflaws.

Information Statement. (a) Promptly As soon as reasonably practicable following the public filing date of Buyer’s audited consolidated balance sheet and the related consolidated statements of operations and comprehensive income (loss) and stockholder’s equity (deficit) as of the end of and for the fiscal year ended December 31, 2023this Agreement, the Company shall (i) deliver to each Company Stockholder that did not execute shall, with the assistance of Parent, prepare and deliver a Written Consent file with the notices and SEC an information required by the DGCL (including a copy of Section 262 statement of the DGCL), together with any other information, documents and notices required type contemplated by the DGCL or any other applicable Laws or by the Company Charter, Company Bylaws or other organizational documents of the Company, and (ii) file, in accordance with the rules and regulations of the Exchange Act, including Regulation 14C and Schedule 14C thereunder, a preliminary information statement (the “Preliminary Information Statement,” and together with all notices and information described in the immediately preceding clause (i), the “Preliminary Stockholder Materials”). (b) Promptly following, but in no event later than three (3) Business Days following the expiration of the 10 calendar day period as provided in Rule 14c-5 14c-2 promulgated under the Exchange Act, Act related to the Company shall file, in accordance with the rules Merger and regulations of the Exchange Actthis Agreement (such information statement, including Regulation 14C and Schedule 14C thereunderany amendment or supplement thereto, a definitive information statement (the “Information Statement,” and together with the Preliminary Stockholder Materials, the “Stockholder Materials”). (c) The . Parent, Merger Sub and the Company shall afford Buyer will cooperate with each other in the opportunity to review preparation of the Information Statement. Without limiting the generality of the foregoing, each of Parent and comment upon the Stockholder Materials and shall not file or deliver any Stockholder Materials until Buyer has provided its prior written consent as Merger Sub will furnish to the form and substance thereof. Buyer and its representatives shall provide any comments on such Stockholder Materials as promptly as reasonably practicable. The Company covenants and agrees the information relating to ensure that the Stockholder Materials comply in all material respects with the DGCL, the Securities Act, it required by the Exchange Act, Act and the rules and regulations promulgated by the SEC and other applicable Laws and do not contain any untrue statement of a material fact or omit thereunder to state any material fact necessary be set forth in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (d) Each of Buyer and the Company shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Preliminary Information Statement and the Information Statement. Each of Buyer and the The Company shall cooperate and mutually agree upon (such agreement not use its reasonable best efforts to be unreasonably withheld or delayed) any response to resolve all SEC comments of the SEC or its staff with respect to the Preliminary Information Statement, Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing. Each of Parent, Merger Sub and any amendment filed in response thereto. If either Buyer or the Company becomes aware that agrees to correct any information contained provided by it for use in the Preliminary Information Statement or the Information Statement which shall have become false or misleading in any material respect or that the Preliminary Information Statement or the Information Statement is required to be amended in order to comply with applicable Law, then (i) such party shall promptly inform the other and (ii) Buyer and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) an amendment or supplement to the Preliminary Information Statement or the Information Statement, as applicablemisleading. The Company shall use reasonable best efforts as soon as reasonably practicable notify Parent and Merger Sub of the receipt of any comments from the SEC with respect to cause the Preliminary Information Statement and any request by the SEC for any amendment to the Information Statement, as so amended Statement or supplemented, for additional information and shall provide Parent with copies of all such comments and correspondence. Prior to be filed with filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC and to be delivered to (or the Company Stockholdersstaff of the SEC) with respect thereto, pursuant to applicable Law. The the Company shall provide Buyer with copies of any written comments, and shall inform Bxxxx of any oral comments, that the Company receives from the SEC or its staff with respect to the Preliminary Information Statement promptly after the receipt of such comments and shall give Buyer Parent a reasonable opportunity to review and comment to propose comments on any proposed written such document or oral responses to such comments prior to response. Promptly after the Company responding to Information Statement has been cleared by the SEC or after 10 calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its staffintent to review the Information Statement, the Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c-2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy of the Information Statement to its stockholders.

Information Statement. (a) Promptly following As promptly as practicable after the public filing of Buyer’s audited consolidated balance sheet Closing Date, MEDS shall prepare and file with the SEC an information statement on Schedule 14C relating to the Required MEDS Stockholder Consent regarding the Conversion, the Name Change and the related consolidated statements of operations and comprehensive income Stock Plan Share Increase (loss) and stockholder’s equity (deficit) as of the end of and for the fiscal year ended December 31, 2023, the Company shall (i) deliver to each Company Stockholder that did not execute and deliver a Written Consent the notices and information required by the DGCL (including a copy of Section 262 of the DGCL), together with any other informationamendments thereof or supplements thereto, documents and notices required by the DGCL or any other applicable Laws or by the Company Charter, Company Bylaws or other organizational documents of the Company, and (ii) file, in accordance with the rules and regulations of the Exchange Act, including Regulation 14C and Schedule 14C thereunder, a preliminary information statement (the “Preliminary Information Statement,” and together with all notices and information described in the immediately preceding clause (i), the “Preliminary Stockholder Materials”). (b) Promptly following, but in no event later than three (3) Business Days following the expiration of the 10 calendar day period as provided in Rule 14c-5 under the Exchange Act, the Company shall file, in accordance with the rules and regulations of the Exchange Act, including Regulation 14C and Schedule 14C thereunder, a definitive information statement (the “Information Statement,” and together with the Preliminary Stockholder Materials, the “Stockholder Materials”). . MEDS shall use its commercially reasonable efforts to (ci) The Company shall afford Buyer cause the opportunity Information Statement to review and comment upon the Stockholder Materials and shall not file or deliver any Stockholder Materials until Buyer has provided its prior written consent as to the form and substance thereof. Buyer and its representatives shall provide any comments on such Stockholder Materials as promptly as reasonably practicable. The Company covenants and agrees to ensure that the Stockholder Materials comply in all material respects with the DGCL, the Securities Act, the Exchange Act, the applicable rules and regulations promulgated by the SEC and other the guidance of the staff of the SEC and (ii) respond promptly to any comments or requests of the SEC or its staff related to the Information Statement. (b) MEDS covenants and agrees that the Information Statement (and the letter to stockholders included therewith) will (i) comply as to form in all material respects with the requirements of applicable Laws U.S. federal securities laws and do the DGCL, and (ii) will 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 made therein, in light of the circumstances under which they were made, not misleading. (dc) Each of Buyer MEDS shall use commercially reasonable efforts to cause the Information Statement to be mailed to MEDS’s stockholders as promptly as practicable after the Information Statement has been filed with the SEC and either (i) the Company shall furnish all information concerning SEC has indicated that it as may reasonably be requested by does not intend to review the other party in connection with such actions and the preparation Information Statement or that its review of the Preliminary Information Statement and has been completed or (ii) at least ten (10) days shall have passed since the Information Statement was filed with the SEC without receiving any correspondence from the SEC commenting upon, or indicating that it intends to review, the Information Statement. Each of Buyer , all in compliance with applicable U.S. federal securities laws and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to comments DGCL. If MEDS, either of the SEC or its staff with respect to the Preliminary Information Statement, the Information Statement and any amendment filed in response thereto. If either Buyer Merger Subs or the Company becomes become aware that of any event or information contained in that, pursuant to the Preliminary Information Statement Securities Act or the Information Statement shall have become false or misleading Exchange Act, should be disclosed in any material respect or that the Preliminary Information Statement or the Information Statement is required to be amended in order to comply with applicable Law, then (i) such party shall promptly inform the other and (ii) Buyer and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) an amendment or supplement to the Preliminary Information Statement or the Information Statement, as applicable. The Company shall use reasonable best efforts to cause the Preliminary Information Statement and the Information Statementcase may be, then such Party, as so amended the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in MEDS filing such amendment or supplemented, to be filed supplement with the SEC and to be delivered and, if appropriate, in mailing such amendment or supplement to the Company Stockholders, pursuant to applicable Law. The Company shall provide Buyer with copies of any written comments, and shall inform Bxxxx of any oral comments, that the Company receives from the SEC or its staff with respect to the Preliminary Information Statement promptly after the receipt of such comments and shall give Buyer a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to the Company responding to the SEC or its staffMEDS stockholders.

Information Statement. As promptly as practicable (and no more than seven (7) Business Days) following the date hereof, the Company shall, in accordance with applicable Law, including Sections 228(e) and 262 of the DGCL, and the Organizational Documents, send an information statement in a form mutually acceptable to Parent and the Company (the “Information Statement”) to each Company Shareholder that has not previously executed the Stockholder Consent and who, if the Required Company Stockholder Approval had been taken at a meeting of the Company Shareholders, would have been entitled to notice of such meeting if the record date notice of such meeting had been the date that the Required Company Stockholder Approval is obtained, (a) Promptly following the public filing of Buyer’s audited consolidated balance sheet and the related consolidated statements of operations and comprehensive income (loss) and stockholder’s equity (deficit) as notifying such Company Shareholder of the end of Company Board Recommendation and for the fiscal year ended December 31, 2023, the Company shall that (i) deliver to each action has been taken by less than unanimous written consent of the holders of Company Stock, (ii) this Agreement was adopted by the Required Company Stockholder Approval pursuant to the Stockholder Consent, (iii) the Transactions constitute a “Sale of the Company” under the terms of the Voting Agreement that did not execute and deliver the Electing Holders (as such term is defined herein) have elected to be governed under Section 3 thereof, as a Written Consent result of which the notices and information required by appraisal rights that would otherwise have been available to the Company Shareholders party to the Voting Agreement in respect of the Merger pursuant to Section 262 of the DGCL are waived, and (including a copy iv) appraisal rights are available to the Company Shareholders who are not party to the Voting Agreement in respect of the Merger pursuant to Section 262 of the DGCL), together with any other information, documents and notices required by the DGCL or any other applicable Laws or by the Company Charter, Company Bylaws or other organizational documents of the Company, and (ii) file, in accordance with the rules and regulations of the Exchange Act, including Regulation 14C and Schedule 14C thereunder, a preliminary information statement (the “Preliminary Information Statement,” and together with all notices and information described in the immediately preceding clause (i), the “Preliminary Stockholder Materials”). (b) Promptly following, but in no event later than three (3) Business Days following the expiration seeking ratification of the 10 calendar day period as provided in Rule 14c-5 under the Exchange Act, the Company shall file, in accordance with the rules and regulations appointment of the Exchange ActRepresentative, including Regulation 14C and Schedule 14C thereunder, a definitive information statement (the “Information Statement,” and together with the Preliminary Stockholder Materials, the “Stockholder Materials”). (c) The Company shall afford Buyer including the opportunity to review and comment upon the Stockholder Materials and shall not file or deliver any Stockholder Materials until Buyer has provided its prior written consent as to the form and substance thereof. Buyer and its representatives shall provide any comments on such Stockholder Materials as promptly as reasonably practicable. The Company covenants and agrees to ensure that the Stockholder Materials comply in all material respects with the DGCL, the Securities Act, the Exchange Act, the rules and regulations promulgated notice required by the SEC and other applicable Laws and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light Section 262(d)(2) of the circumstances under which they were made, not misleading. (d) Each of Buyer and the Company shall furnish all information concerning it as may reasonably be requested by the other party DGCL in connection with such actions and the preparation of the Preliminary Information Statement and the Information Statement. Each of Buyer and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to comments of the SEC or its staff with respect to the Preliminary Information Statement, the Information Statement and any amendment filed in response thereto. If either Buyer or (d) requesting such Company Shareholder to execute the Company becomes aware that any information contained in Stockholder Consent; provided, that, the Preliminary Information Statement or the Information Statement shall have become false or misleading in any material respect or that the Preliminary Information Statement or the Information Statement is required to be amended in order to comply with applicable Law, then (i) such party shall promptly inform the other and (ii) Buyer outside legal counsel of each of Parent and the Company shall cooperate and mutually may agree upon (to extend such agreement not to be unreasonably withheld or delayed) an amendment or supplement to period via email without need for the Preliminary Information Statement or the Information Statement, as applicablewritten consent of any Party. The Company shall use its reasonable best efforts to cause obtain such waivers from each Company Shareholder who has not previously executed the Preliminary Information Statement Stockholder Consent and the Information Statement, as so amended or supplemented, to be filed with the SEC and to be delivered to the Company Stockholders, pursuant to applicable Law. The Company shall provide Buyer with copies of any written Parent and its representatives a reasonable opportunity to provide comments, and shall inform Bxxxx of any oral comments, that the Company receives from the SEC reflect all reasonable comments made by Parent or its staff with respect representatives, to the Preliminary Information Statement promptly after the receipt of such comments and shall give Buyer a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to the Company responding to the SEC or its staffStatement.

Information Statement. (a) Promptly following the public filing execution of Buyer’s audited consolidated balance sheet this Agreement, Target shall prepare or cause to be prepared, at Target's sole cost and expense, an information statement or similar disclosure document for distribution to its security holders in connection with the related consolidated statements of operations and comprehensive income (loss) and stockholder’s equity (deficit) as consideration of the end transactions contemplated by this Agreement, which statement or document shall provide sufficient disclosure to meet the disclosure requirements of Rules 502 and for the fiscal year ended December 31, 2023, the Company shall (i) deliver to each Company Stockholder that did not execute and deliver a Written Consent the notices and information required by the DGCL (including a copy 506 of Section 262 of the DGCL), together with any other information, documents and notices required by the DGCL or any other applicable Laws or by the Company Charter, Company Bylaws or other organizational documents of the Company, and (ii) file, in accordance with the rules and regulations of the Exchange Act, including Regulation 14C and Schedule 14C thereunder, a preliminary information statement (the “Preliminary Information Statement,” and together with all notices and information described in the immediately preceding clause (i), the “Preliminary Stockholder Materials”). (b) Promptly following, but in no event later than three (3) Business Days following the expiration of the 10 calendar day period as provided in Rule 14c-5 D promulgated under the Exchange Act, the Company shall file, in accordance with the rules and regulations of the Exchange Act, including Regulation 14C and Schedule 14C thereunder, a definitive information statement (the “Information Statement,” and together with the Preliminary Stockholder Materials, the “Stockholder Materials”). (c) The Company shall afford Buyer the opportunity to review and comment upon the Stockholder Materials and shall not file or deliver any Stockholder Materials until Buyer has provided its prior written consent Securities Act as may be applicable to the form and substance thereof. Buyer and its representatives shall provide any comments on such Stockholder Materials as promptly as reasonably practicable. The Company covenants and agrees to ensure that the Stockholder Materials comply in all material respects with the DGCL, the Securities Act, the Exchange Act, the rules and regulations promulgated by the SEC security holders of Target and other applicable Laws federal and do not state laws. Purchaser shall be given sufficient time to review such disclosure document and to approve same in its sole and absolute discretion prior to the distribution thereof to Target's security holders. Target shall use its best efforts to send out such disclosure statement promptly following approval thereof by Purchaser. Target covenants, represents and warrants to Purchaser that none of the information in such disclosure document will, at the date that it is first mailed to the security holders of Target or at the time of the approval of the Merger by Target's security holders, 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 made therein, in light of the circumstances under which they were made, not misleading. . Target shall indemnify and hold harmless Purchaser and each of its existing officers and directors and its principal shareholders harmless from any claim, liability or expense (dincluding reasonable attorneys fees) Each incurred by any of Buyer and the Company shall furnish all information concerning it as may reasonably be requested them by the other party in connection with such actions and the preparation virtue of an alleged breach or breach of the Preliminary Information Statement and the Information Statement. Each of Buyer and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to comments of the SEC or its staff with respect to the Preliminary Information Statement, the Information Statement and any amendment filed in response thereto. If either Buyer or the Company becomes aware that any information covenant contained in the Preliminary Information Statement immediately preceding sentence. This indemnification shall survive for an indefinite duration (subject to applicable statute of limitations) following the termination of this Agreement or the Information Statement shall have become false or misleading consummation of the transaction contemplated hereby. Target has engaged Xxx, Xxxx to serve as the purchaser representative for the security holders of Target who are not "accredited investors" (as defined in any material respect or that Rule 501(a) of said Regulation D), which purchaser representative meets all of the Preliminary Information Statement or the Information Statement is required to be amended conditions therefor set forth in order to comply with applicable Law, then (iRule 501(h) such party shall promptly inform the other and (ii) Buyer and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) an amendment or supplement to the Preliminary Information Statement or the Information Statement, as applicable. The Company shall use reasonable best efforts to cause the Preliminary Information Statement and the Information Statement, as so amended or supplemented, to be filed with the SEC and to be delivered to the Company Stockholders, pursuant to applicable Law. The Company shall provide Buyer with copies of any written comments, and shall inform Bxxxx of any oral comments, that the Company receives from the SEC or its staff with respect to the Preliminary Information Statement promptly after the receipt of such comments and shall give Buyer a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to the Company responding to the SEC or its staff.said Regulation D.

Information Statement. (a) Promptly following As soon as reasonably practicable after the public filing date of Buyer’s audited consolidated balance sheet this Agreement, the Company will file with the SEC an information statement in preliminary form of the type contemplated by Rule 14c-2 promulgated under the Exchange Act, prepared by the Company with the assistance and subject to the approval (not to be unreasonably withheld, delayed or conditioned) of each Investor, related to this Agreement and the related consolidated statements of operations and comprehensive income (loss) and stockholder’s equity (deficit) as stockholder approval of the end of and for transactions contemplated hereby (as amended or supplemented from time to time, the fiscal year ended December 31, 2023“Information Statement”). In connection with the Information Statement, the Company shall (i) deliver take all actions necessary to each Company Stockholder that did not execute and deliver a Written Consent the notices and information required by the DGCL (including a copy of Section 262 of the DGCL), together with any other information, documents and notices required by the DGCL or any other applicable Laws or by the Company Charter, Company Bylaws or other organizational documents of the Companycomply, and (ii) filewill comply in all material respects, in accordance with the rules and regulations of the Exchange Act, including Regulation 14C and Schedule 14C promulgated thereunder, a preliminary information statement (the “Preliminary Information Statement,” and together with all notices and information described in the immediately preceding clause (i), the “Preliminary Stockholder Materials”)as applicable. (b) Promptly followingThe Company shall use its reasonable best efforts, but in no event later than three and each Investor shall reasonably cooperate with the Company, to have the Information Statement cleared by the SEC as promptly as practicable after such filing (3) Business Days following the expiration including by responding to comments of the 10 SEC). Each Investor and the Company will furnish all information as may be reasonably requested by the other in connection with the preparation, filing, clearance and distribution of the Information Statement. As promptly as practicable after the Information Statement shall have been cleared by the SEC (or after ten (10) calendar day period days have passed since the filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement or such other date as provided in Rule 14c-5 under the Exchange Actrequired by applicable Law), the Company shall file, cause the Information Statement to be mailed to its stockholders and to be filed in accordance definitive form with the rules and regulations of the Exchange ActSEC as required. No filing of, including Regulation 14C and Schedule 14C thereunder, a definitive information statement (the “Information Statement,” and together with the Preliminary Stockholder Materialsor amendment or supplement to, the “Stockholder Materials”). Information Statement will be made by the Company without the approval (cnot to be unreasonably withheld, delayed or conditioned) The Company shall afford Buyer the opportunity to review and comment upon the Stockholder Materials and shall not file or deliver of each Investor. If, at any Stockholder Materials until Buyer has provided its time prior written consent as to the form and substance thereof. Buyer and Closing, any information relating to the Company, each Investor or any of its representatives shall provide any comments on such Stockholder Materials as promptly as reasonably practicable. The respective Affiliates, directors or officers is discovered by the Company covenants and agrees or each Investor which information is required to ensure be set forth in an amendment or supplement to the Information Statement so that the Stockholder Materials comply in all material respects with the DGCL, the Securities Act, the Exchange Act, the rules and regulations promulgated by the SEC and other applicable Laws and do Information Statement would not contain include any untrue statement misstatement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were are made, not misleading. (d) Each of Buyer and , the Company shall furnish all party that discovers such information concerning it as may reasonably be requested by will promptly notify the other party in connection parties hereto and an appropriate amendment or supplement describing such information will be promptly filed with such actions and the preparation SEC and, to the extent required by Applicable Law, disseminated to the stockholders of the Preliminary Information Statement and the Information StatementCompany. Each of Buyer and the The Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to comments will notify each Investor promptly of the SEC or its staff with respect to the Preliminary Information Statement, the Information Statement and any amendment filed in response thereto. If either Buyer or the Company becomes aware that any information contained in the Preliminary Information Statement or time when the Information Statement shall have become false been cleared by the SEC or misleading in of the receipt of any material respect comments or that other communications, whether written or oral, from the Preliminary Information Statement SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Information Statement is required Statement, or for additional information, and will provide each Investor and their respective counsel with a reasonable opportunity to be amended in order to comply with applicable Lawparticipate in, then (i) such party shall promptly inform the other provide comments on and (ii) Buyer and the Company shall cooperate and mutually agree upon approve (such agreement approval not to be unreasonably withheld withheld, delayed or delayedconditioned) an amendment the Company’s response to such comments and other communications, and to participate in any discussions or supplement meetings with the SEC relating to the Preliminary Information Statement or any other matters that are the Information Statement, as applicablesubject of this Agreement. The Company shall use reasonable best efforts to cause the Preliminary Information Statement and the Information Statement, as so amended or supplemented, to be filed with the SEC and to be delivered to the Company Stockholders, pursuant to applicable Law. The Company shall provide Buyer parties will supply each other with copies of all correspondence between any written commentsof it or its representatives, on the one hand, and shall inform Bxxxx of any oral comments, that the Company receives from the SEC or its staff with respect to the Preliminary Information Statement promptly after the receipt of such comments and shall give Buyer a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to the Company responding to the SEC or its staff, on the other hand, with respect to the Information Statement or this Agreement or the transactions contemplated hereby.

Information Statement. (a) Promptly Immediately following the public filing execution of Buyer’s audited consolidated balance sheet and the related consolidated statements of operations and comprehensive income (loss) and stockholder’s equity (deficit) as of the end of and for the fiscal year ended December 31, 2023this Agreement, the Company shall (i) deliver transmit to each Company Stockholder that did not execute and deliver a Written Consent the notices and information required by the DGCL (including a copy of Section 262 of the DGCL), together with any other information, documents and notices required by the DGCL or any other applicable Laws or by the Company Charter, Company Bylaws or other organizational documents of the Company, and (ii) file, in accordance with the rules and regulations of the Exchange Act, including Regulation 14C and Schedule 14C thereunder, a preliminary an information statement in form and substance reasonably acceptable to APC (as the “Preliminary Information Statement,” same may be amended and together with all notices and information described in the immediately preceding clause (i)supplemented from time to time, the “Preliminary Stockholder Materials”). (b) Promptly following, but in no event later than three (3) Business Days following the expiration of the 10 calendar day period as provided in Rule 14c-5 under the Exchange Act, the Company shall file, in accordance with the rules and regulations of the Exchange Act, including Regulation 14C and Schedule 14C thereunder, a definitive information statement (the “Information Statement,” ”) for Stockholders to approve this Agreement and together with the Preliminary Stockholder Materials, transactions contemplated hereby pursuant to the “Stockholder Materials”). (c) Stockholders’ Written Consent. The Company shall afford Buyer the opportunity to review and comment upon the Stockholder Materials and shall not file or deliver promptly advise APC in writing if at any Stockholder Materials until Buyer has provided its time prior written consent as to the form and substance thereof. Buyer and its representatives shall provide Effective Time the Company obtains knowledge of any comments on such Stockholder Materials as promptly as reasonably practicable. The Company covenants and agrees facts that might make it necessary or appropriate to ensure that amend or supplement the Stockholder Materials comply in all material respects with the DGCL, the Securities Act, the Exchange Act, the rules and regulations promulgated by the SEC and other applicable Laws and do not contain any untrue statement of a material fact or omit to state any material fact necessary Information Statement in order to make the statements made therein, in light contained therein not misleading. The Information Statement shall contain (i) the unanimous recommendation of the circumstances under which they were made, not misleading. (d) Each board of Buyer directors of the Company that the Stockholders approve this Agreement and the Company shall furnish all information concerning it as may reasonably be requested transactions contemplated hereby and the unanimous conclusion of the board of directors that the terms and conditions of the Merger are fair and reasonable to the Stockholders; (ii) any notices required by the other party ABCA; and (iii) the notice of appraisal and/or dissenters’ rights required pursuant to the ABCA to Stockholders who may elect to exercise such rights under the ABCA in connection with such actions and the preparation transactions contemplated hereby. The Company will provide copies of drafts of the Preliminary Information Statement to APC and will mail the Information Statement. Each Statement to Stockholders only after APC and its legal counsel shall have approved and agreed to the content of Buyer and the Company shall cooperate and mutually agree upon disclosure in the Information Statement (such agreement approval not to be unreasonably withheld withheld, delayed or delayed) conditioned). Notwithstanding anything to the contrary contained herein, the Company shall not include in the Information Statement any response to comments of the SEC or its staff information with respect to APC or its Affiliates, the Preliminary Information Statement, form and content of which information shall not have been approved in writing by APC prior to such inclusion. Following the mailing of the Information Statement and any amendment filed in response thereto. If either Buyer or to Stockholders, the Company becomes aware that shall deliver by any information contained in manner permitted by the Preliminary Information Statement or the Information Statement shall have become false or misleading in ABCA any material respect or that the Preliminary Information Statement or the Information Statement is subsequent notice required to be amended in order to comply with applicable Law, then (i) such party shall promptly inform the other and (ii) Buyer and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) an amendment or supplement to the Preliminary Information Statement or the Information Statement, as applicable. The Company shall use reasonable best efforts to cause the Preliminary Information Statement and the Information Statement, as so amended or supplemented, to be filed with the SEC and to be delivered to the Company Stockholders, pursuant to applicable Law. The Company shall provide Buyer with copies of any written comments, and shall inform Bxxxx of any oral comments, that the Company receives from the SEC or its staff with respect to the Preliminary Information Statement promptly after the receipt of such comments and shall give Buyer a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior appraisal rights pursuant to the Company responding to the SEC or its staffABCA.

Information Statement. (a) Promptly following after the public filing execution and delivery of Buyer’s audited consolidated balance sheet and the related consolidated statements of operations and comprehensive income (loss) and stockholder’s equity (deficit) as of the end of and for the fiscal year ended December 31, 2023this Agreement, the Company shall (i) deliver to each Company Stockholder that did not execute prepare and deliver a Written Consent file with the notices and SEC an information required by the DGCL (including a copy of Section 262 statement of the DGCL)type contemplated by Rule 14c-2 promulgated under the Exchange Act relating to the adoption of this Agreement and the approval of the transaction contemplated hereby, including, without limitation, the Merger (together with any amendments thereof or supplements thereto, the “Information Statement”), it being understood and agreed that the preliminary Information Statement shall in no event be filed with the SEC later than fourteenth (14th) calendar day following the date hereof. In addition, the Company shall prepare and file with the SEC any other information, documents filings as and notices when requested by the SEC or required by Regulation 14C (the DGCL or any other applicable Laws or by the Company Charter, Company Bylaws or other organizational documents of the Company“Additional Materials”). The Information Statement shall be prepared in accordance with, and (ii) filecomply with, in accordance with the rules and regulations of the Exchange Act, including Regulation 14C and Schedule 14C thereunder, a preliminary information statement (the “Preliminary Information Statement,” and together with all notices and information described in the immediately preceding clause (i), the “Preliminary Stockholder Materials”). (b) Promptly following, but in no event later than three (3) Business Days following the expiration of the 10 calendar day period as provided in Rule 14c-5 promulgated under the Exchange Act, the Company shall file, in accordance with the rules and regulations of the Exchange Act, including Regulation 14C and Schedule 14C thereunder, a definitive information statement (the “Information Statement,” and together with the Preliminary Stockholder Materials, the “Stockholder Materials”). (c) The Company shall afford Buyer the opportunity to review and comment upon the Stockholder Materials and shall not file or deliver any Stockholder Materials until Buyer has provided its prior written consent as to the form and substance thereof. Buyer and its representatives shall provide any comments on such Stockholder Materials as promptly as reasonably practicable. The Company covenants and agrees to ensure that the Stockholder Materials comply in all material respects with the DGCL, the Securities Act, the Exchange Act, the rules and regulations promulgated by the SEC and other applicable Laws and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (d) Each of Buyer and the Company shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Preliminary Information Statement and the Information Statement. Each of Buyer and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to comments of the SEC or its staff with respect to the Preliminary Information Statement, the Information Statement and any amendment filed in response thereto. If either Buyer or the Company becomes aware that any information contained in the Preliminary Information Statement or the Information Statement shall have become false or misleading in any material respect or that the Preliminary Information Statement or the Information Statement is required to be amended in order to comply with applicable Law, then (i) such party shall promptly inform the other and (ii) Buyer and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) an amendment or supplement to the Preliminary Information Statement or the Information Statement, as applicable. The Company shall use reasonable best efforts to cause the Preliminary Information Statement and the Information Statement, as so amended or supplemented, to be filed with the SEC and to be delivered to the Company Stockholders, pursuant to applicable Law. The Company shall provide Buyer Parent and Merger Sub with copies of any written comments, and shall inform Bxxxx of any oral comments, that the Company receives from the SEC or its staff with respect to the Preliminary Information Statement promptly after the receipt of such comments and shall give Buyer a reasonable opportunity to review and comment on the Information Statement and any proposed written or oral Additional Materials and all responses to such comments and requests for additional information from the SEC prior to filing such with the Company responding SEC. Parent and Merger Sub shall promptly provide any comments on the Information Statement and any Additional Materials and any information necessary to be included in any of the foregoing. Promptly after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of the filing of the preliminary Information Statement with the SEC without notice from the SEC of its staffintent to review the Information Statement, the Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c-2 promulgated under the Exchange Act substantially in the form previously cleared by or filed with the SEC, as the case may be, and mail a copy of the Information Statement to the Company’s stockholders.

Information Statement. (a) Promptly following As promptly as practicable after the public filing execution of Buyer’s audited consolidated balance sheet and the related consolidated statements of operations and comprehensive income (loss) and stockholder’s equity (deficit) as of the end of and for the fiscal year ended December 31, 2023this Agreement, the Company shall (i) deliver prepare, in compliance with applicable Law and the Company Certificate of Incorporation and By-laws, an information statement relating to each Company Stockholder that did not execute and deliver a Written Consent the notices and information required by the DGCL (including a copy of Section 262 consent solicitation of the DGCL), Company Stockholders to be conducted in connection with the Merger which shall contain appropriate disclosure regarding Parent and the Parent Series C Stock (together with any other information, documents and notices required by the DGCL amendments thereof or any other applicable Laws or by the Company Charter, Company Bylaws or other organizational documents of the Company, and (ii) file, in accordance with the rules and regulations of the Exchange Act, including Regulation 14C and Schedule 14C thereunder, a preliminary information statement (the “Preliminary Information Statement,” and together with all notices and information described in the immediately preceding clause (i)supplements thereto, the “Preliminary Stockholder MaterialsInformation Statement”). (b) Promptly following. Parent shall furnish all information concerning it and the holders of its capital stock as the Company may reasonably request in connection with such actions and the preparation of the Information Statement. The Company shall mail the Information Statement to its Company Stockholders as soon as practicable, but in no event later than three (3) Business Days Days, following the expiration execution of this Agreement. The Information Statement shall include the unanimous recommendation of the 10 calendar day period as provided Company’s board of directors that adoption of the Merger Agreement by the Company Stockholders is advisable and that the Company’s board of directors has unanimously determined that the Merger is fair and in Rule 14c-5 under the Exchange Actbest interests of the Company Stockholders. No amendment or supplement to the Information Statement will be made by the Company without the approval of Parent (which approval shall not be unreasonably withheld, conditioned or delayed). If at any time prior to the First Effective Time, any event or circumstance relating to Parent or any Subsidiary of Parent, or their respective officers or directors, should be discovered by Parent which should be set forth in an amendment or a supplement to the Information Statement, Parent shall promptly inform the Company. If at any time prior to the First Effective Time, any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Information Statement, the Company shall filepromptly inform Parent. The Information Statement and any amendments or supplements thereto, in accordance when distributed or otherwise disseminated to the Company Stockholders, will comply as to form with the rules and regulations applicable requirements of the Exchange Act, including Regulation 14C and Schedule 14C thereunder, a definitive information statement (the “all Laws. The Information Statement,” and together with , as supplemented or amended, if applicable, at the Preliminary Stockholder Materialstime such Information Statement or any amendment or supplement thereto is first mailed to Company Stockholders, the “Stockholder Materials”). (c) The Company shall afford Buyer the opportunity to review and comment upon the Stockholder Materials and shall not file or deliver any Stockholder Materials until Buyer has provided its prior written consent as to the form and substance thereof. Buyer and its representatives shall provide any comments on such Stockholder Materials as promptly as reasonably practicable. The Company covenants and agrees to ensure that the Stockholder Materials comply in all material respects with the DGCL, the Securities Act, the Exchange Act, the rules and regulations promulgated by the SEC and other applicable Laws and do will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each of Buyer and the Company shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Preliminary Information Statement and the Information Statement. Each of Buyer and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to comments of the SEC or its staff with respect to the Preliminary Information Statement, the Information Statement and any amendment filed in response thereto. If either Buyer or the Company becomes aware that any information contained in the Preliminary Information Statement or the Information Statement shall have become false or misleading in any material respect or that the Preliminary Information Statement or the Information Statement is required to be amended in order to comply with applicable Law, then (i) such party shall promptly inform the other and (ii) Buyer and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) an amendment or supplement to the Preliminary Information Statement or the Information Statement, as applicable. The Company shall use reasonable best efforts to cause the Preliminary Information Statement and the Information Statement, as so amended or supplemented, to be filed with the SEC and to be delivered to the Company Stockholders, pursuant to applicable Law. The Company shall provide Buyer with copies of any written comments, and shall inform Bxxxx of any oral comments, that the Company receives from the SEC or its staff with respect to the Preliminary Information Statement promptly after the receipt of such comments and shall give Buyer a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to the Company responding to the SEC or its staff.

Information Statement. (a) Promptly following the public filing of Buyer’s audited consolidated balance sheet and the related consolidated statements of operations and comprehensive income (loss) and stockholder’s equity (deficit) as of the end of and for the fiscal year ended December 31, 2023, the Company AQSP shall (i) deliver to each Company Stockholder that did not execute and deliver a Written Consent the notices and information required by the DGCL (including a copy of Section 262 of the DGCL), together with any other information, documents and notices required by the DGCL or any other applicable Laws or by the Company Charter, Company Bylaws or other organizational documents of the Company, and (ii) file, in accordance with the rules and regulations of the Exchange Act, including Regulation 14C and Schedule 14C thereunder, a preliminary information statement (the “Preliminary Information Statement,” and together with all notices and information described in the immediately preceding clause (i), the “Preliminary Stockholder Materials”). (b) Promptly following, but in no event later than three (3) Business Days following the expiration of the 10 calendar day period as provided in Rule 14c-5 under the Exchange Act, the Company shall file, in accordance with the rules and regulations of the Exchange Act, including Regulation 14C and Schedule 14C thereunder, a definitive information statement (the “Information Statement,” and together with the Preliminary Stockholder Materials, the “Stockholder Materials”). (c) The Company shall afford Buyer the opportunity to review and comment upon the Stockholder Materials and shall not file or deliver any Stockholder Materials until Buyer has provided use its prior written consent as to the form and substance thereof. Buyer and its representatives shall provide any comments on such Stockholder Materials as promptly as reasonably practicable. The Company covenants and agrees reasonable best efforts to ensure that the Stockholder Materials comply Information Statement complies in all material respects with the DGCL, applicable provisions of the Securities Act, the Act and Exchange Act, the rules and regulations promulgated by the SEC and other applicable Laws and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (d) Each of Buyer and . AQSP shall promptly provide the Company shall furnish all information concerning it as may reasonably be requested by the and its counsel with any comments or other party in connection with such actions and the preparation of the Preliminary Information Statement and the Information Statement. Each of Buyer and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld communications, whether written or delayed) any response to comments of the SEC oral, that AQSP or its staff with respect to the Preliminary Information Statement, the Information Statement and any amendment filed in response thereto. If either Buyer or the Company becomes aware that any information contained in the Preliminary Information Statement or the Information Statement shall have become false or misleading in any material respect or that the Preliminary Information Statement or the Information Statement is required to be amended in order to comply with applicable Law, then (i) such party shall promptly inform the other and (ii) Buyer and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) an amendment or supplement to the Preliminary Information Statement or the Information Statement, as applicable. The Company shall use reasonable best efforts to cause the Preliminary Information Statement and the Information Statement, as so amended or supplemented, to be filed with the SEC and to be delivered to the Company Stockholders, pursuant to applicable Law. The Company shall provide Buyer with copies of any written comments, and shall inform Bxxxx of any oral comments, that the Company receives counsel may receive from the SEC or its staff with respect to the Preliminary preliminary Information Statement promptly after the receipt of such comments and AQSP shall give Buyer a reasonable opportunity and good faith consideration to review any comments made by the Company or its counsel. AQSP shall use commercially reasonable efforts to respond to any such comments in an expeditious matter (and the Company and the Company Owners shall provide timely, reasonable cooperation to AQSP in respect of any such comments). As soon as practicable following the resolution of any such comments from the SEC, or in the event AQSP has not received any communications from the SEC regarding preliminary Information Statement within ten (10) Business Days of the filing thereof (or has been notified by the SEC that the SEC will not comment on the preliminary Information Statement), then AQSP shall promptly file a definitive Information Statement with the SEC and shall cause the Information Statement to be disseminated to AQSP’s stockholders in accordance with the Exchange Act as promptly as practicable thereafter (with the first day on which the definitive Information Statement is mailed to an AQSP stockholder being the “Mailing Date”). AQSP shall also take any proposed written other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities Act, the Exchange Act, any applicable foreign or oral responses to such comments prior to state securities or “blue sky” Laws, and the rules and regulations thereunder in connection with the issuance of AQSP Common Stock in the Merger, and the Company responding shall furnish to AQSP all information concerning the SEC or its staffCompany as may be reasonably requested in connection with any such actions.

Information Statement. (a) Promptly following As soon as practicable after the public filing date of Buyer’s audited consolidated balance sheet and the related consolidated statements of operations and comprehensive income (loss) and stockholder’s equity (deficit) as of the end of and for the fiscal year ended December 31, 2023, the Company shall (i) deliver to each Company Stockholder that did not execute and deliver a Written Consent the notices and information required by the DGCL (including a copy of Section 262 of the DGCL), together with any other information, documents and notices required by the DGCL or any other applicable Laws or by the Company Charter, Company Bylaws or other organizational documents of the Companythis Agreement, and (ii) file, in accordance with the rules and regulations of the Exchange Act, including Regulation 14C and Schedule 14C thereunder, a preliminary information statement (the “Preliminary Information Statement,” and together with all notices and information described in the immediately preceding clause (i), the “Preliminary Stockholder Materials”). (b) Promptly following, but in no event later than three five (35) Business Days following business days prior to the expiration of the 10 calendar day period as provided in Closing, Trist shall prepare and deliver to Z&Z, an information statement pursuant to Rule 14c-5 14(c) promulgated under the Exchange Act, the Company shall file, in accordance with the rules and regulations Section 14A of the Exchange ActAct (together with any amendments or supplements thereto, including Regulation 14C the “14c Information Statement”) in connection with the approval and Schedule 14C thereunder, a definitive information statement adoption of the following matters (the “Information Statement,” and together Stockholder Matters”): 6.15.1 To approve a 1 for 200 reverse stock split with the Preliminary Stockholder Materials, the special treatment for certain of Trist’s stockholders to preserve round lot stockholders (“Stockholder MaterialsReverse Split”).; 6.15.2 To approve an adjustment in the number of authorized common stock of Trist as recommended by the Board of Directors; 6.15.3 To approve the authorization of “blank check” preferred stock as recommended by the Board of Directors; 6.15.4 To approve the adoption of a stock incentive plan (c) “Stock Plan”); and 6.15.5 All such other actions as shall be necessary or desirable in connection with or related to the foregoing actions in Sections 6.15.1 – 6.15.4 above. The Company 14c Information Statement shall afford Buyer the opportunity to review and comment upon the Stockholder Materials and shall not file or deliver any Stockholder Materials until Buyer has provided its prior written consent comply as to the form and substance thereof. Buyer and its representatives shall provide any comments on such Stockholder Materials as promptly as reasonably practicable. The Company covenants and agrees to ensure that the Stockholder Materials comply in all material respects with the DGCL, the Securities Act, provisions of the Exchange Act, Act and the rules and regulations promulgated by thereunder. Z&Z shall provide such information as may be necessary or required, in the reasonable determination of counsel to Z&Z and Trist, for Trist to prepare and deliver the 14c Information Statement (including, without limitation, all information, proposals and documentation related to the Stock Plan). As soon as practicable following the Closing, Trist shall obtain the written consent of each party to the Voting Agreement approving the Stockholder Matters, such consent to be effective twenty (20) days following the filing of the definitive 14c Information Statement with the SEC. Upon receipt of such written consent, Trist will file the Information Statement with the SEC and other applicable Laws shall cause such Information Statement to become definitive and do not contain any untrue statement to be mailed to the holders of Trist’s securities entitled to vote at a material fact or omit to state any material fact necessary in order to make meeting of stockholders. In the statements made therein, in light of event the circumstances under which they were made, not misleading. (d) Each of Buyer and the Company shall furnish all information concerning it as may reasonably be requested 14c Information Statement is reviewed by the other party in connection with such actions and the preparation of the Preliminary Information Statement and the Information Statement. Each of Buyer and the Company SEC, Trist shall cooperate and mutually agree upon (such agreement not respond promptly to be unreasonably withheld or delayed) any response to comments of the SEC or its staff with respect to the Preliminary 14c Information Statement and use its commercially reasonable efforts to have the 14c Information Statement cleared by the SEC as soon as practicable after its filing, provided, however, in the event that the substance of any review by the SEC involves or inquires with respect to information, filings, reports, financial statements or other circumstances of Trist occurring, reported or filed prior to the Closing (the “Pre-Closing Period”), Europa and Woodman shall, upon request of Z&Z and Trist, use their commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the Z&Z and Trist in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the 14c Information Statement, the Information Statement and any amendment filed in response thereto. If either Buyer or the Company becomes aware that any information contained in the Preliminary Information Statement or the Information Statement shall have become false or misleading in any material respect or that the Preliminary Information Statement or the Information Statement is required to be amended in order to comply with applicable Lawincluding, then (i) without limitation, providing such party shall promptly inform the other and (ii) Buyer and the Company shall cooperate and mutually agree upon (information, addressing such agreement not to be unreasonably withheld or delayed) an amendment or supplement to the Preliminary Information Statement or the Information Statement, as applicable. The Company shall use reasonable best efforts to cause the Preliminary Information Statement and the Information Statement, as so amended or supplemented, to be filed with the SEC and to be delivered to the Company Stockholders, pursuant to applicable Law. The Company shall provide Buyer with copies of any written comments, and shall inform Bxxxx of any oral comments, that the Company receives from the SEC or its staff with respect otherwise resolving such matters as may relate to the Preliminary Information Statement promptly after the receipt of such Pre-Closing Period and any SEC comments and shall give Buyer a reasonable opportunity to review and comment on relating thereto or any proposed written or oral responses to such comments prior to the Company responding to the SEC or its staffinquiry thereof.

Information Statement. (a) Promptly following As promptly as practicable after the public filing execution of Buyer’s audited consolidated balance sheet and the related consolidated statements of operations and comprehensive income (loss) and stockholder’s equity (deficit) as of the end of and for the fiscal year ended December 31this Agreement, 2023, the Company shall (i) deliver Classic shall prepare and file with the SEC the information statement to each Company Stockholder that did not execute be sent to the stockholders of Classic relating to the meeting of Classic's stockholders (the "Stockholders' Meeting") to be held to consider, among other things, the approval and deliver a Written Consent adoption of this Agreement (such information statement, as amended or supplemented, being referred to herein as the notices "Information Statement"). The Purchaser shall furnish all information concerning the Purchaser as Classic may reasonably request in connection with such actions and information required by the DGCL (including a copy of Section 262 preparation of the DGCL), together with any other information, documents and notices required by the DGCL or any other applicable Laws or by the Company Charter, Company Bylaws or other organizational documents of the Company, and (ii) file, in accordance with the rules and regulations of the Exchange Act, including Regulation 14C and Schedule 14C thereunder, a preliminary information statement (the “Preliminary Information Statement,” and together with all notices and information described in . As promptly as practicable, Classic shall mail the immediately preceding clause (i), the “Preliminary Stockholder Materials”)Information Statement to its stockholders. (b) Promptly following, but in no event later than three (3) Business Days following the expiration None of the 10 calendar day period as provided Classic Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in Rule 14c-5 under a manner adverse to the Exchange ActPurchaser, the Company approval or recommendation by the Classic Board or any committee thereof of this Agreement, and the Information Statement shall fileinclude the recommendation of the Classic Board to the stockholders of Classic in favor of approval and adoption of this Agreement; provided, however, that the Classic Board may, at any time prior to the Stockholders' Meeting, withdraw or modify any such recommendation to the extent that the Classic Board determines, in accordance its good faith judgment after consultation with independent legal counsel (who may be Classic's regularly engaged independent legal counsel), that the rules failure to so withdraw or modify its recommendation would cause the Classic Board to breach its fiduciary duties to Classic and regulations of the Exchange Act, including Regulation 14C and Schedule 14C thereunder, a definitive information statement (the “Information Statement,” and together with the Preliminary Stockholder Materials, the “Stockholder Materials”)its stockholders under applicable Law. (c) The Company shall afford Buyer the opportunity to review and comment upon the Stockholder Materials and shall not file No amendment or deliver any Stockholder Materials until Buyer has provided its prior written consent as supplement to the form and substance thereof. Buyer and its representatives shall provide any comments on Information Statement will be made by the Purchaser or Classic without the approval of the other party (such Stockholder Materials as promptly as reasonably practicableapproval not to be unreasonably withheld or delayed). The Company covenants Purchaser and agrees to ensure that Classic each will advise the Stockholder Materials comply in all material respects with the DGCLother, the Securities Actpromptly after they receive notice thereof, the Exchange Act, the rules and regulations promulgated of any request by the SEC for amendment of the Information Statement or comments thereon and other applicable Laws responses thereto or requests by the SEC for additional information. (d) The information supplied by the Purchaser for inclusion in the Information Statement shall not, at (i) the time the Information Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Classic, (ii) the time of the Stockholders' Meeting and do not (iii) the Closing, contain any untrue statement of a material fact or omit fail to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (d) Each of Buyer and . If, at any time prior to the Company shall furnish all information concerning it as may reasonably Closing, any event or circumstance relating to the Purchaser, or its officers or directors, should be requested discovered by the other party Purchaser which should be set forth in connection with such actions and the preparation of the Preliminary Information Statement and the Information Statement. Each of Buyer and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld an amendment or delayed) any response to comments of the SEC or its staff with respect a supplement to the Preliminary Information Statement, the Information Statement Purchaser shall promptly inform Classic. All documents that the Purchaser is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement will comply as to form and any amendment filed substance in response thereto. If either Buyer or all material aspects with the Company becomes aware that any applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (e) The information contained supplied by Classic for inclusion in the Preliminary Information Statement or the Information Statement shall have become false or misleading in any material respect or that not, at (i) the Preliminary Information Statement or time the Information Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Classic, (ii) the time of the Stockholders' Meeting and (iii) the Closing, contain any untrue statement of a material fact or fail to state any material fact required to be amended stated therein or necessary in order to comply with applicable Lawmake the statements therein, then (i) such party in light of the circumstances under which they were made, not misleading. If, at any time prior to the Closing, any event or circumstance relating to Classic or any of its subsidiaries, or their respective officers or directors, should be discovered by Classic which should be set forth in an amendment or a supplement to the Information Statement, Classic shall promptly inform the other and (ii) Buyer and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) an amendment or supplement to the Preliminary Information Statement or the Information Statement, as applicablePurchaser. The Company shall use reasonable best efforts to cause the Preliminary Information Statement and the Information Statement, as so amended or supplemented, to be filed All documents that Classic is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement will comply as to form and to be delivered to substance in all material respects with the Company Stockholders, pursuant to applicable Law. The Company shall provide Buyer with copies requirements of any written comments, the Securities Act and shall inform Bxxxx of any oral comments, that the Company receives from rules and regulations thereunder and the SEC or its staff with respect to Exchange Act and the Preliminary Information Statement promptly after the receipt of such comments rules and shall give Buyer a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to the Company responding to the SEC or its staffregulations thereunder.

Information Statement. (a) Promptly following the public filing of Buyer’s audited consolidated balance sheet The information statement and the related consolidated statements of operations and comprehensive income materials (loss) and stockholder’s equity (deficit) as of the end of and for the fiscal year ended December 31, 2023collectively, the Company shall (i"Information Statement") deliver to each Company Stockholder that did not execute and deliver a Written Consent the notices and information required be prepared by the DGCL (including a copy of Section 262 of the DGCL), together with any other information, documents and notices required by the DGCL or any other applicable Laws or by the Company Charter, Company Bylaws or other organizational documents of the Company, and (ii) file, Seller in accordance with Section 7.7 and used in connection with Seller's Special Meeting of Shareholders described in Section 7.8, relating to the rules and regulations authorization of this Agreement, the sale of the Exchange Act, including Regulation 14C Purchased Assets and Schedule 14C thereunder, a preliminary information statement other transactions contemplated hereby (the “Preliminary Information Statement,” "Special Meeting") will, when prepared by Seller and together with all notices and information described in the immediately preceding clause (i), the “Preliminary Stockholder Materials”). (b) Promptly following, but in no event later than three (3) Business Days following the expiration of the 10 calendar day period as provided in Rule 14c-5 under the Exchange Act, the Company shall file, in accordance with the rules and regulations of the Exchange Act, including Regulation 14C and Schedule 14C thereunder, a definitive information statement (the “Information Statement,” and together with the Preliminary Stockholder Materials, the “Stockholder Materials”). (c) The Company shall afford Buyer the opportunity to review and comment upon the Stockholder Materials and shall not file or deliver any Stockholder Materials until Buyer has provided its prior written consent as distributed to the form and substance thereof. Buyer and its representatives shall provide any comments on such Stockholder Materials as promptly as reasonably practicable. The Company covenants and agrees to ensure that the Stockholder Materials shareholders, comply in all material respects with the DGCL, provisions of the Securities Act, NYBCL and the Exchange Act, 1934 Act and the rules and regulations promulgated by thereunder and will not, at the SEC and other applicable Laws and do not time of the mailing of the Information Statement to the holders of capital stock of Seller (the "Shareholders") or at the Closing Date, 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 made therein, in the light of the circumstances under which they were are made, not misleading. (d) Each of Buyer and the Company shall furnish all ; provided, that Seller makes no representation with respect to information concerning it as may reasonably be requested Buyer supplied by the other party Buyer to Seller for inclusion in connection with such actions and the preparation of the Preliminary Information Statement and the Information Statement. Each The manner and conduct of Buyer the Special Meeting by Seller shall comply in all material respects with the provisions of the NYBCL and the Company shall cooperate 1934 Act and mutually agree upon the rules and regulations promulgated thereunder. (such agreement a) Set forth on Schedule 5.18 to the Disclosure Schedule is a list of not more than ten (10) persons (within the meaning of Rule 14a-2(b)(2) promulgated under the 1934 Act), specifying the number of shares of Common Stock or Preferred Stock of Seller owned or believed by Seller to be unreasonably withheld controlled by each such person and the percentage ownership of each such person based on the number of shares entitled to be voted at the Special Meeting. Such persons are the owners of or delayed) any response to comments control the vote of greater than two-thirds of the SEC or its staff with respect shares of capital stock of Seller entitled to vote at the Preliminary Information Statement, Special Meeting and also the Information Statement requisite number of shares of each class and any amendment filed in response thereto. If either Buyer or series of capital stock of Seller entitled to vote thereat and have duly and validly approved at the Company becomes aware that any information contained in Special Meeting the Preliminary Information Statement or the Information Statement shall have become false or misleading in any material respect or that the Preliminary Information Statement or the Information Statement is required to be amended in order to comply with applicable Law, then (i) such party shall promptly inform the other and (ii) Buyer and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) an amendment or supplement to the Preliminary Information Statement or matters covered by the Information Statement, as applicable. The Company shall use reasonable best efforts to cause required by the Preliminary Information Statement NYBCL, the Certificate of Incorporation of Seller and the Information Statement, as so amended or supplemented, to be filed with the SEC all applicable federal and to be delivered to the Company Stockholders, pursuant to applicable Law. The Company shall provide Buyer with copies of any written comments, and shall inform Bxxxx of any oral comments, that the Company receives from the SEC or its staff with respect to the Preliminary Information Statement promptly after the receipt of such comments and shall give Buyer a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to the Company responding to the SEC or its staffstate securities laws.

Information Statement. (a) Following the execution of this Agreement by the Company, the Company will deliver to each of the Stockholders the Stockholder Written Consent. Promptly following the public filing execution of Buyer’s audited consolidated balance sheet this Agreement and in any event, within 24 hours after the related consolidated statements of operations and comprehensive income (loss) and stockholder’s equity (deficit) as of the end of and for the fiscal year ended December 31, 2023date hereof, the Company shall will furnish to Parent executed copies of Stockholder Written Consents in amount sufficient to secure the Stockholder Approval. (b) As expeditiously as possible following the date hereof, the Company will (i) deliver to each Company Stockholder that did not execute complete the preparation of an information statement accurately describing this Agreement, the Merger and deliver a Written Consent the notices and information required by the DGCL (including a copy provisions of Section 262 of the DGCL), together with any other information, documents and notices required by the DGCL or any other applicable Laws or by the Company Charter, Company Bylaws or other organizational documents of the Company, and (ii) file, in accordance with the rules and regulations of the Exchange Act, including Regulation 14C and Schedule 14C thereunder, a preliminary information statement (the “Preliminary Information Statement,” and together with all notices and information described in the immediately preceding clause (i), the “Preliminary Stockholder Materials”). (b) Promptly following, but in no event later than three (3) Business Days following the expiration of the 10 calendar day period as provided in Rule 14c-5 under the Exchange Act, the Company shall file, in accordance with the rules and regulations of the Exchange Act, including Regulation 14C and Schedule 14C thereunder, a definitive information statement (the “Information Statement,” and together with the Preliminary Stockholder Materials, the “Stockholder Materials”). , (cii) The Company shall afford Buyer the provide Parent a reasonable opportunity to review and comment upon on the Stockholder Materials Information Statement and shall not file or (iii) thereafter deliver any Stockholder Materials until Buyer has provided its prior written consent as the Information Statement to the form stockholders of the Company informing them of the approval of the Merger, the adoption of this Agreement in accordance with Section 228 of the DGCL and substance thereof. Buyer and its representatives shall provide any comments on such Stockholder Materials as promptly as reasonably practicabletheir rights under Section 262 of the DGCL. The information furnished in any document mailed, delivered or otherwise furnished to the stockholders of the Company covenants and agrees to ensure that the Stockholder Materials comply in all material respects connection with the DGCLsolicitation of their consent to, and adoption of, this Agreement and the Securities Actapproval of the principal terms of the Merger, including the Exchange Actstatements in the Information Statement, will not contain, at or prior to the rules and regulations promulgated by the SEC and other applicable Laws and do not contain Effective Time, any untrue statement of a material fact or and will not omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (dc) Each of Buyer and Prior to the Effective Time, the Company shall furnish all information concerning it as may reasonably be requested will notify the holders of Company Stock and Options of the transactions contemplated hereby, in each case, to the extent required by the other party in connection with such actions terms and the preparation conditions of the Preliminary Information Statement and the Information Statement. Each of Buyer and this Agreement, the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to comments of the SEC or its staff with respect to the Preliminary Information StatementGovernance Documents, the Information Statement Plans, any Laws (including the DGCL) or other Contracts or instruments governing such securities and any amendment filed in response thereto. If either Buyer or the Company becomes aware that any information contained in the Preliminary Information Statement or the Information Statement shall have become false or misleading in any material respect or that the Preliminary Information Statement or the Information Statement is required to be amended in order to comply with applicable Law, then (i) such party shall promptly inform the other and (ii) Buyer and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) an amendment or supplement to the Preliminary Information Statement or the Information Statement, as applicable. The Company shall use reasonable best efforts to cause the Preliminary Information Statement and the Information Statement, as so amended or supplemented, to be filed with the SEC and to be delivered to the Company Stockholders, pursuant to applicable Law. The Company shall provide Buyer with copies of any written comments, and shall inform Bxxxx of any oral comments, that the Company receives from the SEC or its staff with respect to the Preliminary Information Statement promptly after the receipt of such comments and shall give Buyer a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to the Company responding to the SEC or its staffcontemplated herein.

Information Statement. (a) Promptly following The Company shall, as soon as practicable, but no later than November 21, 2007, file with the public filing SEC an Information Statement on Schedule 14C (the “Information Statement”), which has been previously reviewed by the Purchasers and a counsel of Buyer’s audited consolidated balance sheet and their choice, setting forth information regarding the related consolidated statements written majority consent in lieu of operations and comprehensive income (loss) and stockholder’s equity (deficit) as a meeting of the end of and for the fiscal year ended December 31, 2023, the Company shall (i) deliver to each Company Stockholder that did not execute and deliver a Written Consent the notices and information required by the DGCL (including a copy of Section 262 holders of the DGCL), together with any other information, documents and notices required by the DGCL or any other applicable Laws or by the Company Charter, Company Bylaws or other organizational documents majority of the Company, and (ii) file, ’s capital stock entitled to vote approving the Company’s issuance of all of the Securities as described in this Agreement in accordance with applicable law and the rules and regulations of the Exchange Act, including Regulation 14C and Schedule 14C thereunder, a preliminary information statement Trading Market (the “Preliminary Information Statement,” and together with all notices and information described in Shareholder Approval”), including the immediately preceding clause exchange of the STAR Notes for (i), ) Initial Convertible Notes in principal amount equal to the “Preliminary Stockholder Materials”). principal and accrued and unpaid interest on the STAR Notes and (bii) Promptly followingWarrants to purchase the Warrant Shares. As soon as practicable thereafter, but in no event earlier than January 18, 2008 and no later than three (3) Business Days following the expiration of the 10 calendar day period as provided in Rule 14c-5 under the Exchange ActFebruary 28, 2008, the Company shall file, provide each stockholder of the Company the Information Statement in accordance with applicable law and the rules and regulations of the Exchange ActAmerican Stock Exchange; provided, including Regulation 14C and Schedule 14C thereunderhowever, that in the event of a definitive information statement (review by the “SEC of the Information Statement,” and together with the Preliminary Stockholder MaterialsStatement which shall not be concluded by February 15, 2008, the “Stockholder Materials”). (c) The Company shall afford Buyer provide each stockholder of the opportunity to review Company the Information Statement in accordance with applicable law and comment upon the Stockholder Materials and shall not file or deliver any Stockholder Materials until Buyer has provided its prior written consent as to the form and substance thereof. Buyer and its representatives shall provide any comments on such Stockholder Materials as promptly as reasonably practicable. The Company covenants and agrees to ensure that the Stockholder Materials comply in all material respects with the DGCL, the Securities Act, the Exchange Act, the rules and regulations promulgated by the SEC and other applicable Laws and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. American Stock Exchange within ten (d10) Each business days of Buyer and clearing comments received from the Company shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Preliminary Information Statement and the Information Statement. Each of Buyer and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to comments of the SEC or its staff with respect to the Preliminary Information Statement, the Information Statement and any amendment filed in response thereto. If either Buyer or the Company becomes aware that any information contained in the Preliminary Information Statement or the Information Statement shall have become false or misleading in any material respect or that the Preliminary Information Statement or the Information Statement is required to be amended in order to comply with applicable Law, then (i) such party shall promptly inform the other and (ii) Buyer and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) an amendment or supplement to the Preliminary Information Statement or the Information Statement, as applicableSEC. The Company shall use its reasonable best efforts to cause address any SEC comments on the Preliminary Information Statement and to mail the Information StatementStatement as soon as practicable. (b) Notwithstanding anything to the contrary in Section 5.6(a), in the event that, under applicable law and the rules and regulations of the American Stock Exchange, the stockholders of the Company are unable to act by written consent, the Company shall, as so amended soon as practicable, but no earlier than January 18, 2008 and no later than January 31, 2008, provide each stockholder entitled to vote at a special or supplementedannual meeting of stockholders of the Company (the “Stockholder Meeting”), which initially shall be promptly called and held not later than February 28, 2008 (the “Stockholder Meeting Deadline”), a proxy statement, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of the resolutions set forth in the Shareholder Approval, and the Company shall solicit its stockholders’ approval of such resolutions and cause its Board of Directors to be filed with the SEC and to be delivered recommend to the Company Stockholders, pursuant to applicable Lawstockholders that they approve such resolutions. The Company shall provide Buyer with copies of any written commentsbe obligated to seek to obtain the Shareholder Approval by the Stockholder Meeting Deadline. If, and shall inform Bxxxx of any oral commentsdespite the Company’s reasonable best efforts, that the Company receives from the SEC Shareholder Approval is not obtained on or its staff with respect to the Preliminary Information Statement promptly after the receipt of such comments and shall give Buyer a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to the Stockholder Meeting Deadline, the Company responding shall cause an additional Stockholder Meeting to the SEC or its staff.be held every three (3) months thereafter until such Shareholder Approval is obtained