Common use of Information Statement Clause in Contracts

Information Statement. Promptly following the receipt of Written Consents from stockholders representing a majority in voting power of the issued and outstanding shares of Series A Preferred Stock as of the Record Date (including, for the avoidance of doubt, the Written Consent delivered by the Investors as described in Section 2.1) (the “Series A Requisite Consent”), the Company shall take commercially reasonable efforts to cause the Amended Series A Certificate of Designations Effectiveness to occur as soon as reasonably practicable, including by preparing, filing with the Securities and Exchange Commission (the “SEC”), and disseminating to holders of the Series A Preferred Stock, an information statement and notice of action by written consent with respect to the adoption and approval of the Amended Series A Certificate of Designations (the “Information Statement”), in each case as and to the extent required by applicable Law. The Company will provide the Investors (and their counsel) with a reasonable opportunity to review and comment on the Information Statement, and any amendment or supplement thereto, and will consider in good faith any comments provided by the Investors, and any responses to comments from the SEC or its staff or the provision of additional information in connection therewith, prior to filing or delivery of the same with or to the SEC. The Company will promptly respond to any SEC comments on the Information Statement and will use all commercially reasonable efforts to cause the Information Statement to be cleared by the SEC as promptly as practicable after such filing. The Company will advise the Investors reasonably promptly after: (A) the time when the Information Statement has been filed; (B) in the event the Information Statement is not reviewed by the SEC, the expiration of the waiting period under Rule 14c-5 under the Exchange Act; (C) in the event the preliminary Information Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC; (D) the filing of any supplement or amendment to the Information Statement; (E) any request by the SEC for amendment of the Information Statement; (F) any comments from the SEC relating to the Information Statement and responses thereto (and shall provide the Investors with a copy or, in the case of oral communications, summary of such comments); (G) requests by the SEC for additional information (and shall provide the Investors with a copy or, in the case of oral communications, summary of such request) relating to the Information Statement; and (H) any other material communication relating to the Information Statement, whether written or oral, from the SEC (and shall provide the Investors with a copy or, in the case of oral communications, summary of such communication).

Information Statement. Promptly following As soon as practicable after the receipt date of Written Consents from stockholders representing a majority in voting power of the issued and outstanding shares of Series A Preferred Stock as of the Record Date (including, for the avoidance of doubt, the Written Consent delivered by the Investors as described in Section 2.1) (the “Series A Requisite Consent”)this Agreement, the Company will prepare and file with the SEC, and the Parent and the Purchaser shall take commercially cooperate with the Company in such preparation and filing, a preliminary information statement relating to the Charter Amendment and use its reasonable best efforts to cause furnish the Amended Series A Certificate of Designations Effectiveness information required to occur as soon as reasonably practicablebe included by the SEC in the Information Statement and, including by preparing, filing after consultation with the Securities and Exchange Commission (Parent, to respond promptly to any comments made by the “SEC”), and disseminating to holders of the Series A Preferred Stock, an information statement and notice of action by written consent SEC with respect to the adoption preliminary information statement and approval of the Amended Series A Certificate of Designations shall use its reasonable best efforts to cause a definitive information statement (the “"Information Statement”), in each case as and ") to be mailed to the extent required by applicable LawCompany's stockholders as soon as practicable. The Company will provide notify the Investors (Parent and their counsel) with a reasonable opportunity to review and comment on the Information Statement, and Purchaser of the receipt of any amendment or supplement thereto, and will consider in good faith any comments provided by the Investors, and any responses to comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the preliminary information statement and the Information Statement or for additional information and will supply the Parent and the Purchaser with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the preliminary information statement and the Information Statement or the provision of Merger. The Company shall give the Parent and the Purchaser and its counsel the opportunity to review the preliminary information statement and the Information Statement prior to its being filed with the SEC and shall give the Parent and the Purchaser and its counsel the opportunity to review all amendments and supplements to the preliminary information statement and the Information Statement and all responses to requests for additional information in connection therewith, and replies to comments prior to filing their being filed with, or delivery of the same with or to sent to, the SEC. The Company will promptly respond to any SEC comments on the Information Statement and will use all commercially reasonable efforts to cause the Information Statement Certificate of Amendment to be cleared by filed with Secretary of State of Delaware the SEC as promptly as practicable next business day after all applicable time periods for taking such filingactions have expired. The Company will advise If at any time prior to the Investors reasonably promptly after: (A) the time when the Information Statement has been filed; (B) in the event the Information Statement is not reviewed by the SEC, the expiration effectiveness of the waiting period under Rule 14c-5 under the Exchange Act; (C) Charter Amendment there shall occur any event that is required to be set forth in the event the preliminary Information Statement is reviewed by the SEC, receipt of oral an amendment or written notification of the completion of the review by the SEC; (D) the filing of any supplement or amendment to the Information Statement; (E) any request by the SEC for amendment of the Information Statement; (F) any comments from the SEC relating to the Information Statement and responses thereto (and shall provide the Investors with a copy or, in the case of oral communications, summary of such comments); (G) requests by the SEC for additional information (and shall provide the Investors with a copy or, in the case of oral communications, summary of such request) relating to the Information Statement; and (H) any other material communication relating to the Information Statement, whether written the Company will prepare and mail to its stockholders such an amendment or oral, from the SEC (and shall provide the Investors with a copy or, in the case of oral communications, summary of such communication)supplement.

Information Statement. Promptly As soon as reasonably practicable following the receipt date of Written Consents from stockholders representing a majority this Agreement but in voting power no event later than three (3) Business Days following the date of the issued and outstanding shares of Series A Preferred Stock as of the Record Date (including, for the avoidance of doubt, the Written Consent delivered by the Investors as described in Section 2.1) (the “Series A Requisite Consent”)this Agreement, the Company shall take commercially reasonable efforts to cause the Amended Series A Certificate of Designations Effectiveness to occur as soon as reasonably practicableshall, including by preparing, filing with the Securities and Exchange Commission (the “SEC”), and disseminating to holders assistance of the Series A Preferred StockParent Group, prepare and file with the SEC an information statement and notice of action the type contemplated by written consent with respect Rule 14c-2 promulgated under the Exchange Act related to the adoption Merger and approval of the Amended Series A Certificate of Designations this Agreement (such information statement, including any amendment or supplement thereto, the “Information Statement”). The Parent Group, Merger Sub and the Company will cooperate with each other in the preparation of the Information Statement. Without limiting the generality of the foregoing, each case as of the Parent Group and Merger Sub will furnish to the extent Company the information relating to it required by applicable Lawthe Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Information Statement. The Company will shall use its reasonable best efforts to resolve all SEC comments with respect to the Information 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 the Parent Group, Merger Sub and the Company agrees to correct any information provided by it for use in the Information Statement which shall have become false or misleading. The Company shall as soon as reasonably practicable notify the Parent Group and Merger Sub of the receipt of any comments from the SEC with respect to Information Statement and any request by the SEC for any amendment to the Information Statement or for additional information and shall provide the Investors Parent Group with copies of all such comments and correspondence. Prior to filing or mailing the Information Statement (and their counselor any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, the Company shall provide the Parent Group a reasonable opportunity to review and comment to propose comments on such document or response and shall consider the Information Statement, and any amendment or supplement thereto, and will consider Parent Group’s comments in good faith any comments provided by the Investors, and any responses to comments from the SEC or its staff or the provision of additional information in connection therewith, prior to filing or delivery of the same with or to the SECfaith. The Company will promptly respond to any SEC comments on the Information Statement and will use all commercially reasonable efforts to cause the Information Statement to be cleared by the SEC as promptly as practicable Promptly after such filing. The Company will advise the Investors reasonably promptly after: (A) the time when the Information Statement has been filed; (B) in the event the Information Statement is not reviewed cleared by the SEC, SEC or after 10 calendar days have passed since the expiration date of the waiting period under Rule 14c-5 under the Exchange Act; (C) in the event filing of the preliminary Information Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC; (D) the filing of any supplement or amendment to the Information Statement; (E) any request by with the SEC for amendment of the Information Statement; (F) any comments without notice from the SEC relating of its intent to the Information Statement and responses thereto (and shall provide the Investors with a copy or, in the case of oral communications, summary of such comments); (G) requests by the SEC for additional information (and shall provide the Investors with a copy or, in the case of oral communications, summary of such request) relating to the Information Statement; and (H) any other material communication relating to review the Information Statement, whether written or oral, from 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 shall provide the Investors with mail a copy or, in of the case Information Statement to each of oral communications, summary of such communication)its stockholders.

Information Statement. Promptly following As soon as practicable (and in any event within fifteen (15) Business Days) after the receipt execution of Written Consents from stockholders representing a majority in voting power of the issued and outstanding shares of Series A Preferred Stock as of the Record Date (including, for the avoidance of doubt, the Written Consent delivered by the Investors as described in Section 2.1) (the “Series A Requisite Consent”)this Agreement, the Company shall take commercially reasonable efforts distribute, by upload to cause the Amended Series A Certificate secure website maintained for the benefit of Designations Effectiveness to occur as soon as reasonably practicable, including by preparing, filing with the Securities and Exchange Commission (the “SEC”), and disseminating to holders of the Series A Preferred StockUnits, to its Members, as appropriate, an information statement and notice other appropriate documents (including a copy of action by written consent with respect this Agreement) which contain, subject to Section 4.2, the Company Recommendation (such information statement and other documents, including any amendments or supplements thereto, in each case in the form or forms mailed or delivered to the adoption and approval of the Amended Series A Certificate of Designations (Members, collectively, the “Information Statement”)) if required in connection with obtaining Member Proxies representing the Company Requisite Approval, in each case as and to which Information Statement shall comply with applicable Laws. If the extent required by applicable Law. The Company will provide the Investors (and their counsel) with a reasonable opportunity to review and comment on distributes the Information Statement, and whenever any event occurs which is required to be set forth in an amendment or supplement thereto, and will consider in good faith any comments provided by the Investors, and any responses to comments from the SEC or its staff or the provision of additional information in connection therewith, prior to filing or delivery of the same with or to the SEC. The Company will promptly respond to any SEC comments on the Information Statement and will use all commercially reasonable efforts to cause the Information Statement to be cleared by the SEC as promptly as practicable after such filing. The Company will advise the Investors reasonably promptly after: (A) the time when the Information Statement has been filed; (B) in the event the Information Statement is not reviewed by the SEC, the expiration of the waiting period under Rule 14c-5 under the Exchange Act; (C) in the event the preliminary Information Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC; (D) the filing of any supplement or amendment to the Information Statement; (E) any request by the SEC for amendment of the Information Statement; (F) any comments from the SEC relating to the Information Statement and responses thereto (and shall provide the Investors with a copy or, in the case of oral communications, summary of such comments); (G) requests by the SEC for additional information (and shall provide the Investors with a copy or, in the case of oral communications, summary of such request) relating to the Information Statement; and (H) any other material communication relating to the Information Statement, whether written the Company or oralParent, from as the SEC case may be, will promptly inform the other of such occurrence and cooperate in preparing and distributing to the Members such amendment or supplement (and shall provide to the Investors with a copy orextent necessary or appropriate, in the case good faith judgment of oral communicationsthe Company). Each of Parent and Merger Sub shall use its reasonable best efforts to cooperate with the Company in connection with the preparation and distribution of the Information Statement, summary including furnishing as promptly as reasonably practicable to the Company any and all information relating to it as the Company may reasonably request. The Company shall deliver to the Members a notice of such communication)the Record Date for acting by written consent and any other notices in connection with the Intermediate Merger and the Merger as required by the Operating Agreement. Parent agrees that on the Record Date, it will, pursuant to the Member Proxies, consent in writing to approve this Agreement and the transactions contemplated hereby.

Information Statement. Promptly following As soon as practicable after the receipt execution of Written Consents from stockholders representing a majority in voting power of the issued and outstanding shares of Series A Preferred Stock as of the Record Date (including, for the avoidance of doubt, the Written Consent delivered by the Investors as described in Section 2.1) (the “Series A Requisite Consent”)this Agreement, the Company and the LLC shall take commercially reasonable efforts to cause the Amended Series A Certificate of Designations Effectiveness to occur as soon as reasonably practicableprepare, including by preparing, filing with the Securities and Exchange Commission (the “SEC”), and disseminating to holders cooperation of the Series A Preferred StockBuyer, an information statement and notice of action by written consent with respect to the adoption and approval of the Amended Series A Certificate of Designations (the “Information Statement”), in each case as and to the extent required by applicable Law. The Company will provide the Investors (and their counsel) with a reasonable opportunity to review and comment on the Information Statement, and any amendment or supplement thereto, and will consider in good faith any comments provided by the Investors, and any responses to comments from the SEC or its staff or the provision of additional information in connection therewith, prior to filing or delivery of the same with or to the SEC. The Company will promptly respond to any SEC comments on the Information Statement for the holders of Shares to approve this Agreement and will the transactions contemplated hereby and for the holders of Units to consummate the Exchange. The Information Statement shall constitute a disclosure document for the offer and issuance of the shares of Buyer Ordinary Shares to be received by the holders of Shares and Units. The Buyer, the LLC and the Company shall each use all commercially reasonable commercial efforts to cause the Information Statement to be cleared by comply with applicable Legal Requirements. Each of the SEC as promptly as practicable after such filing. The Company will advise the Investors reasonably promptly after: (A) the time when the Information Statement has been filed; (B) in the event the Information Statement is not reviewed by the SECCompany, the expiration of the waiting period under Rule 14c-5 under the Exchange Act; (C) in the event the preliminary Information Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC; (D) the filing of any supplement or amendment LLC and Buyer agrees to provide promptly to the Information Statement; (E) any request by the SEC for amendment of the Information Statement; (F) any comments from the SEC relating to the Information Statement other such information concerning its business and responses thereto (financial statements and shall provide the Investors with a copy oraffairs as, in the case reasonable judgment of oral communicationsthe providing party or its counsel, summary of such comments); (G) requests by the SEC may be required or appropriate for additional information (and shall provide the Investors with a copy or, inclusion in the case of oral communications, summary of such request) relating to the Information Statement; and (H) any other material communication relating to the Information Statement, whether written or oralin any amendments or supplements thereto, from and to cause its counsel and auditors to cooperate with the SEC (other's counsel and shall provide auditors in the Investors with a copy orpreparation of the Information Statement. The Company and the LLC will promptly advise the Buyer, and the Buyer will promptly advise the Company and the LLC, in writing if at any time prior to the case Effective Time either shall obtain knowledge of oral communicationsany facts that might make it necessary or appropriate to amend or supplement the Information Statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The Information Statement shall contain the recommendation of the Company's and the LLC's Board of Directors and Board of Managers that the holders of Shares approve the Merger and this Agreement and the conclusion of the Company's and LLC's Board of Directors and Board of Managers that the terms and conditions of the Merger and Exchange are advisable and fair and reasonable to the holders of Shares and Units. The Company and the LLC shall not include in the Information Statement any information with respect to the Buyer or its affiliates or associates, summary the form and content of which information shall not have been approved by the Buyer prior to such communication)inclusion.

Information Statement. Promptly (a) As promptly as practicable after the execution of this Agreement (but in no event later than 13 days following the receipt date of Written Consents from stockholders representing a majority in voting power of the issued and outstanding shares of Series A Preferred Stock as of the Record Date (including, for the avoidance of doubt, the Written Consent delivered by the Investors as described in Section 2.1) (the “Series A Requisite Consent”this Agreement), the Company Seller shall take commercially reasonable efforts to cause the Amended Series A Certificate of Designations Effectiveness to occur as soon as reasonably practicable, including by preparing, filing prepare and file with the Securities and Exchange Commission ("SEC") (with a copy to the “SEC”), and disseminating to holders of the Series A Preferred Stock, Purchaser) an information statement and notice of action by written consent with respect relating to the adoption and approval Stockholder Approval (together with any amendments thereof or supplements thereto, the "Information Statement"). The Seller shall cause the Information Statement to comply in all material respects with the applicable provisions of the Amended Series A Certificate of Designations (Exchange Act and the “Information Statement”), in each case as rules and to the extent required by applicable Lawregulations thereunder. The Company will provide Information Statement shall constitute a "filing" pursuant to Section 4.7 of this Agreement, and the Investors (and their counsel) with a reasonable opportunity Purchaser shall have the right to review and comment thereon as set forth in such Section. (b) The Seller shall (i) if no comments have been received by the SEC on the Information Statement during the time period prescribed under Regulation 14C, on the eleventh day (or if such day is not a business day, the next succeeding business day) following the date of the Company's filing of the Information Statement with the SEC or (ii) if the SEC has commented on the Information Statement, on the third business day after the Information Statement becomes effective, mail the Information Statement to its stockholders on the date that is no more than two business days following the effectiveness of such Information Statement under Regulation 14C of the Exchange Act. The Seller shall use its best efforts to promptly notify and provide copies to the Purchaser and its counsel of (x) any amendment or supplement thereto, and will consider in good faith any comments provided by the Investors, and any responses to comments from the SEC or its staff or the provision of additional information in connection therewith, prior with respect to filing or delivery of the same with or to the SEC. The Company will promptly respond to any SEC comments on the Information Statement and will use all commercially reasonable efforts to cause the Information Statement to be cleared by the SEC as promptly as practicable after such filing. The Company will advise the Investors reasonably promptly after: (A) the time when the Information Statement has been filed; (B) in the event the Information Statement is not reviewed by the SEC, the expiration of the waiting period under Rule 14c-5 under the Exchange Act; (C) in the event the preliminary Information Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC; (D) the filing of any supplement or amendment to the Information Statement; (Ey) any request by the SEC for any amendment of the Information Statement; (F) any comments from the SEC relating to the Information Statement and responses thereto (and shall provide or for additional information. If the Investors with Seller receives comments or a copy or, in the case of oral communications, summary of such comments); (G) requests by request from the SEC for additional information (and shall provide the Investors with a copy or, in the case of oral communications, summary of such request) relating to the Information Statement; and (H) any other material communication relating respect to the Information Statement, whether written or oral, from the SEC (Seller shall use its best efforts to respond to such comments and shall provide information requests and have the Investors with a copy or, in Information Statement declared effective as soon as possible by the case of oral communications, summary of such communication)SEC.

Information Statement. Promptly As soon as reasonably practicable following the date of this Agreement but in no event later than three (3) Business Days following the date of this Agreement, the Company shall, with the assistance of the Parent Group, prepare and file with the SEC an information statement of the type contemplated by Rule 14c-2 promulgated under the Exchange Act related to the Merger and this Agreement (such information statement, including any amendment or supplement thereto, the "Information Statement"). The Parent Group, Merger Sub and the Company will cooperate with each other in the preparation of the Information Statement. Without limiting the generality of the foregoing, each of the Parent Group and Merger Sub will furnish to the Company the information relating to it required by the Exchange 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 SEC comments with respect to the Information 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 the Parent Group, Merger Sub and the Company agrees to correct any information provided by it for use in the Information Statement which shall have become false or misleading. The Company shall as soon as reasonably practicable notify the Parent Group and Merger Sub of the receipt of Written Consents any comments from stockholders representing a majority in voting power the SEC with respect to Information Statement and any request by the SEC for any amendment to the Information Statement or for additional information and shall provide the Parent Group with copies of all such comments and correspondence. Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the issued and outstanding shares of Series A Preferred Stock as SEC (or the staff of the Record Date (including, for the avoidance of doubt, the Written Consent delivered by the Investors as described in Section 2.1SEC) (the “Series A Requisite Consent”)with respect thereto, the Company shall take commercially reasonable efforts to cause the Amended Series A Certificate of Designations Effectiveness to occur as soon as reasonably practicable, including by preparing, filing with the Securities and Exchange Commission (the “SEC”), and disseminating to holders of the Series A Preferred Stock, an information statement and notice of action by written consent with respect to the adoption and approval of the Amended Series A Certificate of Designations (the “Information Statement”), in each case as and to the extent required by applicable Law. The Company will provide the Investors (and their counsel) with Parent Group a reasonable opportunity to review and comment to propose comments on such document or response and shall consider the Information Statement, and any amendment or supplement thereto, and will consider Parent Group's comments in good faith any comments provided by the Investors, and any responses to comments from the SEC or its staff or the provision of additional information in connection therewith, prior to filing or delivery of the same with or to the SECfaith. The Company will promptly respond to any SEC comments on the Information Statement and will use all commercially reasonable efforts to cause the Information Statement to be cleared by the SEC as promptly as practicable Promptly after such filing. The Company will advise the Investors reasonably promptly after: (A) the time when the Information Statement has been filed; (B) in the event the Information Statement is not reviewed cleared by the SEC, SEC or after 10 calendar days have passed since the expiration date of the waiting period under Rule 14c-5 under the Exchange Act; (C) in the event filing of the preliminary Information Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC; (D) the filing of any supplement or amendment to the Information Statement; (E) any request by with the SEC for amendment of the Information Statement; (F) any comments without notice from the SEC relating of its intent to the Information Statement and responses thereto (and shall provide the Investors with a copy or, in the case of oral communications, summary of such comments); (G) requests by the SEC for additional information (and shall provide the Investors with a copy or, in the case of oral communications, summary of such request) relating to the Information Statement; and (H) any other material communication relating to review the Information Statement, whether written or oral, from 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 shall provide the Investors with mail a copy or, in of the case Information Statement to each of oral communications, summary of such communication)its stockholders.

Information Statement. Promptly As soon as reasonably practicable following the receipt date of Written Consents from stockholders representing a majority in voting power of the issued and outstanding shares of Series A Preferred Stock as of the Record Date (including, for the avoidance of doubt, the Written Consent delivered by the Investors as described in Section 2.1) (the “Series A Requisite Consent”)this Agreement, the Company shall take commercially reasonable efforts to cause the Amended Series A Certificate of Designations Effectiveness to occur as soon as reasonably practicable, including by preparing, filing will prepare and file with the Securities and Exchange Commission (the “SEC”), and disseminating to holders of the Series A Preferred Stock, SEC an information statement and notice of action by written consent with respect to be sent to the adoption Company’s stockholders related to the Merger and approval of the Amended Series A Certificate of Designations this Agreement (the “Information Statement”), . Parent and Merger Sub will cooperate with the Company in each case as and to the extent required by applicable Lawpreparation of the Information Statement. The Company will provide promptly furnish the Investors (preliminary Information Statement and their counsel) with the definitive Information Statement, and any amendments or supplements thereto, to Parent and give Parent and its legal counsel a reasonable opportunity to review and comment on the such preliminary Information Statement, and any or amendment or supplement thereto, prior to filing with the SEC, and the Company will consider in good faith any all comments provided by the Investors, and any responses to comments from the SEC or its staff or the provision of additional information Parent in connection therewith, prior to filing or delivery . Without limiting the generality of the same with or foregoing, each of Parent and Merger Sub will furnish to the SECCompany the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Information Statement. The Company will promptly use its commercially reasonable efforts to respond as soon as reasonably practicable to any SEC comments on with respect to the Information Statement and Statement. The Company will use all commercially reasonable efforts to cause the definitive Information Statement to be cleared by mailed to the SEC stockholders of the Company as promptly as practicable after such filing. The Company will advise the Investors reasonably promptly after: (A) the time when the Information Statement has been filed; (B) in the event the Information Statement is not reviewed cleared by the SEC, SEC or after 10 calendar days have passed since the expiration date of the waiting period under Rule 14c-5 under the Exchange Act; (C) in the event filing of the preliminary Information Statement is reviewed with the SEC without notice from the SEC of its intent to review the Information Statement. Each of Parent, Merger Sub and the Company agree to correct any information provided by it for use in the SEC, Information Statement which will have become false or misleading. The Company will as soon as reasonably practicable notify Parent and Merger Sub of the receipt of oral or written notification of any comments from the completion of the review by the SEC; (D) the filing of any supplement or amendment SEC with respect to the Information Statement; (E) Statement and any request by the SEC for any amendment of the Information Statement; (F) any comments from the SEC relating or supplement to the Information Statement and responses thereto (and shall provide the Investors with a copy or, in the case of oral communications, summary of such comments); (G) requests by the SEC or for additional information (and shall will provide Parent with copies of all correspondence between the Investors with Company and its representatives, on the one hand, and the SEC, on the other hand. Parent will be given a copy or, reasonable opportunity to participate in the case of oral communicationsresponse to any SEC comments and to provide comments on any response (to which reasonable and good faith consideration will be given), summary of such request) relating to including by participating in any discussions or meetings with the Information Statement; and (H) any other material communication relating to the Information Statement, whether written or oral, from the SEC (and shall provide the Investors with a copy or, in the case of oral communications, summary of such communication)SEC.

Information Statement. Promptly following As soon as practicable after the receipt date of Written Consents from stockholders representing a majority in voting power of the issued and outstanding shares of Series A Preferred Stock as of the Record Date (including, for the avoidance of doubt, the Written Consent delivered by the Investors as described in Section 2.1) (the “Series A Requisite Consent”)this Agreement, the Company will prepare and file with the SEC, and the Parent and the Purchaser shall take commercially xxxxxx- ate with the Company in such preparation and filing, a prelimi- nary information statement relating to the Charter Amendment and use its reasonable best efforts to cause furnish the Amended Series A Certificate of Designations Effectiveness information required to occur as soon as reasonably practicablebe included by the SEC in the Information Statement and, including by preparing, filing after consultation with the Securities and Exchange Commission (Parent, to respond promptly to any comments made by the “SEC”), and disseminating to holders of the Series A Preferred Stock, an information statement and notice of action by written consent SEC with respect to the adoption preliminary information statement and approval of the Amended Series A Certificate of Designations shall use its reasonable best efforts to cause a definitive information statement (the “"Information Statement”), in each case as and ") to be mailed to the extent required by applicable LawCompany's stockholders as soon as practicable. The Company will provide notify the Investors (Parent and their counsel) with a reasonable opportunity to review and comment on the Information Statement, and Purchas- er of the receipt of any amendment or supplement thereto, and will consider in good faith any comments provided by the Investors, and any responses to comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supple- ments to the preliminary information statement and the Informa- tion Statement or for additional information and will supply the Parent and the Purchaser with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the preliminary information statement and the Information Statement or the provision of Merger. The Company shall give the Parent and the Purchaser and its counsel the opportunity to review the preliminary information statement and the Information Statement prior to its being filed with the SEC and shall give the Parent and the Purchaser and its counsel the opportunity to review all amendments and supplements to the preliminary information state- ment and the Information Statement and all responses to requests for additional information in connection therewith, and replies to comments prior to filing their being filed with, or delivery of the same with or to sent to, the SEC. The Company will promptly respond to any SEC comments on the Information Statement and will use all commercially reasonable efforts to cause the Information Statement Certificate of Amendment to be cleared by filed with Secretary of State of Delaware the SEC as promptly as practicable next business day after all applicable time periods for taking such filingactions have expired. The Company will advise If at any time prior to the Investors reasonably promptly after: (A) the time when the Information Statement has been filed; (B) in the event the Information Statement is not reviewed by the SEC, the expiration effectiveness of the waiting period under Rule 14c-5 under the Exchange Act; (C) Charter Amendment there shall occur any event that is required to be set forth in the event the preliminary Information Statement is reviewed by the SEC, receipt of oral an amendment or written notification of the completion of the review by the SEC; (D) the filing of any supplement or amendment to the Information Statement; (E) any request by the SEC for amendment of the Information Statement; (F) any comments from the SEC relating to the Information Statement and responses thereto (and shall provide the Investors with a copy or, in the case of oral communications, summary of such comments); (G) requests by the SEC for additional information (and shall provide the Investors with a copy or, in the case of oral communications, summary of such request) relating to the Information Statement; and (H) any other material communication relating to the Information Statement, whether written the Company will prepare and mail to its stockholders such an amendment or oral, from the SEC (and shall provide the Investors with a copy or, in the case of oral communications, summary of such communication)supple- ment.

Information Statement. Promptly following after the receipt execution of Written Consents from stockholders representing a majority in voting power of the issued and outstanding shares of Series A Preferred Stock as of the Record Date (including, for the avoidance of doubt, the Written Consent delivered by the Investors as described in Section 2.1) (the “Series A Requisite Consent”)this Agreement, the Company shall take commercially reasonable efforts to cause prepare the Amended Series A Certificate of Designations Effectiveness to occur Information Statement and shall file the same with the Commission as soon as reasonably practicable, including by preparing, filing with but in no event later than ten (10) Business Days after the Securities and Exchange Commission (Closing Date. The Information Statement shall constitute an information circular informing the “SEC”), and disseminating to holders stockholders of the Series A Preferred Stock, an information statement and notice Company of action by written consent receipt of the Shareholder Approval. Other than with respect to any information provided by or on behalf of any Investor, the adoption and approval Company will cause the Information Statement to comply as to form in all material respects with the applicable provisions of the Amended Series A Certificate of Designations (Securities Act and the “Information Statement”), in each case as Exchange Act and to the extent required by applicable Lawrules and regulations thereunder. The Company will provide the Investors (and their counsel) with a reasonable opportunity to review and comment on the Information Statement, and any amendment or supplement thereto, and will consider in good faith any comments provided by the Investors, and any responses to comments from the SEC or its staff or the provision of additional information in connection therewith, prior to filing or delivery of the same with or to the SEC. The Company will promptly respond to any SEC comments on the Information Statement and will shall use all commercially reasonable efforts to cause the Information Statement to be cleared by the SEC Commission as promptly as practicable after such filingits filing with the Commission. The Company will advise the Investors reasonably promptly after: (A) the time when the Information Statement has been filed; (B) in the event the Information Statement is not reviewed by the SEC, the expiration of the waiting period under Rule 14c-5 under the Exchange Act; (C) in the event the preliminary Information Statement is reviewed by the SEC, receipt of after it receives oral or written notification notice of the completion of the review any request by the SEC; (D) the filing of any supplement or Commission for amendment to the Information Statement; (E) any request Statement or comments thereon and responses thereto or requests by the SEC Commission for amendment additional information and will promptly provide each of the Information Statement; (F) Investors with copies of any comments written communication from the SEC relating Commission or any state securities commission. The Company shall use commercially reasonable efforts, after consultation with the Investors, to resolve all such requests or comments with respect to the Information Statement and responses thereto (and as promptly as practicable after receipt thereof. Each Investor shall provide cooperate with the Investors with a copy or, Company in the case preparation of oral communicationsthe Information Statement and such Investor shall, summary upon request, furnish the Company with such information concerning it and its Affiliates, if any, as the Company may reasonably determine is required in connection with the preparation of such comments); (G) requests by the SEC for additional information (and shall provide the Investors with a copy orInformation Statement. No filing of, in the case of oral communications, summary of such request) relating or amendment or supplement to the Information Statement; Statement will be made by the Company without consulting with the Investors and without providing each Investor the opportunity to review and comment thereon. The Company shall cause the Information Statement to be mailed (Hor otherwise electronically provided) to the stockholders of the Company as promptly as practicable (but in any event within three (3) Business Days) after it is permitted under the Exchange Act. The Company shall, promptly upon becoming aware of any information that would cause (i) any other of the statements in the Information Statement to be false or misleading with respect to any material communication relating fact or (ii) the Information Statement to omit to state any material fact necessary to make the statements therein not false or misleading, inform each Investor and, upon consultation with such Investor, take necessary steps to correct the Information Statement. Each Investor shall, whether written or oral, from promptly upon becoming aware of any information furnished by it pursuant to the SEC forth immediately preceding sentence that would cause (and shall provide x) any of the Investors with a copy or, statements in the case of oral communicationsInformation Statement to be false or misleading with respect to any material fact or (y) the Information Statement to omit to state any material fact necessary to make the statements therein not false or misleading, summary of such communication)inform the Company.