Common use of Preparation of Information Statement Clause in Contracts

Preparation of Information Statement. As promptly as reasonably practicable after the date of the Amendment, Purchaser Parent will prepare and file with the Securities and Exchange Commission a written information statement of the type contemplated by Rule 14c-2 of the Exchange Act containing the information specified in Schedule 14C of the Exchange Act with respect to the issuance of the common stock of Purchaser Parent issuable upon conversion of the Purchaser Parent Shares and the other transactions contemplated hereby (the “Information Statement”) in preliminary form. The Parties will cooperate with each other in the preparation of the Information Statement; without limiting the generality of the foregoing, Seller will furnish and cause its Affiliates to furnish to Purchaser Parent the information relating to the other Parties required by the Exchange Act to be set forth in the Information Statement (including, to the extent required in either a preliminary or definitive filing of the Information Statement, audited consolidated financial statements of Seller, including the notes thereto, consisting of a balance sheet as of December 31, 2019 and 2018 and the related consolidated statements of operations, changes in members’ equity and cash flows for each of the years in the three-year period ended December 31, 2019) and such other information concerning such Party as may be reasonably requested by Purchaser Parent in connection with the preparation, filing and distribution of the Information Statement, and such Parties and their counsel will be given the opportunity to review and comment on the Information Statement (or any amendment or supplement thereto) prior to the filing thereof with the Securities and Exchange Commission. The Parties will each use their commercially reasonable efforts, after consultation with the other Parties, to respond promptly to any comments made by the Securities and Exchange Commission with respect to the Information Statement, and Purchaser Parent (a) shall provide the other Parties a reasonable opportunity to review and comment on such response and (b) shall include in such response all comments reasonably proposed by the other Parties. Purchaser Parent will use its commercially reasonable efforts to cause the Information Statement to be transmitted to the holders of common stock of Purchaser Parent as promptly as practicable following the filing thereof in definitive form with the Securities and Exchange Commission. Purchaser Parent will advise the other Parties promptly after it receives notice of any request by the Securities and Exchange Commission for amendment of the Information Statement or comments thereon and responses thereto or requests by the Securities and Exchange Commission for additional information. If at any time prior to the date that is twenty (20) calendar days after the Information Statement is first mailed to holders of Purchaser Parent common stock, any information relating to the Parties, or any of their respective Affiliates, officers or directors, should be discovered by any Party that should be set forth in an amendment or supplement to the Information Statement, so that any of such documents would not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, the Party which discovers such information will promptly notify the other Parties and an appropriate amendment or supplement describing such information will be promptly filed with the Securities and Exchange Commission and, to the extent required by Law, disseminated to the holders of Purchaser Parent common stock. Purchaser Parent will not mail any Information Statement, or any amendment or supplement thereto, with respect to which any Party reasonably objects to disclosure therein specifically regarding such Party or any representative of such Party. For the avoidance of doubt, the covenants set forth in this Section 5.16 shall survive the Closing until fully performed.”

Preparation of Information Statement. As promptly as reasonably practicable after the date of the AmendmentExecution Date, Purchaser Parent will prepare and file with the Securities and Exchange Commission a written information statement of the type contemplated by Rule 14c-2 of the Exchange Act containing the information specified in Schedule 14C of the Exchange Act with respect to the issuance of the common stock of Purchaser Parent issuable upon conversion of the Purchaser Parent Shares and the other transactions contemplated hereby (the “Information Statement”) in preliminary form. The Parties will cooperate with each other in the preparation of the Information Statement; without limiting the generality of the foregoing, Seller will furnish and cause its Affiliates to furnish to Purchaser Parent the information relating to the other Parties required by the Exchange Act to be set forth in the Information Statement (including, to the extent required in either a preliminary or definitive filing of the Information Statement, audited consolidated financial statements of Seller, including the notes thereto, consisting of a balance sheet as of December 31, 2019 and 2018 and the related consolidated statements of operations, changes in members’ equity and cash flows for each of the years in the three-year period ended December 31, 2019) and such other information concerning such Party as may be reasonably requested by Purchaser Parent in connection with the preparation, filing and distribution of the Information Statement, and such Parties and their counsel will be given the opportunity to review and comment on the Information Statement (or any amendment or supplement thereto) prior to the filing thereof with the Securities and Exchange Commission. The Parties will each use their commercially reasonable efforts, after consultation with the other Parties, to respond promptly to any comments made by the Securities and Exchange Commission with respect to the Information Statement, and Purchaser Parent (a) shall provide the other Parties a reasonable opportunity to review and comment on such response and (b) shall include in such response all comments reasonably proposed by the other Parties. Purchaser Parent will use its commercially reasonable efforts to cause the Information Statement to be transmitted to the holders of common stock of Purchaser Parent as promptly as practicable following the filing thereof in definitive form with the Securities and Exchange Commission. Purchaser Parent will advise the other Parties promptly after it receives notice of any request by the Securities and Exchange Commission for amendment of the Information Statement or comments thereon and responses thereto or requests by the Securities and Exchange Commission for additional information. If at any time prior to the date that is twenty (20) calendar days after the Information Statement is first mailed to holders of Purchaser Parent common stock, any information relating to the Parties, or any of their respective Affiliates, officers or directors, should be discovered by any Party that should be set forth in an amendment or supplement to the Information Statement, so that any of such documents would not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, the Party which discovers such information will promptly notify the other Parties and an appropriate amendment or supplement describing such information will be promptly filed with the Securities and Exchange Commission and, to the extent required by Law, disseminated to the holders of Purchaser Parent common stock. Purchaser Parent will not mail any Information Statement, or any amendment or supplement thereto, with respect to which any Party reasonably objects to disclosure therein specifically regarding such Party or any representative of such Party. For the avoidance of doubt, the covenants set forth in this Section 5.16 shall survive the Closing until fully performed.”

Preparation of Information Statement. As promptly soon as reasonably practicable ------------------------------------ after the date execution of this Agreement, the Company shall prepare, with the cooperation of Parent, an information statement and form of proxy for the shareholders of the AmendmentCompany to approve the principal terms of this Agreement and the Merger (such information statement, Purchaser Parent will prepare and file together with any amendments thereof or supplements thereto, in each case in the Securities and Exchange Commission a written information statement of the type contemplated by Rule 14c-2 of the Exchange Act containing the information specified in Schedule 14C of the Exchange Act with respect form or forms mailed to the Company's shareholders, the "Information Statement"). The Information Statement shall also constitute a disclosure document for the offer and issuance of the common stock shares of Purchaser Parent issuable upon conversion Common Stock to be received by the holders of Company Capital Stock in the Merger. Parent and the Company shall each use its best efforts to cause the Information Statement to comply in all material respects with applicable federal and state securities laws requirements. Each of Parent and the Company agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the Purchaser Parent Shares and providing party or its counsel, may be required or appropriate for inclusion in the other transactions contemplated hereby (the “Information Statement”) , or in preliminary form. The Parties will any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with each other the other's counsel and auditors in the preparation of the Information Statement; without limiting the generality of the foregoing, Seller will furnish and cause its Affiliates to furnish to Purchaser Parent the information relating to the other Parties required by the Exchange Act to be set forth in the Information Statement (including, to the extent required in either a preliminary or definitive filing of the Information Statement, audited consolidated financial statements of Seller, including the notes thereto, consisting of a balance sheet as of December 31, 2019 and 2018 and the related consolidated statements of operations, changes in members’ equity and cash flows for each of the years in the three-year period ended December 31, 2019) and such other information concerning such Party as may be reasonably requested by Purchaser Parent in connection with the preparation, filing and distribution of the Information Statement, and such Parties and their counsel will be given the opportunity to review and comment on the Information Statement (or any amendment or supplement thereto) prior to the filing thereof with the Securities and Exchange Commission. The Parties Company will each use their commercially reasonable efforts, after consultation with the other Parties, to respond promptly to any comments made by the Securities advise Parent and Exchange Commission with respect to the Information Statement, and Purchaser Parent (a) shall provide the other Parties a reasonable opportunity to review and comment on such response and (b) shall include in such response all comments reasonably proposed by the other Parties. Purchaser Parent will use its commercially reasonable efforts to cause the Information Statement to be transmitted to the holders of common stock of Purchaser Parent as promptly as practicable following the filing thereof in definitive form with the Securities and Exchange Commission. Purchaser Parent will advise the other Parties promptly after it receives notice of any request by the Securities and Exchange Commission for amendment of the Information Statement or comments thereon and responses thereto or requests by the Securities and Exchange Commission for additional information. If Company, in writing if at any time prior to the date Effective Time either the Company or Parent shall obtain knowledge of any facts that is twenty (20) calendar days after might make it necessary or appropriate to amend or supplement the Information Statement is first mailed to holders of Purchaser Parent common stock, any information relating to the Parties, or any of their respective Affiliates, officers or directors, should be discovered by any Party that should be set forth in an amendment or supplement to the Information Statement, so that any of such documents would not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements thereincontained or incorporated by reference therein not misleading or to comply with applicable law. The Information Statement shall contain the unanimous recommendation of the Board of Directors of the Company that the Company shareholders approve the principal terms of this Agreement and the Merger and the conclusion of the Board of Directors that the terms and conditions of the Merger are fair and reasonable to the shareholders of the Company. Anything to the contrary contained herein notwithstanding, the Company shall not include in the light of the circumstances under which they are made, not misleading, the Party which discovers such Information Statement any information will promptly notify the other Parties and an appropriate amendment or supplement describing such information will be promptly filed with the Securities and Exchange Commission and, to the extent required by Law, disseminated to the holders of Purchaser Parent common stock. Purchaser Parent will not mail any Information Statement, or any amendment or supplement thereto, with respect to which any Party reasonably objects to disclosure therein specifically regarding such Party Parent or any representative of such Party. For the avoidance of doubtits affiliates or associates, the covenants set forth in this Section 5.16 form and content of which information shall survive the Closing until fully performednot have been approved by Parent prior to such inclusion, which consent shall not be unreasonably withheld.”

Preparation of Information Statement. As promptly soon as reasonably practicable after ------------------------------------ the execution of this Agreement, but in no event later than 7days from the date hereof, Parent and Company shall prepare an information statement (the "Information Statement") for the --------------------- Company Securityholders to approve this Agreement, the Certificate of Merger and the transactions contemplated hereby and thereby. Company shall use its reasonable commercial efforts, with the cooperation of Parent, to cause such Information Statement to be distributed to Company's stockholders as soon as practicable after the date execution of this Agreement. Each of Parent and Company agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the Amendmentproviding party or its counsel, Purchaser Parent will prepare may be required or appropriate for inclusion in the Information Statement, or in any amendments or supplements thereto, and file to cause its counsel and auditors to cooperate with the Securities other's counsel and Exchange Commission a written information statement of the type contemplated by Rule 14c-2 of the Exchange Act containing the information specified in Schedule 14C of the Exchange Act with respect to the issuance of the common stock of Purchaser Parent issuable upon conversion of the Purchaser Parent Shares and the other transactions contemplated hereby (the “Information Statement”) in preliminary form. The Parties will cooperate with each other auditors in the preparation of the Information Statement; without limiting the generality of the foregoing, Seller . Company will furnish and cause its Affiliates to furnish to Purchaser Parent the information relating to the other Parties required by the Exchange Act to be set forth in the Information Statement (including, to the extent required in either a preliminary or definitive filing of the Information Statement, audited consolidated financial statements of Seller, including the notes thereto, consisting of a balance sheet as of December 31, 2019 and 2018 and the related consolidated statements of operations, changes in members’ equity and cash flows for each of the years in the three-year period ended December 31, 2019) and such other information concerning such Party as may be reasonably requested by Purchaser Parent in connection with the preparation, filing and distribution of the Information Statementpromptly advise Parent, and such Parties and their counsel will be given the opportunity to review and comment on the Information Statement (or any amendment or supplement thereto) prior to the filing thereof with the Securities and Exchange Commission. The Parties will each use their commercially reasonable efforts, after consultation with the other Parties, to respond promptly to any comments made by the Securities and Exchange Commission with respect to the Information Statement, and Purchaser Parent (a) shall provide the other Parties a reasonable opportunity to review and comment on such response and (b) shall include in such response all comments reasonably proposed by the other Parties. Purchaser Parent will use its commercially reasonable efforts to cause the Information Statement to be transmitted to the holders of common stock of Purchaser Parent as promptly as practicable following the filing thereof advise Company, in definitive form with the Securities and Exchange Commission. Purchaser Parent will advise the other Parties promptly after it receives notice of any request by the Securities and Exchange Commission for amendment of the Information Statement or comments thereon and responses thereto or requests by the Securities and Exchange Commission for additional information. If writing if at any time prior to the date Effective Time either Company or Parent shall obtain knowledge of any facts that is twenty (20) calendar days after might make it necessary or appropriate to amend or supplement the Information Statement is first mailed to holders of Purchaser Parent common stock, any information relating to the Parties, or any of their respective Affiliates, officers or directors, should be discovered by any Party that should be set forth in an amendment or supplement to the Information Statement, so that any of such documents would not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements thereincontained or incorporated by reference therein not misleading or to comply with applicable law. The Information Statement shall, subject to Section 5.1, contain the recommendation of the Board of Directors of Company that the Company Securityholders approve the Merger and this Agreement and the conclusion of the Board of Directors of Company that the terms and conditions of the Merger are fair and reasonable to the stockholders of Company. Anything to the contrary contained herein notwithstanding, Company shall not include in the light of the circumstances under which they are made, not misleading, the Party which discovers such Information Statement any information will promptly notify the other Parties and an appropriate amendment or supplement describing such information will be promptly filed with the Securities and Exchange Commission and, to the extent required by Law, disseminated to the holders of Purchaser Parent common stock. Purchaser Parent will not mail any Information Statement, or any amendment or supplement thereto, with respect to which any Party reasonably objects to disclosure therein specifically regarding such Party Parent or any representative of such Party. For the avoidance of doubtits Affiliates or associates, the covenants set forth in this Section 5.16 form and content of which information shall survive the Closing until fully performednot have been approved by Parent prior to such inclusion, which approval shall not be unreasonably withheld.”

Preparation of Information Statement. As promptly soon as reasonably practicable after ------------------------------------ the date execution of this Agreement, the Company shall prepare, with the cooperation of Parent, an Information Statement for the shareholders of the AmendmentCompany to approve the principal terms of this Agreement, Purchaser Parent will prepare the Merger and file with the Securities transactions contemplated hereby. The Information Statement shall constitute a disclosure document for the offer and Exchange Commission a written information statement of the type contemplated by Rule 14c-2 of the Exchange Act containing the information specified in Schedule 14C of the Exchange Act with respect to the issuance of the common stock shares of Purchaser Parent issuable upon conversion Common Stock to be received by the holders of Company Capital Stock in the Merger. Parent and the Company shall each use its best efforts to cause the Information Statement to comply in all material respects with applicable federal and state securities laws requirements. Each of Parent and the Company agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the Purchaser Parent Shares and providing party or its counsel, may be required or appropriate for inclusion in the other transactions contemplated hereby (the “Information Statement”) , or in preliminary form. The Parties will any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with each other the other's counsel and auditors in the preparation of the Information Statement; without limiting the generality of the foregoing, Seller will furnish and cause its Affiliates to furnish to Purchaser Parent the information relating to the other Parties required by the Exchange Act to be set forth in the Information Statement (including, to the extent required in either a preliminary or definitive filing of the Information Statement, audited consolidated financial statements of Seller, including the notes thereto, consisting of a balance sheet as of December 31, 2019 and 2018 and the related consolidated statements of operations, changes in members’ equity and cash flows for each of the years in the three-year period ended December 31, 2019) and such other information concerning such Party as may be reasonably requested by Purchaser Parent in connection with the preparation, filing and distribution of the Information Statement, and such Parties and their counsel will be given the opportunity to review and comment on the Information Statement (or any amendment or supplement thereto) prior to the filing thereof with the Securities and Exchange Commission. The Parties Company will each use their commercially reasonable efforts, after consultation with the other Parties, to respond promptly to any comments made by the Securities advise Parent and Exchange Commission with respect to the Information Statement, and Purchaser Parent (a) shall provide the other Parties a reasonable opportunity to review and comment on such response and (b) shall include in such response all comments reasonably proposed by the other Parties. Purchaser Parent will use its commercially reasonable efforts to cause the Information Statement to be transmitted to the holders of common stock of Purchaser Parent as promptly as practicable following the filing thereof in definitive form with the Securities and Exchange Commission. Purchaser Parent will advise the other Parties promptly after it receives notice of any request by the Securities and Exchange Commission for amendment of the Information Statement or comments thereon and responses thereto or requests by the Securities and Exchange Commission for additional information. If Company, in writing if at any time prior to the date Effective Time either the Company or Parent shall obtain knowledge of any facts that is twenty (20) calendar days after might make it necessary or appropriate to amend or supplement the Information Statement is first mailed to holders of Purchaser Parent common stock, any information relating to the Parties, or any of their respective Affiliates, officers or directors, should be discovered by any Party that should be set forth in an amendment or supplement to the Information Statement, so that any of such documents would not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements thereincontained or incorporated by reference therein not misleading or to comply with applicable law. The Information Statement shall contain the unanimous recommendation of the Board of Directors of the Company that the Company shareholders approve the principal terms of this Agreement, the Merger and the other transactions contemplated hereby and the conclusion of the Board of Directors that the terms and conditions of the Merger are fair and reasonable to the shareholders of the Company. Anything to the contrary contained herein notwithstanding, the Company shall not include in the light of the circumstances under which they are made, not misleading, the Party which discovers such Information Statement any information will promptly notify the other Parties and an appropriate amendment or supplement describing such information will be promptly filed with the Securities and Exchange Commission and, to the extent required by Law, disseminated to the holders of Purchaser Parent common stock. Purchaser Parent will not mail any Information Statement, or any amendment or supplement thereto, with respect to which any Party reasonably objects to disclosure therein specifically regarding such Party Parent or any representative of such Party. For the avoidance of doubtits affiliates or associates, the covenants set forth in this Section 5.16 form and content of which information shall survive the Closing until fully performednot have been approved by Parent prior to such inclusion.”

Preparation of Information Statement. (a) As promptly as reasonably practicable after the date execution of this Agreement, Parent and Company shall jointly prepare a document or documents (together with all amendments thereto, the "Information Statement") that will constitute a disclosure document for the offering of the AmendmentParent Capital Stock to be issued to Company's stockholders pursuant to the Merger and the proxy statement relating to the special meeting of Company's stockholders (the "Company Stockholders' Meeting") and either the obtaining of a written consent of Parent's Stockholders or the special meeting of Parent's stockholders (the "Parent Stockholders' Meeting"), Purchaser as the case may be, to be obtained or held for the purpose of approving this Agreement, the Merger and the transactions contemplated hereby. Parent will prepare and file Company shall each use reasonable commercial efforts to cause the Information Statement to comply with applicable federal and state securities laws requirements and with the Securities and Exchange Commission a written information statement applicable provisions of the type contemplated by Rule 14c-2 DGCL. Parent or Company, as the case may be, shall furnish promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the Exchange Act containing providing party or its counsel, may be required or appropriate for inclusion in the information specified in Schedule 14C of the Exchange Act with respect to the issuance of the common stock of Purchaser Parent issuable upon conversion of the Purchaser Parent Shares and the other transactions contemplated hereby (the “Information Statement”) , or in preliminary form. The Parties will any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with each other the other's counsel and auditors in the preparation of the Information Statement; without limiting . As promptly as practicable after the generality of the foregoing, Seller will furnish and cause its Affiliates to furnish to Purchaser Parent the information relating to the other Parties required by the Exchange Act to be set forth in the Information Statement (including, to the extent required in either a preliminary or definitive filing preparation of the Information Statement, audited consolidated financial statements of Seller, including the notes thereto, consisting of a balance sheet as of December 31, 2019 and 2018 and the related consolidated statements of operations, changes in members’ equity and cash flows for each of the years in the three-year period ended December 31, 2019) and such other information concerning such Party as may be reasonably requested by Purchaser Parent in connection with the preparation, filing and distribution of the Information Statement, and such Parties and their counsel will be given the opportunity to review and comment on the Information Statement (or any amendment or supplement thereto) prior shall be mailed to the filing thereof with the Securities stockholders of Company and Exchange Commissionof Parent. The Parties will each use their commercially reasonable effortsInformation Statement shall include the approval of the Merger and recommendation of the Board of Directors of Company to Company's stockholders that they vote in favor of approval of this Agreement, after consultation with the other PartiesMerger and the transactions contemplated hereby, and the approval of the Merger and recommendation of the Board of Directors of Parent to respond promptly Parent's stockholders that they vote in favor of approval of this Agreement, the Merger and the transactions contemplated hereby. Anything to the contrary contained herein notwithstanding, the Information Statement shall not include any comments made by the Securities and Exchange Commission information with respect to any party or its affiliates or associates, the Information Statement, form and Purchaser Parent (a) content of which information shall provide the other Parties a reasonable opportunity to review and comment on not have been approved by such response and (b) shall include in such response all comments reasonably proposed by the other Parties. Purchaser Parent will use its commercially reasonable efforts to cause the Information Statement to be transmitted to the holders of common stock of Purchaser Parent as promptly as practicable following the filing thereof in definitive form with the Securities and Exchange Commission. Purchaser Parent will advise the other Parties promptly after it receives notice of any request by the Securities and Exchange Commission for amendment of the Information Statement or comments thereon and responses thereto or requests by the Securities and Exchange Commission for additional information. If at any time party prior to the date that is twenty (20) calendar days after the Information Statement is first mailed to holders of Purchaser Parent common stocksuch inclusion, any information relating to the Parties, or any of their respective Affiliates, officers or directors, should be discovered by any Party that should be set forth in an amendment or supplement to the Information Statement, so that any of such documents would not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, the Party which discovers such information will promptly notify the other Parties and an appropriate amendment or supplement describing such information will be promptly filed with the Securities and Exchange Commission and, to the extent unless required by Law, disseminated to the holders of Purchaser Parent common stock. Purchaser Parent will not mail any Information Statement, or any amendment or supplement thereto, with respect to which any Party reasonably objects to disclosure therein specifically regarding such Party or any representative of such Party. For the avoidance of doubt, the covenants set forth in this Section 5.16 shall survive the Closing until fully performedapplicable law.”

Preparation of Information Statement. As promptly soon as reasonably practicable after the date execution of this Agreement and within ten (10) business days after such date, the AmendmentCompany shall prepare, Purchaser Parent will prepare and file with the Securities and Exchange Commission a written cooperation of Parent, an information statement and form of written consent for the type contemplated by Rule 14c-2 of Company Shareholders to approve this Agreement and Merger I (such information statement, together with any amendments thereof or supplements thereto, in each case in the Exchange Act containing the information specified in Schedule 14C of the Exchange Act with respect form or forms mailed or delivered to the Shareholders, the "INFORMATION STATEMENT"). The Information Statement shall also constitute a disclosure document for the offer and issuance of the common stock shares of Purchaser Parent issuable upon conversion of Common Stock to be received by the Purchaser Company Shareholders in Merger I. Parent Shares and the other transactions contemplated hereby (the “Information Statement”) in preliminary form. The Parties will cooperate with Company shall each other in the preparation of the Information Statement; without limiting the generality of the foregoing, Seller will furnish and cause its Affiliates to furnish to Purchaser Parent the information relating to the other Parties required by the Exchange Act to be set forth in the Information Statement (including, to the extent required in either a preliminary or definitive filing of the Information Statement, audited consolidated financial statements of Seller, including the notes thereto, consisting of a balance sheet as of December 31, 2019 and 2018 and the related consolidated statements of operations, changes in members’ equity and cash flows for each of the years in the three-year period ended December 31, 2019) and such other information concerning such Party as may be reasonably requested by Purchaser Parent in connection with the preparation, filing and distribution of the Information Statement, and such Parties and their counsel will be given the opportunity to review and comment on the Information Statement (or any amendment or supplement thereto) prior to the filing thereof with the Securities and Exchange Commission. The Parties will each use their commercially reasonable efforts, after consultation with the other Parties, to respond promptly to any comments made by the Securities and Exchange Commission with respect to the Information Statement, and Purchaser Parent (a) shall provide the other Parties a reasonable opportunity to review and comment on such response and (b) shall include in such response all comments reasonably proposed by the other Parties. Purchaser Parent will use its commercially reasonable efforts to cause the Information Statement to be transmitted comply in all material respects with applicable federal and state securities laws requirements. Each of Parent and the Company agrees to provide promptly to the holders other such information concerning its business and financial statements and affairs as, in the reasonable judgment of common stock of Purchaser Parent as promptly as practicable following the filing thereof providing party or its counsel, may be required or appropriate for inclusion in definitive form the Information Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the Securities other's counsel and Exchange Commission. Purchaser Parent will advise auditors in the other Parties promptly after it receives notice of any request by the Securities and Exchange Commission for amendment preparation of the Information Statement or comments thereon Statement. The Company will promptly advise Parent and responses thereto or requests by Parent will promptly advise the Securities and Exchange Commission for additional information. If Company in writing if at any time prior to the date Effective Time of Merger I either the Company or Parent shall obtain Knowledge of any facts that is twenty (20) calendar days after might make it necessary or appropriate to amend or supplement the Information Statement is first mailed to holders of Purchaser Parent common stock, any information relating to the Parties, or any of their respective Affiliates, officers or directors, should be discovered by any Party that should be set forth in an amendment or supplement to the Information Statement, so that any of such documents would not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements thereincontained or incorporated by reference therein not misleading or for compliance with applicable law. The Information Statement shall contain the unanimous recommendation of the Company Board that the Shareholders approve this Agreement and Merger I and the conclusion of the Company Board that the terms and conditions of Merger I (assuming completion of Merger II immediately thereafter)is fair and reasonable to the Company Shareholders. Anything to the contrary contained herein notwithstanding, the Company shall not include in the light of the circumstances under which they are made, not misleading, the Party which discovers such Information Statement any information will promptly notify the other Parties and an appropriate amendment or supplement describing such information will be promptly filed with the Securities and Exchange Commission and, to the extent required by Law, disseminated to the holders of Purchaser Parent common stock. Purchaser Parent will not mail any Information Statement, or any amendment or supplement thereto, with respect to which any Party reasonably objects to disclosure therein specifically regarding such Party Parent or any representative of such Party. For the avoidance of doubtits affiliates or associates, the covenants set forth form and content of which information shall not have been approved in this Section 5.16 shall survive the Closing until fully performedwriting by Parent prior to such inclusion.”

Preparation of Information Statement. As promptly as reasonably practicable after the date of the Amendmentthis Agreement, Purchaser Parent will prepare and file with the Securities and Exchange Commission a written information statement of the type contemplated by Rule 14c-2 of the Exchange Act containing the information specified in Schedule 14C of the Exchange Act with respect to the issuance of the common stock of Purchaser Parent issuable upon conversion of the Purchaser Parent Shares and the other transactions contemplated hereby (the “Information Statement”) in preliminary form. The Parties will cooperate with each other in the preparation of the Information Statement; without limiting the generality of the foregoing, Seller will furnish and cause its Affiliates to furnish to Purchaser Parent the information relating to the other Parties required by the Exchange Act to be set forth in the Company shall prepare an Information Statement (including, the "INFORMATION STATEMENT") to the extent required in either a preliminary or definitive filing be distributed to stockholders of the Information Statement, audited consolidated financial statements of Seller, including the notes thereto, consisting of a balance sheet as of December 31, 2019 and 2018 and the related consolidated statements of operations, changes in members’ equity and cash flows for each of the years in the three-year period ended December 31, 2019) and such other information concerning such Party as may be reasonably requested by Purchaser Parent Company in connection with the preparationsolicitation of their consent to the adoption and approval of this Agreement, filing and distribution of the Information StatementMerger, and such Parties and their counsel will be given the opportunity to review and comment on transactions contemplated hereby. In addition, the Information Statement (or any amendment or supplement thereto) prior to the filing thereof may be filed with the Securities and Exchange Commission. The Parties will each use their commercially reasonable efforts, after consultation Commissioner (as defined below) in connection with the other Parties3(a)(10) Permit or, to respond promptly to any comments made by alternatively, with the Securities SEC as part of the S-4 Registration Statement (as defined below). Parent and Exchange Commission with respect to the Information Statement, and Purchaser Parent (a) Company shall provide the other Parties a reasonable opportunity to review and comment on such response and (b) shall include in such response all comments reasonably proposed by the other Parties. Purchaser Parent will each use its commercially reasonable best efforts to cause the Information Statement to be transmitted comply with the applicable requirements of federal and state securities law (including, without limitation, all applicable requirements under the Securities Act and the rules and regulations promulgated by the SEC thereunder in the event Parent elects to file the S-4 Registration Statement). Each of Parent and the Company agrees to provide promptly to the holders other such information concerning its business and financial statements and affairs as, in the reasonable judgment of common stock of Purchaser Parent the providing party or its counsel, may be required or appropriate for inclusion in the Information Statement or the S-4 Registration Statement, as promptly as practicable following the filing thereof case may require, or in definitive form any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the Securities other's counsel and Exchange Commission. Purchaser Parent will advise auditors in the other Parties promptly after it receives notice of any request by the Securities and Exchange Commission for amendment preparation of the Information Statement or comments thereon the S-4 Registration Statement, as the case may require. The Company will promptly advise Parent, and responses thereto or requests by Parent will promptly advise the Securities and Exchange Commission for additional information. If Company, in writing if at any time prior to the date Effective Time either the Company or Parent shall obtain knowledge of any facts that is twenty (20) calendar days after might make it necessary or appropriate to amend or supplement the Information Statement is first mailed to holders of Purchaser Parent common stock, any information relating to or the Parties, or any of their respective Affiliates, officers or directors, should be discovered by any Party that should be set forth in an amendment or supplement to the Information S-4 Registration Statement, so that any of such documents would not include any untrue statement of a material fact or omit to state any material fact necessary as the case may require, in order to make the statements thereincontained or incorporated by reference therein not misleading or to comply with applicable law. The Information Statement or the S-4 Registration Statement, in as the light case may require, shall contain (i) the unanimous recommendation of the circumstances under which they are made, not misleadingBoard of Directors of the Company that the Company's stockholders adopt and approve this Agreement, the Party which discovers such information will promptly notify Merger, and the other Parties transactions contemplated hereby and an appropriate amendment or supplement describing such information will be promptly filed with (ii) the Securities and Exchange Commission andwritten opinion of Deutsche Banc Alex. Xxxxx, Inc., dated as of the date of this Agreement, to the extent required by Laweffect that, disseminated as of such date, the Merger Consideration was fair to the holders stockholders of Purchaser Parent common stockthe Company from a financial point of view. Purchaser Parent will Notwithstanding any other provision of this Agreement, the Company shall not mail include in the Information Statement any Information Statement, or any amendment or supplement thereto, information with respect to which any Party reasonably objects to disclosure therein specifically regarding such Party Parent or any representative of such Party. For the avoidance of doubtits affiliates or associates, the covenants set forth in this Section 5.16 form and content of which information shall survive the Closing until fully performednot have been approved by Parent prior to such inclusion.”

Preparation of Information Statement. As promptly soon as reasonably practicable after the date execution of this Agreement, the AmendmentCompany shall prepare, Purchaser Parent will prepare and file with the Securities cooperation of Parent, an Information Statement for the Shareholders to approve this Agreement, the Agreement of Merger and Exchange Commission the transactions contemplated hereby and thereby. The Information Statement shall constitute a written information statement of disclosure document for the type contemplated by Rule 14c-2 of the Exchange Act containing the information specified in Schedule 14C of the Exchange Act with respect to the offer and issuance of the common stock shares of Purchaser Parent issuable upon conversion Common Stock and cash to be received by the holders of Company Capital Stock in the Purchaser Merger. Parent Shares and the other transactions contemplated hereby (the “Information Statement”) in preliminary form. The Parties will cooperate with each other in the preparation of the Information Statement; without limiting the generality of the foregoing, Seller will furnish and cause its Affiliates to furnish to Purchaser Parent the information relating to the other Parties required by the Exchange Act to be set forth in the Information Statement (including, to the extent required in either a preliminary or definitive filing of the Information Statement, audited consolidated financial statements of Seller, including the notes thereto, consisting of a balance sheet as of December 31, 2019 and 2018 and the related consolidated statements of operations, changes in members’ equity and cash flows for each of the years in the three-year period ended December 31, 2019) and such other information concerning such Party as may be reasonably requested by Purchaser Parent in connection with the preparation, filing and distribution of the Information Statement, and such Parties and their counsel will be given the opportunity to review and comment on the Information Statement (or any amendment or supplement thereto) prior to the filing thereof with the Securities and Exchange Commission. The Parties will Company shall each use their commercially reasonable efforts, after consultation with the other Parties, to respond promptly to any comments made by the Securities and Exchange Commission with respect to the Information Statement, and Purchaser Parent (a) shall provide the other Parties a reasonable opportunity to review and comment on such response and (b) shall include in such response all comments reasonably proposed by the other Parties. Purchaser Parent will use its commercially reasonable efforts to cause the Information Statement to be transmitted comply with applicable federal and state securities laws requirements. Each of Parent and the Company agrees to provide promptly to the holders other such information concerning its business and financial statements and affairs as, in the reasonable judgment of common stock of Purchaser Parent as promptly as practicable following the filing thereof providing party or its counsel, may be required or appropriate for inclusion in definitive form the Information Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the Securities other's counsel and Exchange Commission. Purchaser Parent will advise auditors in the other Parties promptly after it receives notice of any request by the Securities and Exchange Commission for amendment preparation of the Information Statement or comments thereon Statement. The Company will promptly advise Parent, and responses thereto or requests by Parent will promptly advise the Securities and Exchange Commission for additional information. If Company, in writing if at any time prior to the date Effective Time either the Company or Parent shall obtain knowledge of any facts that is twenty (20) calendar days after might make it necessary or appropriate to amend or supplement the Information Statement is first mailed to holders of Purchaser Parent common stock, any information relating to the Parties, or any of their respective Affiliates, officers or directors, should be discovered by any Party that should be set forth in an amendment or supplement to the Information Statement, so that any of such documents would not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements thereincontained or incorporated by reference therein not misleading or to comply with applicable law. The Information Statement shall contain the recommendation of the Board of Directors of the Company that the Shareholders approve the Merger and this Agreement and the conclusion of the Board of Directors that the terms and conditions of the Merger are fair and reasonable to the Shareholders. Anything to the contrary contained herein notwithstanding, the Company shall not include in the light of the circumstances under which they are made, not misleading, the Party which discovers such Information Statement any information will promptly notify the other Parties and an appropriate amendment or supplement describing such information will be promptly filed with the Securities and Exchange Commission and, to the extent required by Law, disseminated to the holders of Purchaser Parent common stock. Purchaser Parent will not mail any Information Statement, or any amendment or supplement thereto, with respect to which any Party reasonably objects to disclosure therein specifically regarding such Party Parent or any representative of such Party. For the avoidance of doubtits affiliates or associates, the covenants set forth in this Section 5.16 form and content of which information shall survive the Closing until fully performednot have been approved by Parent prior to such inclusion.”

Preparation of Information Statement. As promptly soon as reasonably practicable after the date ------------------------------------ execution of this Agreement, the AmendmentCompany shall prepare, Purchaser Parent will prepare and file with the Securities cooperation of Parent, an Information Statement for the Shareholders of Company to approve this Agreement, the Agreement of Merger and Exchange Commission the transactions contemplated hereby and thereby. The Information Statement shall constitute a written information statement of disclosure document for the type contemplated by Rule 14c-2 of the Exchange Act containing the information specified in Schedule 14C of the Exchange Act with respect to the offer and issuance of the common stock Merger Shares to be received by the holders of Purchaser Company Common Stock in the Merger. Parent issuable upon conversion and Company shall each use reasonable commercial efforts to cause the Information Statement to comply with applicable federal and state securities laws requirements. Each of Parent and Company agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the Purchaser Parent Shares and providing party or its counsel, may be required or appropriate for inclusion in the other transactions contemplated hereby (the “Information Statement”) , or in preliminary form. The Parties will any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with each other the other's counsel and auditors in the preparation of the Information Statement; without limiting the generality of the foregoing, Seller . Company will furnish and cause its Affiliates to furnish to Purchaser Parent the information relating to the other Parties required by the Exchange Act to be set forth in the Information Statement (including, to the extent required in either a preliminary or definitive filing of the Information Statement, audited consolidated financial statements of Seller, including the notes thereto, consisting of a balance sheet as of December 31, 2019 and 2018 and the related consolidated statements of operations, changes in members’ equity and cash flows for each of the years in the three-year period ended December 31, 2019) and such other information concerning such Party as may be reasonably requested by Purchaser Parent in connection with the preparation, filing and distribution of the Information Statementpromptly advise Parent, and such Parties and their counsel will be given the opportunity to review and comment on the Information Statement (or any amendment or supplement thereto) prior to the filing thereof with the Securities and Exchange Commission. The Parties will each use their commercially reasonable efforts, after consultation with the other Parties, to respond promptly to any comments made by the Securities and Exchange Commission with respect to the Information Statement, and Purchaser Parent (a) shall provide the other Parties a reasonable opportunity to review and comment on such response and (b) shall include in such response all comments reasonably proposed by the other Parties. Purchaser Parent will use its commercially reasonable efforts to cause the Information Statement to be transmitted to the holders of common stock of Purchaser Parent as promptly as practicable following the filing thereof advise Company, in definitive form with the Securities and Exchange Commission. Purchaser Parent will advise the other Parties promptly after it receives notice of any request by the Securities and Exchange Commission for amendment of the Information Statement or comments thereon and responses thereto or requests by the Securities and Exchange Commission for additional information. If writing if at any time prior to the date Effective Time either Company or Parent shall obtain knowledge of any facts that is twenty (20) calendar days after might make it necessary or appropriate to amend or supplement the Information Statement is first mailed to holders of Purchaser Parent common stock, any information relating to the Parties, or any of their respective Affiliates, officers or directors, should be discovered by any Party that should be set forth in an amendment or supplement to the Information Statement, so that any of such documents would not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements thereincontained or incorporated by reference therein not misleading or to comply with applicable law. The Information Statement shall contain the recommendation of the Board of Directors of Company that the Company Shareholders approve the Merger and this Agreement and the conclusion of the Board of Directors that the terms and conditions of the Merger are fair and reasonable to the Shareholders of Company. Anything to the contrary contained herein notwithstanding, Company shall not include in the light of the circumstances under which they are made, not misleading, the Party which discovers such Information Statement any information will promptly notify the other Parties and an appropriate amendment or supplement describing such information will be promptly filed with the Securities and Exchange Commission and, to the extent required by Law, disseminated to the holders of Purchaser Parent common stock. Purchaser Parent will not mail any Information Statement, or any amendment or supplement thereto, with respect to which any Party reasonably objects to disclosure therein specifically regarding such Party Parent or any representative of such Party. For the avoidance of doubtits affiliates or associates, the covenants set forth in this Section 5.16 form and content of which information shall survive the Closing until fully performednot have been approved by Parent prior to such inclusion.”

Preparation of Information Statement. As promptly soon as reasonably practicable ------------------------------------ after the date execution of the Amendmentthis Agreement, Purchaser Parent will prepare and file Target shall prepare, with the Securities cooperation of Acquiror, an Information Statement for the shareholders of Target to approve this Agreement, the Agreement of Merger and Exchange Commission the transactions contemplated hereby and thereby. The Information Statement shall constitute a written information statement of disclosure document for the type contemplated by Rule 14c-2 of the Exchange Act containing the information specified in Schedule 14C of the Exchange Act with respect to the offer and issuance of the common stock shares of Purchaser Parent issuable upon conversion Acquiror Common Stock to be received by the holders of Target Capital Stock in the Merger. Acquiror and Target shall each use its best efforts to cause the Information Statement to comply with applicable federal and state securities laws requirements. Each of Acquiror and Target agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the Purchaser Parent Shares and providing party or its counsel, may be required or appropriate for inclusion in the other transactions contemplated hereby (the “Information Statement”) , or in preliminary form. The Parties will any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with each other the other's counsel and auditors in the preparation of the Information Statement; without limiting the generality of the foregoing, Seller . Target will furnish and cause its Affiliates to furnish to Purchaser Parent the information relating to the other Parties required by the Exchange Act to be set forth in the Information Statement (including, to the extent required in either a preliminary or definitive filing of the Information Statement, audited consolidated financial statements of Seller, including the notes thereto, consisting of a balance sheet as of December 31, 2019 and 2018 and the related consolidated statements of operations, changes in members’ equity and cash flows for each of the years in the three-year period ended December 31, 2019) and such other information concerning such Party as may be reasonably requested by Purchaser Parent in connection with the preparation, filing and distribution of the Information Statementpromptly advise Acquiror, and such Parties and their counsel Acquiror will be given the opportunity to review and comment on the Information Statement (or any amendment or supplement thereto) prior to the filing thereof with the Securities and Exchange Commission. The Parties will each use their commercially reasonable effortspromptly advise Target, after consultation with the other Parties, to respond promptly to any comments made by the Securities and Exchange Commission with respect to the Information Statement, and Purchaser Parent (a) shall provide the other Parties a reasonable opportunity to review and comment on such response and (b) shall include in such response all comments reasonably proposed by the other Parties. Purchaser Parent will use its commercially reasonable efforts to cause the Information Statement to be transmitted to the holders of common stock of Purchaser Parent as promptly as practicable following the filing thereof in definitive form with the Securities and Exchange Commission. Purchaser Parent will advise the other Parties promptly after it receives notice of any request by the Securities and Exchange Commission for amendment of the Information Statement or comments thereon and responses thereto or requests by the Securities and Exchange Commission for additional information. If writing if at any time prior to the date Effective Time either Target or Acquiror shall obtain knowledge of any facts that is twenty (20) calendar days after might make it necessary or appropriate to amend or supplement the Information Statement is first mailed to holders of Purchaser Parent common stock, any information relating to the Parties, or any of their respective Affiliates, officers or directors, should be discovered by any Party that should be set forth in an amendment or supplement to the Information Statement, so that any of such documents would not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements thereincontained or incorporated by reference therein not misleading or to comply with applicable law. Subject to the provisions of Section 5.1, the Information Statement shall contain the recommendation of the Board of Directors of Target that the Target shareholders approve the Merger and this Agreement and the conclusion of the Board of Directors that the terms and conditions of the Merger are fair and reasonable to the shareholders of Target. Anything to the contrary contained herein notwithstanding, Target shall not include in the light of the circumstances under which they are made, not misleading, the Party which discovers such Information Statement any information will promptly notify the other Parties and an appropriate amendment or supplement describing such information will be promptly filed with the Securities and Exchange Commission and, to the extent required by Law, disseminated to the holders of Purchaser Parent common stock. Purchaser Parent will not mail any Information Statement, or any amendment or supplement thereto, with respect to which any Party reasonably objects to disclosure therein specifically regarding such Party Acquiror or any representative of such Party. For the avoidance of doubtits affiliates or associates, the covenants set forth in this Section 5.16 form and content of which information shall survive the Closing until fully performednot have been approved by Acquiror prior to such inclusion.”

Preparation of Information Statement. As promptly soon as reasonably practicable after the date execution of the Amendmentthis Agreement, Purchaser Parent will prepare and file Acquiror shall prepare, with the Securities cooperation of Target, an Information Statement for the shareholders of Target to approve this Agreement, the Certificate of Merger and Exchange Commission the transactions contemplated hereby and thereby. The Information Statement shall constitute a written information statement of disclosure document for the type contemplated by Rule 14c-2 of the Exchange Act containing the information specified in Schedule 14C of the Exchange Act with respect to the offer and issuance of the common stock shares of Purchaser Parent issuable upon conversion Acquiror Common Stock to be received by the holders of Target Capital Stock in the Merger. Acquiror and Target shall each use its reasonable commercial efforts to cause the Information Statement to comply with applicable federal and state securities laws requirements. Each of the Purchaser Parent Shares and Parties agrees to provide promptly to the other transactions contemplated hereby (Parties such information concerning its respective business and financial statements and affairs as, in the “reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Information Statement”) , or in preliminary form. The Parties will any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with each other the other's counsel and auditors in the preparation of the Information Statement; without limiting the generality of the foregoing, Seller . Target will furnish promptly advise Acquiror and cause its Affiliates to furnish to Purchaser Parent the information relating to the other Parties required by the Exchange Act to be set forth in the Information Statement (including, to the extent required in either a preliminary or definitive filing of the Information Statement, audited consolidated financial statements of Seller, including the notes thereto, consisting of a balance sheet as of December 31, 2019 and 2018 and the related consolidated statements of operations, changes in members’ equity and cash flows for each of the years in the three-year period ended December 31, 2019) and such other information concerning such Party as may be reasonably requested by Purchaser Parent in connection with the preparation, filing and distribution of the Information StatementAcquisition Sub, and such Parties Acquiror and their counsel Acquisition Sub will be given the opportunity to review and comment on the Information Statement (or any amendment or supplement thereto) prior to the filing thereof with the Securities and Exchange Commission. The Parties will each use their commercially reasonable effortspromptly advise Target, after consultation with the other Parties, to respond promptly to any comments made by the Securities and Exchange Commission with respect to the Information Statement, and Purchaser Parent (a) shall provide the other Parties a reasonable opportunity to review and comment on such response and (b) shall include in such response all comments reasonably proposed by the other Parties. Purchaser Parent will use its commercially reasonable efforts to cause the Information Statement to be transmitted to the holders of common stock of Purchaser Parent as promptly as practicable following the filing thereof in definitive form with the Securities and Exchange Commission. Purchaser Parent will advise the other Parties promptly after it receives notice of any request by the Securities and Exchange Commission for amendment of the Information Statement or comments thereon and responses thereto or requests by the Securities and Exchange Commission for additional information. If writing if at any time prior to the date Effective Time either Target, Acquiror or Acquisition Sub shall obtain knowledge of any facts that is twenty (20) calendar days after might make it necessary or appropriate to amend or supplement the Information Statement is first mailed to holders of Purchaser Parent common stock, any information relating to the Parties, or any of their respective Affiliates, officers or directors, should be discovered by any Party that should be set forth in an amendment or supplement to the Information Statement, so that any of such documents would not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements thereincontained or incorporated by reference therein not misleading or to comply with applicable law. The Information Statement shall contain the recommendation of the Board of Directors of Target that the Target shareholders approve the Merger and this Agreement and the conclusion of the Board of Directors that the terms and conditions of the Merger are fair and reasonable to the shareholders of Target. Anything to the contrary contained herein notwithstanding, Target shall not include in the light of the circumstances under which they are made, not misleading, the Party which discovers such Information Statement any information will promptly notify the other Parties and an appropriate amendment or supplement describing such information will be promptly filed with the Securities and Exchange Commission and, to the extent required by Law, disseminated to the holders of Purchaser Parent common stock. Purchaser Parent will not mail any Information Statement, or any amendment or supplement thereto, with respect to which any Party reasonably objects to disclosure therein specifically regarding such Party Acquiror, Acquisition Sub or any representative of such Party. For the avoidance of doubttheir affiliates or associates, the covenants set forth in this Section 5.16 form and content of which information shall survive the Closing until fully performednot have been approved by Acquiror prior to such inclusion.”

Preparation of Information Statement. As promptly as reasonably practicable Promptly after the date execution of this Agreement, the Amendment, Purchaser Parent will Company shall prepare and file with the Securities and Exchange Commission a written information statement of the type contemplated by Rule 14c-2 of the Exchange Act containing the information specified in Schedule 14C of the Exchange Act with respect to the issuance of the common stock of Purchaser Parent issuable upon conversion of the Purchaser Parent Shares and the other transactions contemplated hereby (the “Information Statement”) in preliminary form. The Parties will cooperate with each other in the preparation of the Information Statement; without limiting . The Information Statement shall constitute an information circular informing the generality stockholders of the foregoing, Seller will furnish and cause its Affiliates to furnish to Purchaser Parent the information relating to the other Parties required by the Exchange Act to be set forth in the Information Statement (including, to the extent required in either a preliminary or definitive filing Company of the Information Statement, audited consolidated financial statements of Seller, including the notes thereto, consisting of a balance sheet as of December 31, 2019 and 2018 and the related consolidated statements of operations, changes in members’ equity and cash flows for each of the years in the three-year period ended December 31, 2019) and such other information concerning such Party as may be reasonably requested by Purchaser Parent in connection with the preparation, filing and distribution of the Information Statement, and such Parties and their counsel will be given the opportunity to review and comment on the Information Statement (or any amendment or supplement thereto) prior to the filing thereof with the Securities and Exchange Commission. The Parties will each use their commercially reasonable efforts, after consultation with the other Parties, to respond promptly to any comments made by the Securities and Exchange Commission with respect to the Information Statement, and Purchaser Parent (a) shall provide the other Parties a reasonable opportunity to review approval of this Agreement, the Ancillary Agreements and comment on such response the Transaction by the Board of Directors and (b) shall include in such response all comments reasonably proposed by receipt of the other PartiesCompany Stockholder Approval. Purchaser Parent The Company will use its commercially reasonable best efforts to cause the Information Statement to comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. The Company shall use its reasonable best efforts to cause the Information Statement to be transmitted to cleared by the holders of common stock of Purchaser Parent SEC as promptly as practicable following the after its filing thereof in definitive form with the Securities and Exchange CommissionSEC. Purchaser Parent The Company will advise the other Harbinger Parties promptly after it receives oral or written notice of any request by the Securities and Exchange Commission SEC for amendment of the Information Statement or comments thereon and responses thereto or requests by the Securities and Exchange Commission SEC for additional informationinformation and will promptly provide each of the Harbinger Parties with copies of any written communication from the SEC or any state securities commission. If at any time prior The Company shall use its reasonable best efforts, after consultation with each of the Harbinger Parties, to the date that is twenty (20) calendar days after resolve all such requests or comments with respect to the Information Statement is first mailed to holders as promptly as reasonably practicable after receipt thereof. Each Harbinger Party shall fully cooperate with the Company in the preparation of Purchaser Parent common stockthe Information Statement and such Harbinger Party shall, any upon request, furnish the Company with all information relating concerning it and its Affiliates as the Company may deem reasonably necessary or advisable in connection with the preparation of the Information Statement; provided, that in the event SBH does not provide such information to the Harbinger Parties or instructs the Harbinger Parties that information SBH has provided to the Harbinger Parties may not be disclosed in the Information Statement, (a) to the extent known to the Harbinger Parties, the Harbinger Parties shall inform the Company that such information is not being made available for inclusion in the Information Statement and (b) the failure to provide such information of SBH shall not constitute a breach of this Section 4.3 by the Harbinger Parties. No filing of, or any of their respective Affiliates, officers or directors, should be discovered by any Party that should be set forth in an amendment or supplement to the Information StatementStatement will be made by the Company without the prior consent of the Harbinger Parties (which shall not be unreasonably withheld, so conditioned or delayed) and without providing each Harbinger Party the opportunity to review and comment thereon. The Company shall use its reasonable best efforts to cause the Information Statement to be mailed (or otherwise electronically provided) to the Company stockholders as soon as permitted under the Exchange Act. The Company shall use its reasonable best efforts to take all actions required under any applicable federal or state securities or “blue sky” Laws in connection with the issuance of shares of Company Common Stock in the Transaction and the Company will pay all filing fees incident thereto. The Company shall, promptly upon becoming aware of any information that would cause (i) any of such documents would not include the statements in the Information Statement to be false or misleading with respect to any untrue statement of a material fact or (ii) the Information Statement to omit to state any material fact necessary in order to make the statements thereintherein not false or misleading, inform each Harbinger Party and, upon consultation with such Harbinger Party, take necessary steps to correct the Information Statement. Each Harbinger Party shall, promptly upon becoming aware of any information furnished by it that would cause (i) any of the statements in the light of the circumstances under which they are made, not misleading, the Party which discovers such information will promptly notify the other Parties and an appropriate amendment Information Statement to be false or supplement describing such information will be promptly filed with the Securities and Exchange Commission and, to the extent required by Law, disseminated to the holders of Purchaser Parent common stock. Purchaser Parent will not mail any Information Statement, or any amendment or supplement thereto, misleading with respect to which any Party reasonably objects material fact or (ii) the Information Statement to disclosure omit to state any material fact necessary to make the statements therein specifically regarding such Party not false or any representative of such Party. For misleading, inform the avoidance of doubt, the covenants set forth in this Section 5.16 shall survive the Closing until fully performedCompany.”

Preparation of Information Statement. As promptly as reasonably practicable after the date of the AmendmentExecution Date, Purchaser Parent will prepare and file with the Securities and Exchange Commission a written information statement of the type contemplated by Rule 14c-2 of the Exchange Act containing the information specified in Schedule 14C of the Exchange Act with respect to the issuance of the common stock of Purchaser Parent issuable upon conversion of the Purchaser Parent Shares and the other transactions contemplated hereby (the “Information Statement”) in preliminary form. The Parties will cooperate with each other in the preparation of the Information Statement; without limiting the generality of the foregoing, Seller will furnish and cause its Affiliates and Castex to furnish to Purchaser Parent the information relating to the other Parties required by the Exchange Act to be set forth in the Information Statement (including, to the extent required in either a preliminary or definitive filing of the Information Statement, audited consolidated financial statements of Seller, including the notes thereto, consisting of a balance sheet as of December 31, 2019 and 2018 and the related consolidated statements of operations, changes in members’ equity and cash flows for each of the years in the three-year period ended December 31, 2019) and such other information concerning such Party as may be reasonably requested by Purchaser Parent in connection with the preparation, filing and distribution of the Information Statement, and such Parties and their counsel will be given the opportunity to review and comment on the Information Statement (or any amendment or supplement thereto) prior to the filing thereof with the Securities and Exchange Commission. The Parties will each use their commercially reasonable efforts, after consultation with the other Parties, to respond promptly to any comments made by the Securities and Exchange Commission with respect to the Information Statement, and Purchaser Parent (a) shall provide the other Parties a reasonable opportunity to review and comment on such response and (b) shall include in such response all comments reasonably proposed by the other Parties. Purchaser Parent will use its commercially reasonable efforts to cause the Information Statement to be transmitted to the holders of common stock of Purchaser Parent as promptly as practicable following the filing thereof in definitive form with the Securities and Exchange Commission. Purchaser Parent will advise the other Parties promptly after it receives notice of any request by the Securities and Exchange Commission for amendment of the Information Statement or comments thereon and responses thereto or requests by the Securities and Exchange Commission for additional information. If at any time prior to the date that is twenty (20) calendar days after the Information Statement is first mailed to holders of Purchaser Parent common stock, any information relating to the Parties, or any of their respective Affiliates, officers or directors, should be discovered by any Party that should be set forth in an amendment or supplement to the Information Statement, so that any of such documents would not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, the Party which discovers such information will promptly notify the other Parties and an appropriate amendment or supplement describing such information will be promptly filed with the Securities and Exchange Commission and, to the extent required by Law, disseminated to the holders of Purchaser Parent common stock. Purchaser Parent will not mail any Information Statement, or any amendment or supplement thereto, with respect to which any Party reasonably objects to disclosure therein specifically regarding such Party or any representative of such Party. For the avoidance of doubt, the covenants set forth in this Section 5.16 shall survive the Closing until fully performed.”

Preparation of Information Statement. As promptly soon as reasonably practicable after the date execution of this Agreement, the Company shall prepare, with the cooperation of Parent, an information statement and form of proxy for the shareholders of the AmendmentCompany to approve the principal terms of this Agreement and the Merger (such information statement, Purchaser Parent will prepare and file together with any amendments thereof or supplements thereto, in each case in the Securities and Exchange Commission a written information statement of the type contemplated by Rule 14c-2 of the Exchange Act containing the information specified in Schedule 14C of the Exchange Act with respect form or forms mailed to the issuance of the common stock of Purchaser Parent issuable upon conversion of the Purchaser Parent Shares and the other transactions contemplated hereby (Company’s shareholders, the “Information Statement”) in preliminary form). The Parties will Information Statement shall also constitute a disclosure document for the offer and issuance of the shares of Parent Common Stock to be received by the holders of Company Capital Stock in the Merger. Parent and the Company shall each use its best efforts to cause the Information Statement to comply in all material respects with applicable federal and state securities laws requirements. Each of Parent and the Company agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Information Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with each other the other’s counsel and auditors in the preparation of the Information Statement; without limiting the generality of the foregoing, Seller will furnish and cause its Affiliates to furnish to Purchaser Parent the information relating to the other Parties required by the Exchange Act to be set forth in the Information Statement (including, to the extent required in either a preliminary or definitive filing of the Information Statement, audited consolidated financial statements of Seller, including the notes thereto, consisting of a balance sheet as of December 31, 2019 and 2018 and the related consolidated statements of operations, changes in members’ equity and cash flows for each of the years in the three-year period ended December 31, 2019) and such other information concerning such Party as may be reasonably requested by Purchaser Parent in connection with the preparation, filing and distribution of the Information Statement, and such Parties and their counsel will be given the opportunity to review and comment on the Information Statement (or any amendment or supplement thereto) prior to the filing thereof with the Securities and Exchange Commission. The Parties Company will each use their commercially reasonable efforts, after consultation with the other Parties, to respond promptly to any comments made by the Securities advise Parent and Exchange Commission with respect to the Information Statement, and Purchaser Parent (a) shall provide the other Parties a reasonable opportunity to review and comment on such response and (b) shall include in such response all comments reasonably proposed by the other Parties. Purchaser Parent will use its commercially reasonable efforts to cause the Information Statement to be transmitted to the holders of common stock of Purchaser Parent as promptly as practicable following the filing thereof in definitive form with the Securities and Exchange Commission. Purchaser Parent will advise the other Parties promptly after it receives notice of any request by the Securities and Exchange Commission for amendment of the Information Statement or comments thereon and responses thereto or requests by the Securities and Exchange Commission for additional information. If Company, in writing if at any time prior to the date Effective Time either the Company or Parent shall obtain knowledge of any facts that is twenty (20) calendar days after might make it necessary or appropriate to amend or supplement the Information Statement is first mailed to holders of Purchaser Parent common stock, any information relating to the Parties, or any of their respective Affiliates, officers or directors, should be discovered by any Party that should be set forth in an amendment or supplement to the Information Statement, so that any of such documents would not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements thereincontained or incorporated by reference therein not misleading or to comply with applicable law. The Information Statement shall contain the unanimous recommendation of the Board of Directors of the Company that the Company shareholders approve the principal terms of this Agreement and the Merger and the conclusion of the Board of Directors that the terms and conditions of the Merger are fair and reasonable to the shareholders of the Company. Anything to the contrary contained herein notwithstanding, the Company shall not include in the light of the circumstances under which they are made, not misleading, the Party which discovers such Information Statement any information will promptly notify the other Parties and an appropriate amendment or supplement describing such information will be promptly filed with the Securities and Exchange Commission and, to the extent required by Law, disseminated to the holders of Purchaser Parent common stock. Purchaser Parent will not mail any Information Statement, or any amendment or supplement thereto, with respect to which any Party reasonably objects to disclosure therein specifically regarding such Party Parent or any representative of such Party. For the avoidance of doubtits affiliates or associates, the covenants set forth in this Section 5.16 form and content of which information shall survive the Closing until fully performednot have been approved by Parent prior to such inclusion, which consent shall not be unreasonably withheld.”