Common use of Preparation of Proxy Statement Clause in Contracts

Preparation of Proxy Statement. Except to the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10, the following provisions of this Section 8.9 shall apply: As promptly as reasonably practicable following the date hereof, Parent shall prepare and file with the SEC proxy materials reasonably acceptable to Buyer relating to obtaining the Required Parent Vote (such proxy materials, and any amendments or supplements thereto, the "Proxy Statement"). Parent shall, within one business day after receipt thereof, provide Buyer copies of any written comments and advise Buyer of any oral comments with respect to the Proxy Statement received from the SEC. Parent shall cooperate and provide Buyer with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to filing such with the SEC, and will provide Buyer with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement to the Proxy Statement to the extent relating to information on Buyer shall be made without the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will cause the Proxy Statement to be mailed to Parent's stockholders as promptly as practicable after it has been cleared by the SEC. The Proxy Statement shall conform to all applicable Laws. Parent will advise Buyer, promptly after it receives notice thereof, of the time when the Proxy Statement is cleared by the SEC or any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Effective Time any information relating to Parent or any of its Affiliates, officers or directors, or the Transaction is discovered by Parent or Buyer which should be set forth in an amendment or supplement to the Proxy Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by applicable Laws, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Parent.

Preparation of Proxy Statement. Except to the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10, the following provisions of this Section 8.9 shall apply: As promptly as reasonably practicable following the date hereof, Parent Xxxxx shall prepare and file with the SEC proxy materials reasonably acceptable to Buyer relating to obtaining the Required Parent Vote (such proxy materials, and any amendments or supplements thereto, the "Proxy Statement"). Parent shall, within one business day after receipt thereof, provide Buyer copies of any written comments and advise Buyer of any oral comments with respect to the Proxy Statement received from at the SEC. Parent earliest practicable date after the Offer has expired or terminated (unless 90% or more of outstanding Xxxxx Common Stock is acquired by Merger Sub pursuant to the Offer or Xxxxx Common Stock ceases to be registered under the Exchange Act in accordance with applicable law); and shall cooperate and provide Buyer with a use all reasonable opportunity efforts to review and comment on any amendment or supplement to have the Proxy Statement prior to filing such with the SEC, and will provide Buyer with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement to the Proxy Statement to the extent relating to information on Buyer shall be made without the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will cause the Proxy Statement to be mailed to Parent's stockholders as promptly as practicable after it has been cleared by the SEC. The Proxy Statement shall conform to all applicable Laws. Parent will advise Buyer, promptly after it receives notice thereof, of the time when the Proxy Statement is cleared by the SEC or any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Effective Time any information relating event shall occur that is required to Parent or any of its Affiliates, officers or directors, or the Transaction is discovered by Parent or Buyer which should be set forth in an amendment of or a supplement to the Proxy Statement so that any of Statement, Xxxxx shall prepare and file with the SEC such documents would not include any misstatement of a material fact amendment or omit to state any material fact necessary to make supplement as soon thereafter as is reasonably practicable. Buyer, Merger Sub and Xxxxx shall cooperate with each other in the statements therein, in light preparation of the circumstances under which they were madeProxy Statement, not misleading, the party which discovers such information and Xxxxx shall promptly notify Buyer of the other party hereto and, receipt of any comments of the SEC with respect to the extent required Proxy Statement and of any requests by applicable Laws, an appropriate the SEC for any amendment or supplement describing such thereto or for additional information, and shall promptly provide to Buyer copies of all correspondence between Xxxxx or any representative of Xxxxx and the SEC with respect to the Proxy Statement. Xxxxx shall give Buyer and its counsel the opportunity to review the Proxy Statement and all responses to requests for additional information shall by and replies to comments of the SEC before their being filed with, or sent to, the SEC. If the Proxy Statement is required to be promptly filed with the SEC, each of Xxxxx, Buyer and Merger Sub agrees to use all reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and disseminated to cause the Proxy Statement to be mailed to the stockholders holders of ParentXxxxx Common Stock entitled to vote at the Shareholder Meeting at the earliest practicable time.

Preparation of Proxy Statement. Except to the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10, the following provisions of this Section 8.9 shall apply: As promptly as reasonably practicable following the date hereof, Parent Monsoon shall prepare and file with the SEC applicable Governmental Entities and deliver, or cause to be delivered, to the holders of the Monsoon Ordinary Shares, a proxy materials statement to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”). Indigo Parent shall furnish all information as may be reasonably acceptable to Buyer relating to obtaining requested by Monsoon and its advisers in connection with the Required Parent Vote (such proxy materialspreparation, filing and distribution of the Proxy Statement and any necessary amendments or supplements thereto, the "Proxy Statement"). Parent shall, within one business day after receipt thereof, provide Buyer copies of any written comments and advise Buyer of any oral comments with respect to the Proxy Statement received from the SEC. Parent shall cooperate and provide Buyer with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to filing such with the SEC, and will provide Buyer with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement to the Proxy Statement to the extent relating to information on Buyer shall be made without the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will cause the Proxy Statement to be mailed to Parent's stockholders as promptly as practicable after it has been cleared by the SEC. The Proxy Statement shall conform to all applicable Laws. Parent will advise Buyer, promptly after it receives notice thereof, of the time when the Proxy Statement is cleared by the SEC or any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Effective Time Closing any information relating to Parent Monsoon or Indigo Parent, or any of its their respective Affiliates, officers directors or directorsofficers, or the Transaction is should be discovered by Monsoon or Indigo Parent or Buyer which should be set forth in an amendment or supplement to the Proxy Statement Statement, so that any of such documents document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which that discovers such information shall promptly notify the other party hereto and, to the extent required by applicable Laws, and an appropriate amendment or supplement describing such information shall promptly be promptly prepared and filed with the SEC and disseminated applicable Governmental Entities by Monsoon and, to the stockholders extent required by applicable Law, delivered to the holders of Parentthe Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counsel.

Preparation of Proxy Statement. Except to the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10, the following provisions of this Section 8.9 shall apply: (a) As promptly as reasonably practicable following the date hereof, Parent and the Company shall prepare and file with the SEC mutually acceptable proxy materials reasonably acceptable to Buyer relating to obtaining that shall constitute the Required Parent Vote Proxy Statement/Prospectus (such proxy materialsstatement/prospectus, and any amendments or supplements thereto, the "Proxy Statement/Prospectus")) and Parent shall prepare and file the Form S-4. The Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as Parent's prospectus. The Form S-4 and the Proxy Statement/Prospectus shall 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. (b) Each of Parent and the Company shall use commercially reasonable efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. (c) Parent and the Company shall, within one business day as promptly as practicable after receipt thereof, provide Buyer the other party copies of any written comments and advise Buyer the other party of any oral comments comments, with respect to the Proxy Statement Statement/Prospectus received from the SEC. Parent shall cooperate and provide Buyer the Company with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement Form S-4 and any communications prior to filing such with the SEC, and will promptly provide Buyer the Company with a copy of all such filings and communications made with the SEC. Notwithstanding any other provision herein . (d) The Company will use commercially reasonable efforts to the contrary, no amendment or supplement to the Proxy Statement to the extent relating to information on Buyer shall be made without the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will cause the Proxy Statement Statement/Prospectus to be mailed to Parentthe Company's stockholders as promptly soon as reasonably practicable after it has been cleared by the SEC. The Proxy Statement shall conform to all applicable LawsForm S-4 is declared effective under the Securities Act. Parent shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Share Issuance and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. Each party will advise Buyerthe other party, promptly after it receives notice thereof, of the time when the Proxy Statement is cleared by Form S-4 has become effective, the SEC issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement. /Prospectus or the Form S-4. (e) If at any time prior to the Effective Time any information relating to Parent or the Company, or any of its their respective Affiliates, officers or directors, or the Transaction is should be discovered by Parent or Buyer the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement Statement/Prospectus so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which that discovers such information shall promptly notify the other party hereto and, to the extent required by applicable Lawslaw, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Parentthe Company.

Preparation of Proxy Statement. Except (a) Each of the Company and Parent shall cooperate with each other in the preparation of the Proxy Statement (including the preliminary Proxy Statement) and any amendment or supplement to the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10, the following provisions of this Section 8.9 preliminary Proxy Statement. The Company shall apply: As promptly as reasonably practicable following the date hereof, Parent shall prepare and file with the SEC proxy materials as promptly as reasonably acceptable practicable a preliminary Proxy Statement (and in any event no later than 30 days following the date of this Agreement); provided, however, that the Company shall furnish such preliminary Proxy Statement to Buyer relating Parent and give Parent and its legal counsel a reasonable opportunity to obtaining review such preliminary Proxy Statement prior to filing with the Required SEC and shall cooperate with Parent Vote (such proxy materialswith respect to additions, deletions or changes suggested by Parent in connection therewith. The Company shall promptly notify Parent of the receipt of any comments of the SEC staff with respect to the preliminary Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent, as promptly as reasonably practicable, copies of all written correspondence between the Company or any representative of the Company and the SEC with respect to the Proxy Statement. If comments are received from the SEC staff with respect to the preliminary Proxy Statement, the Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to the comments of the SEC. The Company will promptly supply Parent with copies of all correspondence between the Company or any of its Representatives, on the one hand, and any amendments the SEC or supplements theretomembers of its staff, on the "Proxy Statement"). Parent shallother hand, within one business day after receipt thereof, provide Buyer copies of any written comments and advise Buyer of any oral comments with respect to the Proxy Statement received from or the SECMerger. The Company shall provide Parent shall cooperate and provide Buyer its legal counsel with a reasonable opportunity to review and comment on any amendment or supplement to each of the preliminary and the definitive Proxy Statement prior to filing such with the SECSEC and shall cooperate with Parent with respect to additions, and will deletions or changes suggested by Parent in connection therewith. Parent shall promptly provide Buyer the Company with a copy of all such filings made with the SEC. Notwithstanding any other provision herein information as may be required to the contrary, no amendment or supplement to be included in the Proxy Statement or as may be reasonably required to respond to any comment of the extent relating SEC staff. After all the comments received from the SEC have been cleared by the SEC staff and all information required to information on Buyer be contained in the Proxy Statement has been included therein by the Company, the Company shall be made without promptly file the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will definitive Proxy Statement with the SEC and cause the Proxy Statement to be mailed to Parent's stockholders (including by electronic delivery if permitted) as promptly as practicable after it has been cleared practicable, to its stockholders of record, as of the record date established by the SEC. The Proxy Statement shall conform to all applicable Laws. Parent will advise Buyer, promptly after it receives notice thereof, Board of Directors of the time when the Proxy Statement is cleared by the SEC or any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Effective Time any information relating to Parent or any of its Affiliates, officers or directors, or the Transaction is discovered by Parent or Buyer which should be set forth in an amendment or supplement to the Proxy Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by applicable Laws, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of ParentCompany.

Preparation of Proxy Statement. Except to the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10, the following provisions of this Section 8.9 shall apply: (a) As promptly as reasonably practicable following after the date hereofof this Agreement, Parent the Company shall prepare and file with the SEC proxy materials reasonably acceptable to Buyer relating to obtaining the Required Parent Vote (such proxy materials, and any amendments or supplements thereto, the "Proxy Statement"). Parent shall, within one business day after receipt thereof, provide Buyer copies of any written comments and advise Buyer of any oral comments with respect The Company will use all reasonable efforts to have the Proxy Statement received from cleared by the SEC, and promptly thereafter to be disseminated to all of the holders of the Shares, as and to the extent required by applicable federal securities Laws. Subject to Section 5.2, the Proxy Statement will contain the Company Recommendation. Prior to filing the Proxy Statement (or any related documents) with the SEC, the Company will provide Parent shall cooperate and provide Buyer with a reasonable opportunity to review and comment thereon. (b) Parent and Merger Sub will provide for inclusion, or incorporation by reference, in the Proxy Statement all reasonably required information regarding Parent and Merger Sub upon request. Parent and its counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, or any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.2), before such is filed with the SEC. In addition, the Company will provide Parent and its counsel with (i) any comments or communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement prior to filing promptly after the receipt of such with the SECcomments or other communications, and will provide Buyer with a copy (ii) the reasonable opportunity to review and comment on such comments. (c) Each of all such filings made with the SEC. Notwithstanding Company, Parent and Merger Sub agrees to promptly (i) correct any other provision herein information provided by it for use in the Proxy Statement if and to the contrary, no amendment extent that such information shall have become false or misleading in any material respect and (ii) supplement to the information provided by it for use in the Proxy Statement to the extent relating to information on Buyer shall be made without the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will cause the Proxy Statement to be mailed to Parent's stockholders as promptly as practicable after it has been cleared by the SEC. The Proxy Statement shall conform to all applicable Laws. Parent will advise Buyer, promptly after it receives notice thereof, of the time when the Proxy Statement is cleared by the SEC or any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Effective Time include any information relating to Parent or any of its Affiliates, officers or directors, or the Transaction is discovered by Parent or Buyer which should be set forth that shall become necessary in an amendment or supplement to the Proxy Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary order to make the statements thereinin the Proxy Statement, in light of the circumstances under which they were made, not misleading. The Company further agrees to cause the Proxy Statement as so corrected or supplemented to be filed with the SEC and to be disseminated to the holders of the Shares, the party which discovers such information shall promptly notify the other party hereto and, in each case as and to the extent required by applicable federal securities Laws, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Parent.

Preparation of Proxy Statement. Except Each of the Company and Parent shall cooperate with each other in the preparation of the Proxy Statement (including the preliminary Proxy Statement) and any amendment or supplement to the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10, the following provisions of this Section 8.9 preliminary Proxy Statement. The Company shall apply: As promptly as reasonably practicable following the date hereof, Parent shall prepare and file with the SEC proxy materials a preliminary Proxy Statement (and in any event no later than 30 days following the date of this Agreement); provided, however, that the Company shall furnish such preliminary Proxy Statement to Parent and give Parent and its legal counsel a reasonable opportunity to review such preliminary Proxy Statement prior to filing with the SEC and shall accept all reasonable additions, deletions or changes suggested by Parent in connection therewith. The Company shall notify Parent of the receipt of any comments of the SEC staff with respect to the preliminary Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent, as promptly as reasonably acceptable to Buyer relating to obtaining the Required Parent Vote (such proxy materialspracticable, and any amendments or supplements thereto, the "Proxy Statement"). Parent shall, within one business day after receipt thereof, provide Buyer copies of all written correspondence between the Company or any written comments representative of the Company and advise Buyer of any oral comments the SEC with respect to the Proxy Statement Statement. If comments are received from the SEC staff with respect to the preliminary Proxy Statement, the Company shall respond as promptly as reasonably practicable to the comments of the SEC. The Company shall provide Parent shall cooperate and provide Buyer its legal counsel with a reasonable opportunity to review and comment on any amendment or supplement to each of the preliminary and the definitive Proxy Statement prior to filing such with the SECSEC and shall accept all reasonable additions, and will deletions or changes suggested by Parent in connection therewith. Parent shall promptly provide Buyer the Company with a copy of all such filings made with the SEC. Notwithstanding any other provision herein information as may be required to the contrary, no amendment or supplement to be included in the Proxy Statement or as may be reasonably required to respond to any comment of the extent relating SEC staff. After all the comments received from the SEC have been cleared by the SEC staff and all information required to information on Buyer be contained in the Proxy Statement has been included therein by the Company, the Company shall be made without file the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will definitive Proxy Statement with the SEC and cause the Proxy Statement to be mailed to Parent's stockholders (including by electronic delivery if permitted) as promptly as practicable after it has been cleared reasonably practicable, to its stockholders of record, as of the record date established by the SEC. The Proxy Statement shall conform to all applicable Laws. Parent will advise Buyer, promptly after it receives notice thereof, Board of Directors of the time when the Proxy Statement is cleared by the SEC or any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Effective Time any information relating to Parent or any of its Affiliates, officers or directors, or the Transaction is discovered by Parent or Buyer which should be set forth in an amendment or supplement to the Proxy Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by applicable Laws, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of ParentCompany.

Preparation of Proxy Statement. Except to the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10, the following provisions of this Section 8.9 shall apply: (a) As promptly as reasonably practicable following the date hereof, Parent CME Holdings and CBOT Holdings shall prepare and file with the SEC mutually acceptable proxy materials reasonably acceptable to Buyer that shall constitute the proxy statement/prospectus relating to obtaining the Required Parent Vote matters to be submitted to the stockholders of CME Holdings at the CME Holdings Stockholders Meeting and to the stockholders and members of CBOT Holdings and CBOT, respectively, at the CBOT Holdings Meetings (such proxy materialsstatement/prospectus, and any amendments or supplements thereto, the "“Joint Proxy Statement")/Prospectus”) and CME Holdings shall prepare and file the Form S-4. Parent The Joint Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as CME Holdings’ prospectus. The Form S-4 and the Joint Proxy Statement/Prospectus shall 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. (b) Each of CME Holdings and CBOT Holdings shall use commercially reasonable efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. (c) Each of CME Holdings and CBOT Holdings shall, within one business day as promptly as practicable after receipt thereof, provide Buyer the other Parties copies of any written comments and advise Buyer the other Parties of any oral comments comments, with respect to the Joint Proxy Statement Statement/Prospectus received from the SEC. Parent CME Holdings shall cooperate and provide Buyer CBOT Holdings with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement Form S-4 and any communications prior to filing such with the SEC, SEC and will promptly provide Buyer CBOT Holdings with a copy of all such filings and communications made with the SEC. Notwithstanding any other provision herein . (d) Each of CME Holdings, CBOT Holdings and CBOT shall use commercially reasonable efforts to the contrary, no amendment or supplement to the Proxy Statement to the extent relating to information on Buyer shall be made without the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will cause the Joint Proxy Statement Statement/Prospectus to be mailed to Parent's its respective stockholders and members as promptly soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. CME Holdings shall take any action (other than qualifying to do business in any jurisdiction in which it has been cleared by is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the SECMerger and each of CME Holdings, CBOT Holdings and CBOT shall furnish all information concerning it and the holders of its capital stock and membership interests, as applicable, as may be reasonably requested in connection with any such action. The Proxy Statement shall conform to all applicable Laws. Parent Each Party will advise Buyerthe other Parties, promptly after it receives notice thereof, of the time when the Proxy Statement is cleared by Form S-4 has become effective, the SEC issuance of any stop order, the suspension of the qualification of the CME Holdings Class A Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement. /Prospectus or the Form S-4. (e) If at any time prior to the Effective Time any information relating to Parent CME Holdings, CBOT Holdings or CBOT, or any of its their respective Affiliates, officers or directors, or the Transaction is should be discovered by Parent CME Holdings, CBOT Holdings or Buyer CBOT which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement Statement/Prospectus so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which Party that discovers such information shall promptly notify the other party Parties hereto and, to the extent required by applicable LawsLaw, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders and members of ParentCME Holdings, CBOT Holdings and CBOT.

Preparation of Proxy Statement. Except to the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10, the following provisions of this Section 8.9 shall apply: As promptly as reasonably practicable following the date hereof, Parent (a) The Company shall prepare and file the Proxy Statement with the SEC proxy materials reasonably acceptable pursuant to Buyer relating the Exchange Act no later than August 2, 2004; provided that Holding and its counsel shall be given reasonable opportunity prior to obtaining such filing to review and comment on the Required Parent Vote (such proxy materialsProxy Statement prior to the filing thereof with the SEC. The Company will cause the Proxy Statement to comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder, including Regulation 14C and Rule 14f-1 of the Exchange Act, and any amendments or supplements theretowill provide notice to Holding, the "Proxy Statement"). Parent shall, within one business day promptly after receipt receiving notice thereof, provide Buyer copies of any written request by the SEC for amendment of the Proxy Statement or comments thereon and advise Buyer of responses thereto or requests by the SEC for additional information. The Company agrees to use its commercially reasonable efforts, after consultation with Holding, to respond promptly to any oral comments or requests made by the SEC with respect to the Proxy Statement received from the SECStatement. Parent shall cooperate and provide Buyer with a reasonable opportunity to review and comment on any No filing of, or amendment or supplement (including by incorporation by reference) to, or correspondence to the SEC or its staff with respect to, the Proxy Statement prior to filing such with the SEC, and will provide Buyer with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement to the Proxy Statement to the extent relating to information on Buyer shall be made by the Company without the approval of BuyerHolding, which approval shall not be unreasonably withheld or delayed; provided that with respect to documents filed by the Company which are incorporated by reference in the Proxy Statement, this right of approval shall apply only with respect to information relating to Holding, Comsys or their respective businesses, financial condition or results of operations, or this Agreement or the transactions contemplated hereby. (b) Holding and Comsys agree to use their commercially reasonable efforts to cooperate and to provide the Company with such information as it may reasonably request in connection with the preparation of the Proxy Statement. Parent Each party agrees promptly to supplement, update and correct any information provided by it for use in the Proxy Statement if and to the extent that it is or shall have become incomplete, false or misleading. (c) The Company will use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent's its stockholders as promptly as practicable after it has been cleared by the SEC. The Proxy Statement shall conform to all applicable Laws. Parent will advise Buyer, promptly after it receives notice thereof, date that the SEC completes its review of the time when the Proxy Statement is cleared or, if the SEC chooses not to review the Proxy Statement, within five days after the date that the SEC notifies the Company that it will not review the Proxy Statement. (d) The Company shall, as soon as practicable after the date hereof, and in accordance with the Company Charter, Company Bylaws and applicable law, establish a record date (which will be as soon as practicable after the date hereof) for, duly call, give notice of, convene and hold a meeting of its stockholders (the "COMPANY STOCKHOLDERS MEETING") solely for the purpose of considering and taking action upon (i) this Agreement, (ii) the amendment and restatement of the Company Charter and (iii) the Staffing Disposition, provided, however, that the Company may elect to include for consideration at the Company Stockholders Meeting (and include in the Proxy Statement) (x) its annual election of directors and (y) the ratification of its auditors for fiscal 2004. Notwithstanding anything herein to the contrary, and subject to applicable law and applicable NASD rules, the Company may, provided it has fully complied with Sections 6.1(a), (b) and (c), hold its Company Stockholders Meeting at a time of its choosing, provided, however, that such Company Stockholders Meeting shall be held not later than 30 days following the mailing by the SEC Company of its Proxy Statement to the Company Stockholders or such shorter period as necessary to ensure that the Company Stockholders Meeting is held no later than five business days before the expiration date of the Commitment Letter as set forth in the Commitment Letter. Once the Company Stockholders Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Stockholders Meeting without the consent of Holding, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that the Company may so postpone or adjourn the Company Stockholders Meeting without the consent of Holding under the following circumstances: (A) for the absence of a quorum, or (B) to allow reasonable additional time for the filing and mailing of any request supplemental or amended disclosure which the Company believes in good faith is necessary under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by the SEC for amendment Company's stockholders prior to the Company Stockholders Meeting, or (C) in the event the Board of Directors of the Company withdraws, modifies or changes in accordance with the terms of this Agreement its recommendation that this Agreement and the Merger are in the best interests of the Company and its stockholders; provided, further, that in the event that the Company Stockholders Meeting is delayed to a date after the Termination Date (as defined in Section 8.1(b)) as a result of either (A) or (B) above, then the Termination Date shall be extended to the fifth business day after such date). Each of the proposals set forth in clauses (i) through (iii) shall be conditioned upon approval of all of the other proposals set forth in clauses (i) through (iii), and no such proposal shall be implemented unless all four proposals are implemented, and the Company shall include statements to that effect in the Proxy Statement. If at any time prior to The Board of Directors of the Effective Time any information relating to Parent or any Company shall declare that this Agreement and the Merger and each of its Affiliates, officers or directors, or the Transaction is discovered by Parent or Buyer which should be matters set forth in an amendment or supplement to clauses (ii) and (iii) above are advisable and in the best interests of the Company and its stockholders and recommend that this Agreement and each of the matters set forth in clauses (ii) and (iii) above be approved by the stockholders of the Company and include in the Proxy Statement so a copy of such recommendations; provided, however, that the Board of Directors of the Company may withdraw, modify or change its recommendation with respect to this Agreement, the Merger and/or any of the other matters set forth in clauses (ii) or (iii) above if, but only if it has determined in good faith, after consultation with outside counsel, that withdrawal, modification or change of any such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements thereinrecommendation is, in light the good faith judgment of the circumstances under which they were madeBoard of Directors of the Company, not misleadingrequired by the Board of Directors to comply with its fiduciary duties imposed by applicable law. Unless the Board of Directors of the Company has withdrawn or modified its recommendation of this Agreement and any of the matters contained in clauses (ii) or (iii) above in compliance with this Section 6.1(d), the party which discovers such information Company shall promptly notify use its commercially reasonable best efforts to solicit from stockholders of the Company proxies in favor of (i) the adoption of this Agreement, (ii) the amendment and restatement of the Company Charter and (iii) the approval of the Staffing Disposition, and shall take all other party hereto and, commercially reasonable action necessary or advisable to secure the extent vote or consent of stockholders required by applicable Laws, an appropriate amendment or supplement describing such information shall be law to effect the Merger and other transactions contemplated by this Agreement. (e) As soon as practicable (and in any event not later than one business day) following the execution of this Agreement: (i) Holding will obtain from the Holding Stockholders the Holding Stockholder Consent and promptly filed with the SEC and disseminated deliver to the stockholders of ParentCompany a true and correct copy thereof; and (ii) The Company will execute the Merger Sub Stockholder Consent and promptly deliver to Comsys a true and correct copy thereof.

Preparation of Proxy Statement. Except to the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10, the following provisions of this Section 8.9 shall apply: (a) As promptly as reasonably practicable following the date hereof, Parent and in any event within fifteen (15) Business Days after the date hereof, Fleetmatics shall prepare and file with the SEC preliminary proxy materials reasonably acceptable to Buyer which shall constitute the Scheme Document, which shall also constitute the proxy statement relating to obtaining the Required Parent Vote matters to be submitted to the Fleetmatics Shareholders at the Court Meeting and the EGM (such proxy materialsProxy Statement, and any amendments or supplements thereto, the "“Proxy Statement"”). Parent Verizon and Bidco shall cooperate with Fleetmatics in the preparation of the Proxy Statement and furnish all information concerning Verizon or Bidco, as the case may be, that is required in connection with the preparation of the Proxy Statement. Fleetmatics shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC and to mail the Proxy Statement to its shareholders as promptly as practicable (and in any event within five (5) Business Days after the date of the resolution of any comments of the SEC or the staff of the SEC with respect to the preliminary Proxy Statement), to the extent required by applicable Law. Fleetmatics shall, within one business day as promptly as practicable after receipt thereof, provide Buyer Verizon with copies of any written comments and advise Buyer Verizon of any oral comments with respect to the Proxy Statement received from the SEC or the Staff of the SEC. Parent Fleetmatics shall cooperate and provide Buyer Verizon with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to filing such with the SEC, and Fleetmatics will promptly provide Buyer Verizon with a copy of all such filings made with the SEC. Notwithstanding Each Party shall use its reasonable best efforts to take any other provision herein to the contrary, no amendment or supplement to the Proxy Statement to the extent relating to information on Buyer shall be made without the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will cause the Proxy Statement action required to be mailed to Parent's stockholders taken by it under any applicable state securities Laws in connection with the Acquisition, and each Party shall furnish all information concerning it and the holders of its capital stock as promptly as practicable after it has been cleared by the SECmay be reasonably requested in connection with any such action. The Proxy Statement shall conform to all applicable Laws. Parent will advise BuyerIf, promptly after it receives notice thereof, of the time when the Proxy Statement is cleared by the SEC or any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Effective Time Time, any information relating to Parent or any of its the Parties, or their respective Affiliates, officers or directors, or the Transaction is should be discovered by Parent or Buyer which either Party, and such information should be set forth in an amendment or supplement to the Proxy Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which Party that discovers such information shall promptly notify the other party hereto Party and, to the extent required by applicable LawsLaw, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and and, to the extent required by Law, disseminated to the stockholders of ParentFleetmatics Shareholders.

Preparation of Proxy Statement. Except Each of the Parties shall cooperate with each other in the preparation of the Proxy Statement (including the preliminary Proxy Statement) and any amendment or supplement to the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10, the following provisions of this Section 8.9 shall apply: As promptly as reasonably practicable following the date hereof, Parent preliminary Proxy Statement. The Company shall prepare and file with the SEC proxy materials as promptly as reasonably acceptable practicable a preliminary Proxy Statement (but in no event later than fifteen (15) Business Days after the date of this Agreement); provided, however, that the Company shall furnish such preliminary Proxy Statement to Buyer relating Parent and give Parent and its legal counsel a reasonable opportunity to obtaining review such preliminary Proxy Statement prior to filing with the Required SEC and shall accept all reasonable additions, deletions or changes suggested by Parent Vote (such proxy materials, in connection therewith. The Company shall notify Parent of the receipt of any comments of the SEC staff with respect to the preliminary Proxy Statement and of any amendments requests by the SEC for any amendment or supplements thereto, the "Proxy Statement"). supplement thereto or for additional information and shall provide to Parent shall, within one business day after receipt thereof, provide Buyer as promptly as reasonably practicable copies of all written correspondence between the Company or any written comments representative of the Company and advise Buyer of any oral comments the SEC with respect to the Proxy Statement Statement. If comments are received from the SEC staff with respect to the preliminary Proxy Statement, the Company shall use its reasonable best efforts to respond as promptly as practicable to the comments of the SEC and to cause the Proxy Statement in definitive form to be cleared by the SEC. The Company shall provide Parent shall cooperate and provide Buyer its legal counsel with a reasonable opportunity to review and comment on any amendment or supplement to the preliminary Proxy Statement prior to filing such with the SECSEC and shall accept all reasonable additions, and will deletions or changes suggested by Parent in connection therewith. Parent shall promptly provide Buyer the Company with a copy of all such filings made with the SEC. Notwithstanding any other provision herein information in its possession as may be required to the contrary, no amendment or supplement to be included in the Proxy Statement or as may be reasonably required to respond to any comment of the extent relating SEC staff. After all the comments received from the SEC have been cleared by the SEC staff and all information required to information on Buyer be contained in the Proxy Statement has been included therein by the Company, the Company shall be made without file the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will definitive Proxy Statement with the SEC and cause the Proxy Statement to be mailed to Parent's stockholders (including by electronic delivery if permitted) as promptly as practicable after it has been cleared thereafter to its stockholders of record, as of the record date established by the SEC. The Proxy Statement shall conform to all applicable Laws. Parent will advise Buyer, promptly after it receives notice thereof, of the time when the Proxy Statement is cleared by the SEC or any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Effective Time any information relating to Parent or any of its Affiliates, officers or directors, or the Transaction is discovered by Parent or Buyer which should be set forth in an amendment or supplement to the Proxy Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by applicable Laws, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of ParentBoard.

Preparation of Proxy Statement. Except to the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10, the following provisions of this Section 8.9 shall apply: As promptly as reasonably practicable following the date hereof, Parent Seller shall prepare and file with the SEC proxy materials reasonably acceptable to Buyer relating to obtaining the Required Parent Seller Vote (such proxy materials, and any amendments or supplements thereto, the "“Proxy Statement"”). Parent Seller shall, within one promptly after receipt thereof, but in no event later than two business day days after receipt thereof, provide Buyer copies of any written comments and advise Buyer of any oral comments with respect to the Proxy Statement received from the SEC. Parent Seller shall cooperate and provide Buyer with a reasonable opportunity to review and comment on the Proxy Statement and any amendment or supplement to the Proxy Statement thereto prior to filing such with the SEC, and will provide Buyer with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement to the Proxy Statement to the extent relating to information on Buyer shall be made without the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent Seller will cause the Proxy Statement to be mailed to Parent's Seller’s stockholders as promptly as practicable after it has been cleared by the SEC. The Proxy Statement shall conform in all material respects to all applicable Laws. Parent Seller will advise Buyer, promptly after it receives notice thereof, of the time when the Proxy Statement is cleared by the SEC or any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Effective Time any information relating to Parent Seller, Buyer or any of its their respective Affiliates, officers or directors, or the Transaction is discovered by Parent Seller or Buyer which should be set forth in an amendment or supplement to the Proxy Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by applicable Laws, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of ParentSeller.

Preparation of Proxy Statement. Except to the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10, the following provisions of this Section 8.9 shall apply: As promptly as reasonably practicable following after the date hereofhereof (and in any event within fifteen Business Days), Parent shall prepare and file with the SEC proxy materials the preliminary Proxy Statement in form and substance reasonably acceptable satisfactory to each of Parent and Buyer relating to obtaining the Required transactions contemplated hereby. Subject to the terms of this Agreement, the Proxy Statement shall reflect the Recommendation and shall include a description of the other Board Actions. Buyer shall cooperate with Parent Vote in the preparation of the preliminary Proxy Statement and the definitive Proxy Statement and shall furnish to Parent the information relating to Buyer required by the Exchange Act. Parent shall use its commercially reasonable efforts, after consultation with Buyer (such proxy materialsand Buyer shall cooperate with Parent in good faith in connection therewith), to respond as promptly as practicable to any comments of the SEC and to cause the Proxy Statement in definitive form to be mailed to the Members at the earliest reasonably practicable time. Each of Parent and Buyer shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent that it shall have become false or misleading in any material respect. Parent agrees to take all steps necessary to cause the Proxy Statement as so corrected to be filed with the SEC and to be disseminated to holders of Units, in each case as, and to the extent, required by Legal Requirement. Parent shall promptly provide Buyer and its counsel 4832-2222-1976\19 with copies of any written comments, and shall inform them of any oral comments, that Parent or its counsel may receive from the SEC or its staff (including any request by the SEC or its staff for any amendments or supplements thereto, to the "preliminary Proxy Statement or the definitive Proxy Statement"). , and Parent shalland Buyer shall cooperate in filing with the SEC or its staff, within one business day after receipt thereofand, provide Buyer copies of any written comments and advise Buyer of any oral comments with respect to the Proxy Statement received from the SEC. if required, Parent shall cooperate mail to its members, as promptly as reasonably practicable, such amendment or supplement. Buyer and provide Buyer with its counsel shall be given a reasonable opportunity to review any written responses to such SEC comments and comment on any amendment or supplement Parent shall give due consideration to the Proxy Statement prior to filing such with the SECreasonable additions, deletions or changes suggested thereto by Buyer and will provide Buyer with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement to the Proxy Statement to the extent relating to information on Buyer shall be made without the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will cause the Proxy Statement to be mailed to Parent's stockholders as promptly as practicable after it has been cleared by the SECits counsel. The Proxy Statement shall conform to comply in all applicable Laws. Parent will advise Buyer, promptly after it receives notice thereof, material respects with requirements of the time when the Proxy Statement is cleared by the SEC or any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Effective Time any information relating to Parent or any of its Affiliates, officers or directors, or the Transaction is discovered by Parent or Buyer which should be set forth in an amendment or supplement to the Proxy Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by applicable Laws, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of ParentLegal Requirement.

Preparation of Proxy Statement. Except As soon as practicable after the date of this Agreement (and in any event, but subject to Parent’s timely performance of its obligations under Section 6.04(b), within twenty (20) Business Days after the date of this Agreement), the Company shall prepare and shall cause to be filed with the SEC in preliminary form a proxy statement relating to the extent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the Parent Stockholders Meeting “Proxy Statement”). Unless there is not required an Adverse Recommendation Change pursuant to Section 8.106.03, the following provisions Proxy Statement shall include the Board Recommendation. The Company will cause the Proxy Statement, at the time of this Section 8.9 shall apply: As promptly as reasonably practicable following the date hereof, Parent shall prepare and file with mailing of the SEC proxy materials reasonably acceptable to Buyer relating to obtaining the Required Parent Vote (such proxy materials, and Proxy Statement or any amendments or supplements thereto, and at the "Proxy Statement"). Parent shall, within one business day after receipt thereof, provide Buyer copies of any written comments and advise Buyer of any oral comments with respect to the Proxy Statement received from the SEC. Parent shall cooperate and provide Buyer with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to filing such with the SEC, and will provide Buyer with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement to the Proxy Statement to the extent relating to information on Buyer shall be made without the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will cause the Proxy Statement to be mailed to Parent's stockholders as promptly as practicable after it has been cleared by the SEC. The Proxy Statement shall conform to all applicable Laws. Parent will advise Buyer, promptly after it receives notice thereof, time of the time when the Proxy Statement is cleared by the SEC or Stockholders’ Meeting, not to contain any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Effective Time any information relating to Parent or any of its Affiliates, officers or directors, or the Transaction is discovered by Parent or Buyer which should be set forth in an amendment or supplement to the Proxy Statement so that any of such documents would not include any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation, warranty or covenant is made by the party which discovers Company with respect to information supplied by or on behalf of Parent or Merger Sub (or their Representatives) for inclusion or incorporation by reference in the Proxy Statement. The Company will cause the Proxy Statement to comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder and to satisfy all rules of the NASDAQ. The Company shall give Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to filing such information shall promptly notify documents with the other party hereto andSEC or disseminating such documents to stockholders of the Company and reasonable opportunity to review and comment on all responses to requests from the SEC for additional information, in each case, to the extent required reasonably practicable. The Company shall consider in good faith any comments made by applicable LawsParent and its counsel with respect to the foregoing; provided, an appropriate amendment however, that the Company may amend or supplement describing such information the Proxy Statement without the review or comment of Parent to effect an Adverse Recommendation Change pursuant to and in accordance with Section 6.03. The Company shall be promptly filed with notify Parent upon the receipt of any comments from the SEC and disseminated or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the stockholders Proxy Statement, and shall promptly provide Parent with copies of Parentall correspondence with respect to the Proxy Statement or the Transactions between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to, and Parent shall use reasonable best efforts to assist the Company in responding to, any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment in accordance with this Section 6.04(a) on any proposed written response to any such written comments of the SEC or its staff. Prior to the filing of the Proxy Statement or the dissemination thereof to the Company’s stockholders, or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response.

Preparation of Proxy Statement. Except ARCA promptly shall prepare the Proxy Statement and mail the same to its shareholders in accordance with its charter and bylaws . CyberGuard shall cooperate with and assist ARCA in the preparation of the Proxy Statement. The Proxy Statement shall, together with the CyberGuard Disclosure Materials, constitute a disclosure document for the offer and issuance of the shares of CyberGuard Common Stock to be received by holders of ARCA Common Stock and ARCA Preferred Stock in the Merger. ARCA and CyberGuard shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities law requirements. Each of ARCA and CyberGuard agrees to provide promptly to the extent other such information concerning its business affairs and financial statements as, in the Parent Stockholders Meeting is not reasonable judgment of the providing party or its counsel, may be required pursuant to Section 8.10, the following provisions of this Section 8.9 shall apply: As promptly as reasonably practicable following the date hereof, Parent shall prepare and file for inclusion in or with the SEC proxy materials reasonably acceptable to Buyer relating to obtaining the Required Parent Vote (such proxy materialsProxy Statement, and or in any amendments or supplements thereto, the "Proxy Statement"). Parent shall, within one business day after receipt thereof, provide Buyer copies of any written comments and advise Buyer of any oral comments with respect to the Proxy Statement received from the SEC. Parent shall cause its counsel and auditors to cooperate and provide Buyer with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to filing such with the SEC, other's counsel and will provide Buyer with a copy of all such filings made with auditors in the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement to the Proxy Statement to the extent relating to information on Buyer shall be made without the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will cause the Proxy Statement to be mailed to Parent's stockholders as promptly as practicable after it has been cleared by the SEC. The Proxy Statement shall conform to all applicable Laws. Parent will advise Buyer, promptly after it receives notice thereof, of the time when the Proxy Statement is cleared by the SEC or any request by the SEC for amendment preparation of the Proxy Statement. If at any time prior to the Effective Time any information event relating to Parent CyberGuard or any of its Affiliates, officers or directors, or the Transaction is Subsidiaries should be discovered by Parent or Buyer which should be set forth in an amendment of, or a supplement to, the Proxy Statement, CyberGuard promptly shall so inform ARCA and shall furnish all necessary information to ARCA relating to such event. If any event relating to ARCA should be discovered which should be set forth in an amendment of, or a supplement to, the Proxy Statement, ARCA promptly shall so inform CyberGuard and shall furnish all necessary information to CyberGuard relating to such event. In the Proxy Statement, ARCA shall present this Agreement and the Merger for approval by the holders of ARCA Common Stock and ARCA Preferred Stock either by written consent or at the special meeting of ARCA Shareholders relating to the Merger, include the recommendation of ARCA's Board of Directors to its Shareholders that they vote in favor of the Agreement and the Merger and include any description of the availability of dissenters' rights required by applicable law. ARCA shall provide CyberGuard and its counsel with a reasonable opportunity to review, comment upon and approve the Proxy Statement. ARCA covenants to CyberGuard that it will distribute the Proxy Statement so that any of such documents would not include any misstatement of only to recipients who also receive a material fact or omit to state any material fact necessary to make the statements therein, in light copy of the circumstances under CyberGuard Disclosure Materials concurrently therewith and that the Proxy Statement will contain a conspicuous statement in substantially the following form: THIS PROXY STATEMENT IS BEING DISTRIBUTED TOGETHER WITH THE CYBERGUARD DISCLOSURE MATERIALS IN CONNECTION WITH THE MERGER DESCRIBED HEREIN. THE CYBERGUARD DISCLOSURE MATERIALS CONTAIN IMPORTANT INFORMATION CONCERNING CYBERGUARD CORPORATION AND SHOULD BE READ TOGETHER WITH THIS PROXY STATEMENT PRIOR TO MAKING A DECISION TO VOTE ON THE MERGER. IF YOU HAVE RECEIVED THIS PROXY STATEMENT WITHOUT THE ACCOMPANYING CYBERGUARD DISCLOSURE MATERIALS PLEASE CONTACT ARCA SYSTEMS, INC. IMMEDIATELY AND A COPY OF SUCH MATERIALS WILL BE PROVIDED TO YOU FREE OF CHARGE. In addition, any form of proxy or written consent which they were made, not misleading, is provided to holders of ARCA's securities for use in voting upon or consenting to this Agreement and the party which discovers such information shall promptly notify Merger will contain an acknowledgment that the other party hereto and, to stockholder executing the extent required by applicable Laws, an appropriate amendment or supplement describing such information shall be promptly filed with proxy has received and reviewed the SEC and disseminated to the stockholders of ParentCyberGuard Disclosure Materials.

Preparation of Proxy Statement. Except to the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10, the following provisions of this Section 8.9 shall apply: (a) As promptly as reasonably practicable following after the date hereofof this Agreement, Parent the Company shall prepare and file with the SEC proxy materials reasonably acceptable to Buyer relating to obtaining the Required Parent Vote (such proxy materials, and any amendments or supplements thereto, the "Proxy Statement"). Parent shall, within one business day after receipt thereof, provide Buyer copies of any written comments and advise Buyer of any oral comments with respect The Company will use reasonable best efforts to cause the Proxy Statement received from to be disseminated to the SECholders of the Shares, as and to the extent required by applicable federal securities Laws. Subject to Section 5.2, the Proxy Statement will contain the Company Recommendation. (b) Parent and Merger Sub will provide for inclusion or incorporation by reference in the Proxy Statement of all required information regarding Parent and Merger Sub. Parent and its counsel shall cooperate and provide Buyer with a be given reasonable opportunity to review and comment on the Proxy Statement, or any amendment or supplement to the Proxy Statement prior to filing thereto (other than amendments or supplements thereto in compliance with Section 5.2), before such is filed with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent and its counsel. In addition, the Company will provide Buyer Parent and its counsel with a copy of all such filings made (i) any comments or communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement respect to the Proxy Statement promptly after the receipt of such comments or other communications, and (ii) the reasonable opportunity to participate in the Company’s response to those comments or communications and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (c) Each of the Company, Parent and Merger Sub agrees to promptly (i) correct any information provided by it for use in the Proxy Statement if and to the extent relating to that such information on Buyer shall be made without have become false or misleading in any material respect and (ii) supplement the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will cause information provided by it specifically for use in the Proxy Statement to be mailed to Parent's stockholders as promptly as practicable after it has been cleared by the SEC. The Proxy Statement shall conform to all applicable Laws. Parent will advise Buyer, promptly after it receives notice thereof, of the time when the Proxy Statement is cleared by the SEC or any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Effective Time include any information relating to Parent or any of its Affiliates, officers or directors, or the Transaction is discovered by Parent or Buyer which should be set forth that shall become necessary in an amendment or supplement to the Proxy Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary order to make the statements thereinin the Proxy Statement, in light of the circumstances under which they were made, not misleading. The Company further agrees to cause the Proxy Statement as so corrected or supplemented to be filed with the SEC and to be disseminated to the holders of the Shares, the party which discovers such information shall promptly notify the other party hereto and, in each case as and to the extent required by applicable federal securities Laws, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Parent.

Preparation of Proxy Statement. Except to (a) As soon as practicable after the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10, the following provisions execution of this Section 8.9 shall apply: As promptly as reasonably practicable following the date hereofAgreement, Parent Company shall prepare and file cause to be filed with the SEC preliminary proxy materials (the “Proxy Statement”) for the solicitation of approval of the shareholders of Company of the Contemplated Transactions (the “Shareholder Approval”) and such other matters as Company and Parent may reasonably acceptable agree. Subject to Buyer compliance by Parent with its covenants in Section 6.2, Company shall cause the Proxy Statement related thereto to comply in all material respects with applicable law and the rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff and shall use reasonable best efforts to cause the Proxy Statement to be mailed to Company’s shareholders as promptly as practicable. Each party shall promptly furnish to the other party all information concerning itself, its shareholders and its affiliates that may be required or reasonably requested in connection with any action contemplated by this Section. If any event relating to obtaining any party occurs, or if any party becomes aware of any information, that should be disclosed in an amendment or supplement to the Required Proxy Statement, then such party shall inform the other thereof and shall cooperate with the other in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of Company. The Proxy Statement shall include the recommendations of the Board of Directors of Company in favor of Shareholder Approval. Parent Vote and its advisors shall have a reasonable opportunity to review and comment on the proxy materials prior to any filing with the SEC. (such proxy materials, b) Company will notify Parent promptly of the receipt of any comments from the SEC or its staff or any other government official and of any requests by the SEC or its staff or any other government official for amendments or supplements thereto, the "Proxy Statement"). Parent shall, within one business day after receipt thereof, provide Buyer copies of any written comments and advise Buyer of any oral comments with respect to the Proxy Statement received from or for additional information, and will supply Parent with copies of all such comments and any correspondence between Company and its representatives, and the SECSEC or its staff or any other government official with respect thereto. If at any time prior to the Closing Date, any event shall occur that should be set forth in an amendment of, or a supplement to, the Proxy Statement, Company agrees promptly to prepare and file such amendment or supplement and to distribute such amendment or supplement as required by applicable law, including mailing such supplement or amendment to the shareholders of Company. Parent and its advisors shall cooperate and provide Buyer with have a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to any filing such with the SEC, and will provide Buyer with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement to the Proxy Statement to the extent relating to information on Buyer shall be made without the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will cause the Proxy Statement to be mailed to Parent's stockholders as promptly as practicable after it has been cleared by the SEC. The Proxy Statement shall conform to all applicable Laws. Parent will advise Buyer, promptly after it receives notice thereof, of the time when the Proxy Statement is cleared by the SEC or any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Effective Time any information relating to Parent or any of its Affiliates, officers or directors, or the Transaction is discovered by Parent or Buyer which should be set forth in an amendment or supplement to the Proxy Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by applicable Laws, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Parent.

Preparation of Proxy Statement. Except to the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10, the following provisions of this Section 8.9 (a) Company shall apply: As as promptly as reasonably practicable following the date hereofof this Agreement (but in no event later than ten (10) Business Days following the date of this Agreement (or such later date as Company and Buyer may mutually agree)) prepare, Parent shall prepare in consultation with Buyer, and file with the SEC proxy materials reasonably acceptable the Proxy Statement in preliminary form. Company shall use all reasonable efforts to have the Proxy Statement be cleared by the SEC and its staff under the Exchange Act as promptly as practicable after such filing. Company shall promptly notify Buyer relating to obtaining upon the Required Parent Vote (such proxy materials, and receipt of any oral or written comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements thereto, the "Proxy Statement"). Parent shall, within one business day after receipt thereof, provide Buyer copies of any written comments and advise Buyer of any oral comments with respect to the Proxy Statement received from and shall promptly provide Buyer with copies of all written correspondence and a summary of all oral communications between it, on the SECone hand, and the SEC and its staff, on the other hand, relating to the Proxy Statement. Parent Company shall cooperate with and provide Buyer with a reasonable opportunity to review and comment on the Proxy Statement and any amendment substantive correspondence (including responses to SEC or supplement staff comments), amendments or supplements to the Proxy Statement prior to filing such with the SECSEC or otherwise responding to the SEC or staff, consider such comments in good faith, and will shall provide to Buyer with a copy of all such filings made with the SEC. Notwithstanding Company shall use commercially reasonable efforts (with the assistance of, and after consultation with, Buyer and its counsel as provided by this Section 6.2(a)) to respond as promptly as reasonably practicable to any other provision herein to comments from the contrary, no amendment or supplement SEC with respect to the Proxy Statement and Company shall use commercially reasonable efforts to the extent relating to information on Buyer shall be made without the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will cause have the Proxy Statement to be mailed to Parent's stockholders as promptly as practicable after it has been cleared by the SEC. The Proxy Statement shall conform to all applicable Laws. Parent will advise Buyer, promptly after it receives notice thereof, of the time when the Proxy Statement is cleared by the SEC as promptly as reasonably practicable. No filing or any request mailing of, or amendment or supplement to, the Proxy Statement will be made by Company without providing Buyer and its counsel a reasonable opportunity to review and comment thereon (which reasonable and timely comments shall be considered by Company in good faith). (b) Buyer shall cooperate with Company in the SEC for amendment preparation of the Proxy Statement. If at Statement and shall furnish to Company all information reasonably requested as may be reasonably necessary or advisable in connection with the Proxy Statement or any time prior to the Effective Time any information relating to Parent other filing or application made by or on behalf of Company or any of its Affiliates, officers or directors, or Consolidated Subsidiaries to any Governmental Entity in connection with the Transaction is discovered by Parent or Buyer which should be set forth in an amendment or supplement Merger and the other Transactions. Prior to the Proxy Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements thereinEffective Time, in light of the circumstances under which they were made, not misleading, the each party which discovers such information hereto shall promptly notify the other party hereto andupon becoming aware of any event or circumstance that is required to be described in an amendment to the Proxy Statement or in a supplement to the Proxy Statement. (c) The Company agrees to supplement, update and correct any information provided by it for use in the Proxy Statement if and to the extent required by applicable Laws, an appropriate amendment or supplement describing that such information is or shall be have become incomplete, false or misleading promptly filed with the SEC and disseminated to the stockholders after becoming aware of Parentany such fact.

Preparation of Proxy Statement. Except (a) As soon as reasonably practicable after the date of this Agreement and subject to the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10, the following remaining provisions of this Section 8.9 shall apply: As 6.3, and in any event, within fifteen (15) Business Days after the date of this Agreement, Seller will prepare, after reasonable consultation with Buyer, and cause to be filed with the SEC a proxy statement in preliminary form relating to the Stockholders’ Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”). Subject to Section 6.2, the Proxy Statement will contain Seller Board Recommendation. Buyer will furnish all information concerning Buyer and their respective Affiliates as Seller or its Representatives may reasonably request in connection with the preparation of the Proxy Statement. Buyer and Seller will each use commercially reasonable efforts to have the SEC confirm that it has no further comments on the Proxy Statement as promptly as reasonably practicable following the date hereof, Parent shall prepare and file with the SEC proxy materials reasonably acceptable after such filing. Seller will use reasonable best efforts to Buyer relating to obtaining the Required Parent Vote (such proxy materials, and any amendments or supplements thereto, the "Proxy Statement"). Parent shall, within one business day after receipt thereof, provide Buyer copies of any written comments and advise Buyer of any oral comments with respect to cause the Proxy Statement received from to be mailed to the SECstockholders of Seller as promptly as reasonably practicable after the date on which the SEC confirms that it does not plan to review or it has no further comments on the Proxy Statement. Parent Seller shall cooperate with and provide keep Buyer informed on a reasonably current basis regarding its solicitation efforts and voting results following dissemination of the definitive Proxy Statement. For the avoidance of doubt, Seller will not file the Proxy Statement or any other required filing in connection with the transactions contemplated under this Agreement without providing Buyer and its counsel a reasonable opportunity to review and comment on such document. (b) Seller will, as promptly as reasonably practicable, notify Buyer of (i) the receipt of any comments from the SEC and all other written correspondence and oral communications with the SEC relating to the Proxy Statement or the transactions contemplated by this Agreement and (ii) any request by the SEC for any amendment or supplement to the Proxy Statement prior to filing such or for additional information with the SECrespect thereto, and will and, in each case, shall provide Buyer with a copy copies of all such filings made correspondence between it or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement respect to the Proxy Statement or any other related filing or the transactions contemplated hereunder. (c) Except with respect to the extent relating any disclosure or communication that relates to information a Seller Takeover Proposal or a Seller Adverse Recommendation Change, Seller will provide Buyer a reasonable opportunity to review and comment on Buyer shall be made without the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will cause the Proxy Statement or any response to be mailed comments received from the SEC in respect thereof (including the proposed final version of such document or response) and will consider in good faith any comments thereon made by Buyer or its counsel; provided, that any statement regarding Buyer or any of its Affiliates contained in such documents or responses shall require the prior written consent of Buyer. (d) Seller agrees, as to Parent's stockholders as promptly as practicable after it has been cleared by itself and its Controlled Affiliates (including the SEC. The Proxy Statement shall conform to all applicable Laws. Parent will advise BuyerAcquired Entity), promptly after it receives notice thereof, that none of the time when information included by it or any of its Controlled Affiliates (including the Acquired Entity) for inclusion or incorporation by reference in the Proxy Statement is cleared by the SEC will contain any untrue statement of a material fact or omit to state any request by the SEC for amendment of the Proxy Statementmaterial fact. If If, at any time prior to the Effective Time receipt of Stockholder Approval, any information relating to Parent Seller or Buyer, or any of its their respective Affiliates, officers or directors, or the Transaction is should be discovered by Parent Seller or Buyer which which, in the reasonable judgment of Seller or Buyer, as the case may be, should be set forth in an amendment of, or a supplement to to, the Proxy Statement Statement, so that any of such documents would not include contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which that discovers such information shall promptly notify the other party hereto parties hereto, and Seller and Buyer shall cooperate in the prompt filing with the SEC of any necessary amendment of, or supplement to, the Proxy Statement and, to the extent required by applicable LawsLaw, an appropriate in disseminating the information contained in such amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of ParentSeller. Nothing in this Section 6.3(d) shall limit the rights or obligations of any party under any other paragraph of this Section 6.3. (e) All documents that Seller is responsible for filing with the SEC in connection with the transactions contemplated hereunder will comply as to form and substance in all material respects with the applicable requirements of the Exchange Act.

Preparation of Proxy Statement. Except Each of the Company and Parent shall cooperate with each other in the preparation of the Proxy Statement (including the preliminary Proxy Statement) and any amendment or supplement to the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10, the following provisions of this Section 8.9 preliminary Proxy Statement. The Company shall apply: As promptly as reasonably practicable following the date hereof, Parent shall prepare and file with the SEC proxy materials a preliminary Proxy Statement (and in any event no later than 30 days following the date of this Agreement); provided, however, that the Company shall furnish such preliminary Proxy Statement to Parent and give Parent and its legal counsel a reasonable opportunity to review such preliminary Proxy Statement prior to filing with the SEC and shall accept all reasonable additions, deletions or changes suggested by Parent in connection therewith. The Company shall notify Parent of the receipt of any comments of the SEC staff with respect to the preliminary Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent, 39 as promptly as reasonably acceptable to Buyer relating to obtaining the Required Parent Vote (such proxy materialspracticable, and any amendments or supplements thereto, the "Proxy Statement"). Parent shall, within one business day after receipt thereof, provide Buyer copies of all written correspondence between the Company or any written comments representative of the Company and advise Buyer of any oral comments the SEC with respect to the Proxy Statement Statement. If comments are received from the SEC staff with respect to the preliminary Proxy Statement, the Company shall respond as promptly as reasonably practicable to the comments of the SEC. The Company shall provide Parent shall cooperate and provide Buyer its legal counsel with a reasonable opportunity to review and comment on any amendment or supplement to each of the preliminary and the definitive Proxy Statement prior to filing such with the SECSEC and shall accept all reasonable additions, and will deletions or changes suggested by Parent in connection therewith. Parent shall promptly provide Buyer the Company with a copy of all such filings made with the SEC. Notwithstanding any other provision herein information as may be required to the contrary, no amendment or supplement to be included in the Proxy Statement or as may be reasonably required to respond to any comment of the extent relating SEC staff. After all the comments received from the SEC have been cleared by the SEC staff and all information required to information on Buyer be contained in the Proxy Statement has been included therein by the Company, the Company shall be made without file the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will definitive Proxy Statement with the SEC and cause the Proxy Statement to be mailed to Parent's stockholders (including by electronic delivery if permitted) as promptly as practicable after it has been cleared reasonably practicable, to its stockholders of record, as of the record date established by the SEC. The Proxy Statement shall conform to all applicable Laws. Parent will advise Buyer, promptly after it receives notice thereof, Board of Directors of the time when the Proxy Statement is cleared by the SEC or any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Effective Time any information relating to Parent or any of its Affiliates, officers or directors, or the Transaction is discovered by Parent or Buyer which should be set forth in an amendment or supplement to the Proxy Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by applicable Laws, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of ParentCompany.

Preparation of Proxy Statement. Except to the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10, the following provisions of this Section 8.9 shall apply: (a) As promptly as reasonably practicable following after the execution of this Agreement (and in any event within twenty Business Days of the date hereofhereof subject to the first three sentences of Section 7.1(b)), Parent the Company shall prepare (with the assistance of Parent and Carve-out Buyer) and file with the SEC proxy materials reasonably acceptable the Proxy Statement, which shall, subject to Buyer relating to obtaining Section 6.2, include the Required Parent Vote (such proxy materialsCompany Recommendation, and shall use reasonable best efforts to respond (with the assistance of Parent and Carve-out Buyer) as promptly as practicable to any amendments or supplements thereto, comments by the "Proxy Statement"). Parent shall, within one business day after receipt thereof, provide Buyer copies SEC staff in respect of any written comments and advise Buyer of any oral comments with respect to the Proxy Statement received from and to cause the SEC. definitive Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the date of this Agreement. (b) The Company will provide Parent shall cooperate and provide Carve-out Buyer with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to filing such with the SECfiling. Parent, Merger Sub and will provide Carve-out Buyer with a copy of all such filings made with the SEC. Notwithstanding any other provision herein shall furnish to the contraryCompany in writing all information that is required by the Exchange Act to be set forth in the Proxy Statement, no amendment concerning themselves and their Affiliates. The Company agrees that the Proxy Statement will describe the Carve-out Transaction in reasonable detail, which shall be subject to the reasonable satisfaction of Parent and Carve-out Buyer. The Company shall promptly notify Parent and Carve-out Buyer upon the receipt of any comments from the SEC or supplement its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide Parent and Carve-out Buyer with copies of all correspondence between it and its Representatives, on the one hand, and the SEC and its staff, on the other hand, relating to the extent relating Proxy Statement. The Company shall use its reasonable best efforts to information on Buyer shall be made without the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will cause the Proxy Statement to be mailed to Parent's stockholders holders of Company Common Stock as promptly as of the record date established for the Special Meeting at the earliest practicable time (which shall not be later than five Business Days after the date on which the SEC confirms that it has been cleared by the SEC. The Proxy Statement shall conform to all applicable Laws. Parent will advise Buyer, promptly after it receives notice thereof, of the time when no further comments on the Proxy Statement is cleared by if the SEC or any request by the SEC for amendment of determines to review the Proxy Statement). If at any time prior to the Effective Time Special Meeting there shall occur any information relating to Parent or any of its Affiliates, officers or directors, or the Transaction is discovered by Parent or Buyer which event that should be set forth in an amendment or supplement to the Proxy Statement so that any Statement, the Company shall promptly after becoming aware thereof inform Parent and Carve-out Buyer in writing of such documents would not fact or event and prepare (with the assistance of Parent and Carve-out Buyer) and mail to its stockholders such an amendment or supplement, in each case, to the extent required by applicable Law. Subject to applicable Law, and anything in this Agreement to the contrary notwithstanding, prior to filing or mailing the Proxy Statement or filing any other required filings (or, in each case, any amendment or supplement thereto), or responding to any comments to the SEC with respect thereto, the Company shall provide Parent, Carve-out Buyer and their respective counsel with a reasonable opportunity to review and comment on the Proxy Statement or to respond, and shall consider in good faith and include in such document or response comments reasonably proposed by Parent, Carve-out Buyer and their respective Representatives. (c) Each of the Company, Parent, Merger Sub and Carve-out Buyer agrees to promptly (i) correct any information provided by it specifically for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect and (ii) supplement the information provided by it specifically for use in the Proxy Statement to include any misstatement of a material fact or omit to state any material fact information that shall become necessary in order to make the statements thereinin the Proxy Statement, in light of the circumstances under which they were made, not misleading. The Company further agrees to cause the Proxy Statement as so corrected or supplemented promptly to be filed with the SEC and to be disseminated to the holders of the Shares, the party which discovers such information shall promptly notify the other party hereto and, in each case as and to the extent required by applicable Laws, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of ParentLaw.

Preparation of Proxy Statement. Except to the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10, the following provisions of this Section 8.9 shall apply: (a) As promptly as reasonably practicable following but in any event within thirty (30) days after the date hereof, Parent Parent, with the cooperation of Buyer, shall prepare and file with the SEC a proxy statement, together with the letter to stockholders, notice of meeting, form of proxy and any other materials reasonably acceptable required to be filed with the SEC in connection therewith, relating to the solicitation of proxies for the approval of the sale of the Purchased Assets to Buyer relating pursuant to obtaining the Required Parent Vote this Agreement by Parent’s stockholders (such proxy materials, and any amendments as amended or supplements theretosupplemented from time to time, the "“Proxy Statement"”). Parent shall, within one business day shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after such filing. Parent shall cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after the Proxy Statement is cleared by the SEC. (b) Parent shall promptly notify Buyer of (i) the receipt thereof, provide Buyer copies of any comments from the SEC and all other written comments correspondence and advise Buyer of any oral comments communications with respect the SEC relating to the Proxy Statement received from Statement, and (ii) any request by the SEC. Parent shall cooperate and provide Buyer with a reasonable opportunity to review and comment on SEC for any amendment or supplement to the Proxy Statement prior to filing such or for additional information with respect thereto. All filings by Parent with the SEC, and will provide Buyer with a copy of all such filings made SEC in connection with the SEC. Notwithstanding Contemplated Transactions, including the Proxy Statement and any other provision herein to the contrary, no amendment or supplement thereto, and all mailings to Parent’s stockholders in connection with the Contemplated Transactions, shall be subject to the Proxy Statement to the extent relating to information on Buyer shall be made without the approval prior review and comment of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will cause the Proxy Statement to be mailed to Parent's stockholders as promptly as practicable after it has been cleared Any filings by the SEC. The Proxy Statement shall conform to all applicable Laws. Parent will advise Buyer, promptly after it receives notice thereof, of the time when the Proxy Statement is cleared by the SEC or any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Effective Time any information relating to Parent or any of its Affiliates, officers or directors, or the Transaction is discovered by Parent or Buyer which should be set forth in an amendment or supplement to the Proxy Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by applicable Laws, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated in connection with the Contemplated Transactions shall be subject to the stockholders prior review and comment of Parent.

Preparation of Proxy Statement. Except to the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10, the following provisions of this Section 8.9 shall apply: As promptly soon as reasonably practicable practicable, but in any event within 28 days following the date hereof, Parent shall Target shall, with the assistance and approval (not to be unreasonably withheld or delayed) of Zoetis prepare and file with the SEC a proxy materials reasonably acceptable to Buyer statement, which shall include the Scheme Document (as may be amended or supplemented, the “Proxy Statement”), relating to obtaining the Required Parent Vote (matters to be submitted to the Target Shareholders at the Scheme Meeting and the EGM. Target shall use all reasonable endeavours to resolve all SEC comments and have the Proxy Statement cleared by the SEC as promptly as is reasonably practicable following filing with the SEC and to mail the Proxy Statement to its shareholders as promptly as is reasonably practicable after such proxy materialsclearance, and any amendments or supplements thereto, to the "Proxy Statement")extent required by applicable Law. Parent Target shall, within one business day as promptly as is reasonably practicable after receipt thereof, provide Buyer Zoetis with copies of any written comments and advise Buyer Zoetis of any oral comments with respect to the Proxy Statement received from the SEC. Parent Each Party shall cooperate and Target shall provide Buyer Zoetis with a reasonable opportunity (which shall not be less than two Business Days from receipt of written notice from Target) to review and comment on any amendment or supplement to the Proxy Statement prior to filing such with the SEC, which comments shall be reasonably considered by Target, and Target will provide Buyer Zoetis with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement to the Proxy Statement SEC (to the extent relating to information on Buyer shall be not otherwise made without the approval of Buyer, which approval shall not be unreasonably withheld or delayedpublicly available). Parent will cause the Proxy Statement to be mailed to Parent's stockholders as promptly as practicable after it has been cleared by the SEC. The Proxy Statement shall conform to all applicable Laws. Parent Target will advise BuyerZoetis, promptly after it receives notice thereof, of the time when the Proxy Statement is cleared by the SEC or any request by the SEC for amendment clearance of the Proxy Statement. If If, at any time prior to the Effective Time any information relating to Parent or any of its AffiliatesTime, officers or directors, or the Transaction is discovered by Parent or Buyer which should be set forth in an amendment or supplement to the Proxy Statement is necessary so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information Target shall promptly notify the other party hereto Zoetis and, to the extent required by applicable Laws, Law an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and and, to the extent required by Law, disseminated to the stockholders Target Shareholders. To the extent that clearance of Parentthe Proxy Statement by the SEC might require that waivers and/or derogations in respect of the Takeover Rules be sought and obtained from the Panel, following discussion with Zoetis, Target shall make a submission for such waiver or derogation at the earliest opportunity after having provided Zoetis with a reasonable opportunity to review and comment on such submission, which comments shall be reasonably considered and accommodated by Target.

Preparation of Proxy Statement. Except to the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10, the following provisions of this Section 8.9 shall apply: As promptly soon as reasonably practicable following the date hereofof this Agreement, Parent Earthstone shall prepare and file with the SEC a proxy materials reasonably acceptable statement containing the information specified in Schedule 14A of the Exchange Act to Buyer relating obtain Stockholder Approval (the “Proxy Statement”) in preliminary form. Earthstone will endeavor to obtaining provide copies of the Required Parent Vote (proposed Proxy Statement to Seller such proxy materialsthat Seller and its representatives are afforded a reasonable amount of time prior to the dissemination or filing thereof to review such material and comment thereon in good faith prior to such dissemination or filing, and Earthstone shall reasonably consider in good faith any amendments or supplements thereto, the "Proxy Statement"). Parent shall, within one business day after receipt thereof, provide Buyer copies comments of any written comments such Persons and advise Buyer of any oral shall make Earthstone’s representatives available to discuss such comments with respect such Persons. Earthstone shall use its reasonable best efforts to have the Proxy Statement received from cleared for use under the SECExchange Act as promptly as practicable after such filing. Parent Earthstone shall cooperate and provide Buyer with a use its reasonable opportunity best efforts to review and comment on any amendment or supplement to the Proxy Statement prior to filing such with the SEC, and will provide Buyer with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement to the Proxy Statement to the extent relating to information on Buyer shall be made without the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will cause the Proxy Statement to be mailed to Parent's stockholders the Earthstone Stockholders as promptly as practicable after it has been cleared by the clearance is received from the SEC. The Proxy Statement Earthstone shall conform use commercially reasonable efforts to all applicable Laws. Parent will advise Buyer, promptly after it receives notice thereof, keep Seller informed throughout the process of the time when the Proxy Statement is cleared by the SEC or any request by the SEC for amendment filing of the Proxy Statement. If at any time prior to the Effective Time Closing Date any information relating to Parent Buyer or Seller, or any of its their respective Affiliates, officers directors or directorsofficers, or the Transaction is discovered by Parent or Buyer which any Party that should be set forth in an amendment or supplement to the Proxy Statement so that any of such documents it would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which Party that discovers such information shall promptly notify the other party Parties hereto and, to the extent required by applicable Laws, and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and and, to the extent required by applicable Law, disseminated to the stockholders Earthstone Stockholders. Earthstone shall notify Seller of Parentthe receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information. After the Execution Date, Buyer shall commence preparation of a draft of the registration statement with respect to the Stock Consideration in a manner consistent with the Registration Rights Agreement.

Preparation of Proxy Statement. Except to Schedule 13E-3; Stockholders Meeting. (a) Each of the extent the Company, Purchaser and Parent Stockholders Meeting is not required pursuant to Section 8.10, the following provisions of this Section 8.9 shall apply: As promptly as reasonably soon as practicable following the date hereof, Parent shall hereof prepare and file with the SEC proxy materials reasonably acceptable to Buyer relating to obtaining the Required Parent Vote (such proxy materials, Schedule 13E-3 and any amendments or supplements thereto, the "Proxy Statement"). Parent shall, within one business day after receipt thereof, provide Buyer copies of any written comments Company shall as soon as practicable following the date hereof prepare and advise Buyer of any oral comments file with respect to the SEC the Proxy Statement received from the SEC. Parent shall cooperate and provide Buyer with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to filing such with the SECin preliminary form, and will provide Buyer with a copy each of all such filings made with the SEC. Notwithstanding any other provision herein Company and Purchaser shall use its reasonable best efforts to the contrary, no amendment or supplement to the Proxy Statement to the extent relating to information on Buyer shall be made without the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will cause the Proxy Statement to be mailed to Parent's stockholders respond as promptly as practicable after it has been cleared by the SEC. The Proxy Statement shall conform to all applicable Laws. Parent will advise Buyer, promptly after it receives notice thereof, any comments of the time when SEC with respect thereto. Each of the Proxy Statement is cleared by Company, Purchaser and Parent shall notify the others promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendment amendments or supplements to the Schedule 13E-3 and the Proxy Statement or for additional information and shall supply the others with copies of all correspondence between it or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Schedule 13E-3 and the Proxy Statement, as applicable. If at any time prior to receipt of the Effective Time Company Requisite Vote there shall occur any information relating to Parent or any of its Affiliates, officers or directors, or the Transaction is discovered by Parent or Buyer which event that should be set forth in an amendment or supplement to the Proxy Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingStatement, the party which discovers such information Company shall promptly notify the other party hereto andprepare and mail to its stockholders such an amendment or supplement. The Company shall not mail any Proxy Statement, to the extent required by applicable Laws, an appropriate or any amendment or supplement describing such information thereto, to which Purchaser reasonably objects. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company's stockholders as promptly filed as practicable after filing with the SEC SEC. (b) The Company shall as soon as practicable following the date hereof, duly call, give notice of, convene and disseminated hold a meeting of its stockholders (the "Company Stockholders Meeting") for the purpose of seeking the approval by the holders of Common Stock of this Agreement and the Merger. The Proxy Statement shall include a description of the recommendations referred to in Section 3.03(b), and neither the Company Board nor any committee thereof shall withdraw or modify, or propose to withdraw or modify such recommendations or related approval; provided, however, that the Company Board may determine to withdraw or modify such recommendations if the Company Board determines in good faith, after consulting with outside legal counsel and the Financial Advisor, that such withdrawal or modification necessary to do so to act in a manner consistent with its fiduciary duties to the Company's stockholders under applicable law. Without limiting the generality of Parentthe foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 6.01(b) shall not be affected by the withdrawal or modification by either the Company Board or the Evaluation Committee of its approval or recommendation of this Agreement or the Merger. (c) Purchaser and Parent shall cause all shares of Common Stock owned by it and all of its affiliates (other than the Company and the Company Subsidiaries) to be voted in favor of the approval of this Agreement and the Merger. Parent shall cause all shares of Purchaser Common Stock owned by Parent and persons comprising the Parent Group (other than the Company and the Company Subsidiaries) to be voted in favor of the approval of this Agreement and the Merger.

Preparation of Proxy Statement. Except to the extent the The Company, after providing Parent Stockholders Meeting is not required pursuant to Section 8.10, the following provisions of this Section 8.9 shall apply: As promptly as reasonably practicable following the date hereof, Parent shall prepare and file with the SEC proxy materials reasonably acceptable to Buyer relating to obtaining the Required Parent Vote (such proxy materials, and any amendments or supplements thereto, the "Proxy Statement"). Parent shall, within one business day after receipt thereof, provide Buyer copies of any written comments and advise Buyer of any oral comments with respect to the Proxy Statement received from the SEC. Parent shall cooperate and provide Buyer with a reasonable opportunity to review and comment on any amendment or supplement comment, shall prepare and file a preliminary proxy statement to be used in connection with the Company Shareholder Meeting (the “Proxy Statement”) with the SEC as soon as reasonably practicable following the date of this Agreement. The Company shall use its reasonable best efforts to have the Proxy Statement prior to filing such with cleared by the SEC, and will provide Buyer with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement to the Proxy Statement to the extent relating to information on Buyer shall be made without the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will cause the Proxy Statement to be mailed to Parent's stockholders SEC as promptly as practicable after it has been cleared filing. The Company shall notify Parent promptly of the receipt of any written or oral comments from the SEC or its staff and of any request by the SECSEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent 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 Proxy Statement. The Proxy Statement Company shall conform prepare written responses, after providing Parent with a reasonable opportunity to all applicable Lawsreview and comment, with respect to such written comments. Parent The Company will advise Buyer, Parent promptly after it receives notice thereof, of the time when that the Proxy Statement is has been cleared by the SEC or any request by the SEC for amendment of the Proxy Statement. The Company and Parent shall each use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. To the extent permitted by Law, the Company shall cause the Proxy Statement to be mailed to the Company’s shareholders as promptly as practicable after the date the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement. If at any time prior to the Effective Time Company Shareholder Meeting there shall occur any information relating to Parent event (including discovery of any fact, circumstance or event by any of its Affiliates, officers or directors, or the Transaction is discovered by Parent or Buyer which party hereto) that should be set forth in an amendment or supplement to the Proxy Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingStatement, the party which discovers such information shall promptly notify the other party parties hereto andand the Company shall promptly prepare and mail to its shareholders such an amendment or supplement, in each case to the extent required by applicable Laws, an appropriate Law. Parent shall cooperate with the Company in the preparation of the Proxy Statement or any amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Parentthereto.

Preparation of Proxy Statement. Except to the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10, the following provisions of this Section 8.9 shall apply: (a) As promptly as reasonably practicable following the date hereofAgreement Date, Parent shall the Company will prepare and file with the SEC proxy materials the preliminary form of the Proxy Statement. The Company shall use reasonable best efforts to cause the Proxy Statement to comply as to form and substance in all material respects with the requirements of applicable Law. The Parent Parties and the Company will reasonably acceptable cooperate with one another in connection with the preparation of the Proxy Statement. The Parent Parties will furnish all information concerning the Parent Parties, SJL and their Affiliates as is required to Buyer be included in the Proxy Statement. The Company will use reasonable best efforts to cause the Proxy Statement to be mailed to the shareholders of the Company as promptly as reasonably practicable after the Proxy Statement is cleared by the SEC. Subject to Section 5.2, the Proxy Statement will contain the Company Recommendation. (b) Each of the Parent and the Company will as promptly as reasonably practicable notify the other of (i) the receipt of any comments from the SEC and all other written correspondence and oral communications with the SEC relating to obtaining the Required Parent Vote (such proxy materialsProxy Statement, and (ii) any amendments request by the SEC for any amendment or supplements supplement to the Proxy Statement or for additional information with respect thereto, . (c) The Parent Parties and the "Proxy Statement"). Parent shall, within one business day after receipt thereof, provide Buyer copies Company will each use reasonable best efforts to efforts to respond as promptly as reasonably practicable to any (written or oral) comments of any written comments and advise Buyer of any oral comments the SEC with respect to the Proxy Statement received from Statement. Except with respect to any disclosure or communication that relates to a Takeover Proposal or a Change in Recommendation, the SEC. Company will provide Parent shall cooperate and provide Buyer with a reasonable opportunity to review and comment on the Proxy Statement and any amendment or supplement thereto or any substantive response to comments received from the SEC in respect thereof (including the proposed final version of such document or response), in each case, prior to the Proxy Statement prior to filing such with the SECmailing or submission thereof, and will provide Buyer with a copy of all such filings give reasonable and good faith consideration to any comments thereon made with by Parent or its counsel. (d) Until the SEC. Notwithstanding any other provision herein to the contraryShareholder Approval is obtained, no amendment or supplement to the Proxy Statement to the extent relating to information on Buyer shall be made without the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will cause the Proxy Statement to be mailed to Parent's stockholders as promptly as practicable after it has been cleared by the SEC. The Proxy Statement shall conform to all applicable Laws. Parent will advise Buyer, promptly after it receives notice thereof, of the time when the Proxy Statement is cleared by the SEC or any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Effective Time if any information relating to the Company, a Parent Party, SJL or any of its their respective Affiliates, officers directors or directorsofficers, or the Transaction is discovered by the Company or a Parent or Buyer which Party that should be set forth in an amendment or supplement to the Proxy Statement so that any of such documents the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which Party that discovers such information shall will promptly notify the other party hereto Parties. The Company will promptly prepare and file with the SEC an appropriate amendment or supplement describing such information and, to the extent required by applicable federal securities Laws, an appropriate disseminate such amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders holders of ParentShares as of the record date established for the Shareholders Meeting.

Preparation of Proxy Statement. Except to the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10, the following provisions of this Section 8.9 shall apply: As promptly as reasonably practicable following after the date hereofhereof and receipt of all necessary information from the Partnership pursuant to the following sentence, Parent shall prepare and, after providing the Partnership a reasonable opportunity to review and comment and considering in good faith any comments provided by the Partnership, file with the SEC proxy materials the Proxy Statement in preliminary form. The Partnership shall cooperate with Parent in the preparation of the Proxy Statement and furnish all information concerning the Partnership that is required in connection with the preparation of the Proxy Statement (including, without limitation, audited consolidated financial statements of the Partnership for the past three (3) years plus unaudited consolidated interim financial statements through June 30, 2024 (subject to updating through September 30, 2024 if required at the time the Proxy Statement is mailed to the Parent Stockholders), in each case in a form that complies with the requirements of Schedule 14A under the Exchange Act and Rule 3-05 of Regulation S-X and the applicable interpretations of the SEC) or that is otherwise reasonably acceptable requested by Xxxxxx. As promptly as practicable after comments are received from the SEC or the staff of the SEC thereon and after the furnishing by the Partnership of all information concerning the Partnership required to Buyer relating be contained therein, Parent shall, in consultation with the Partnership, prepare and file any required amendments to obtaining the Required Proxy Statement with the SEC. Parent Vote (such proxy materials, shall notify the Partnership promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements theretoto the Proxy Statement or for additional information and shall consult with the Partnership regarding, and supply the "Proxy Statement"). Partnership with copies of, all correspondence between Parent shallor any of its Representatives, within on the one business day after receipt thereofhand, provide Buyer copies and the SEC or the staff of any written comments and advise Buyer of any oral comments the SEC, on the other hand, with respect to the Proxy Statement. Prior to filing or mailing the Proxy Statement received from or any proposed amendment of or supplement to the SEC. Proxy Statement, Parent shall cooperate and provide Buyer with the Partnership a reasonable opportunity to review and comment on such document and consider in good faith any amendment or supplement to the Proxy Statement prior to filing such with the SEC, and will provide Buyer with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement to the Proxy Statement to the extent relating to information on Buyer shall be made without the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will cause the Proxy Statement to be mailed to Parent's stockholders as promptly as practicable after it has been cleared comments provided by the SEC. The Proxy Statement shall conform to all applicable Laws. Parent will advise Buyer, promptly after it receives notice thereof, of the time when the Proxy Statement is cleared by the SEC or any request by the SEC for amendment of the Proxy StatementPartnership. If at any time prior to the Effective Time Parent Stockholder Meeting any information relating to Parent or the Partnership, or any of its their respective Affiliates, officers or directors, or the Transaction is should be discovered by Parent or Buyer the Partnership which should be set forth in an amendment or supplement to the Proxy Statement Statement, so that the Proxy Statement does not contain any of such documents would not include any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, the party which that discovers such information shall promptly notify the other party hereto andparties, to the extent required by applicable Laws, and an appropriate amendment or supplement describing such information promptly shall be promptly filed with the SEC and and, to the extent required by Applicable Law, disseminated to the stockholders of ParentParent Stockholders. Parent shall use reasonable best efforts to have the Proxy Statement cleared by the SEC (and the Partnership shall use reasonable best efforts to cooperate therewith) and shall promptly thereafter mail to the Parent Stockholders the Proxy Statement and all other proxy materials for the Parent Stockholder Meeting.

Preparation of Proxy Statement. Except to (a) As soon as practicable after the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10, the following provisions execution of this Section 8.9 shall apply: As promptly as reasonably practicable following the date hereofAgreement, Parent Company shall prepare and file cause to be filed with the SEC preliminary proxy materials (the “Proxy Statement”) for the solicitation of approval of the shareholders of Company of the Contemplated Transactions (the “Shareholder Approval”) and such other matters as Company and Parent may reasonably acceptable agree. Subject to Buyer compliance by Parent with its covenants in Section 6.2, Company shall cause the Proxy Statement related thereto to comply in all material respects with applicable law and the rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff and shall use reasonable best efforts to cause the Proxy Statement to be mailed to Company’s shareholders as promptly as practicable. Each party shall promptly furnish to the other party all information concerning itself, its shareholders and its affiliates that may be required or reasonably requested in connection with any action contemplated by this Section. If any event relating to obtaining any party occurs, or if any party becomes aware of any information, that should be disclosed in an amendment or supplement to the Required Proxy Statement, then such party shall inform the other thereof and shall cooperate with the other in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of Company. The Proxy Statement shall include the recommendations of the Board of Directors of Company in favor of Shareholder Approval. Parent Vote and its advisors shall have a reasonable opportunity to review and comment on the proxy materials prior to any filing with the SEC. (such proxy materials, b) Company will notify Parent promptly of the receipt of any comments from the SEC or its staff or any other government official and of any requests by the SEC or its staff or government official for amendments or supplements thereto, the "Proxy Statement"). Parent shall, within one business day after receipt thereof, provide Buyer copies of any written comments and advise Buyer of any oral comments with respect to the Proxy Statement received from or for additional information, and will supply Parent with copies of all such comments and any correspondence between Company and its representatives, and the SECSEC or its staff or any other government official with respect thereto. If at any time prior to the Closing Date, any event shall occur that should be set forth in an amendment of, or a supplement to, the Proxy Statement, Company agrees promptly to prepare and file such amendment or supplement and to distribute such amendment or supplement as required by applicable law, including mailing such supplement or amendment to the shareholders of Company. Parent and its advisors shall cooperate and provide Buyer with have a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to any filing such with the SEC, and will provide Buyer with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement to the Proxy Statement to the extent relating to information on Buyer shall be made without the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will cause the Proxy Statement to be mailed to Parent's stockholders as promptly as practicable after it has been cleared by the SEC. The Proxy Statement shall conform to all applicable Laws. Parent will advise Buyer, promptly after it receives notice thereof, of the time when the Proxy Statement is cleared by the SEC or any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Effective Time any information relating to Parent or any of its Affiliates, officers or directors, or the Transaction is discovered by Parent or Buyer which should be set forth in an amendment or supplement to the Proxy Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by applicable Laws, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Parent.

Preparation of Proxy Statement. Except to the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10, the following provisions of this Section 8.9 shall apply: As promptly as reasonably practicable following after the date hereofhereof (and in any event within fifteen Business Days), Parent shall prepare and file with the SEC proxy materials the preliminary Proxy Statement in form and substance reasonably acceptable satisfactory to each of Parent and Buyer relating to obtaining the Required transactions contemplated hereby. Subject to the terms of this Agreement, the Proxy Statement shall reflect the Recommendation and shall include a description of the other Board Actions. Buyer shall cooperate with Parent Vote in the preparation of the preliminary Proxy Statement and the definitive Proxy Statement and shall furnish to Parent the information relating to Buyer required by the Exchange Act. Parent shall use its commercially reasonable efforts, after consultation with Buyer (such proxy materialsand Buyer shall cooperate with Parent in good faith in connection therewith), to respond as promptly as practicable to any comments of the SEC and to cause the Proxy Statement in definitive form to be mailed to the Members at the earliest reasonably practicable time. Each of Parent and Buyer shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent that it shall have become false or misleading in any material respect. Parent agrees to take all steps necessary to cause the Proxy Statement as so corrected to be filed with the SEC and to be disseminated to holders of Units, in each case as, and to the extent, required by Legal Requirement. Parent shall promptly provide Buyer and its counsel with copies of any written comments, and shall inform them of any oral comments, that Parent or its counsel may receive from the SEC or its staff (including any request by the SEC or its staff for any amendments or supplements thereto, to the "preliminary Proxy Statement or the definitive Proxy Statement"). , and Parent shalland Buyer shall cooperate in filing with the SEC or its staff, within one business day after receipt thereofand, provide Buyer copies of any written comments and advise Buyer of any oral comments with respect to the Proxy Statement received from the SEC. if required, Parent shall cooperate mail to its members, as promptly as reasonably practicable, such amendment or supplement. Buyer and provide Buyer with its counsel shall be given a reasonable opportunity to review any written responses to such SEC comments and comment on any amendment or supplement Parent shall give due consideration to the Proxy Statement prior to filing such with the SECreasonable additions, deletions or changes suggested thereto by Buyer and will provide Buyer with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement to the Proxy Statement to the extent relating to information on Buyer shall be made without the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will cause the Proxy Statement to be mailed to Parent's stockholders as promptly as practicable after it has been cleared by the SECits counsel. The Proxy Statement shall conform to comply in all applicable Laws. Parent will advise Buyer, promptly after it receives notice thereof, material respects with requirements of the time when the Proxy Statement is cleared by the SEC or any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Effective Time any information relating to Parent or any of its Affiliates, officers or directors, or the Transaction is discovered by Parent or Buyer which should be set forth in an amendment or supplement to the Proxy Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by applicable Laws, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of ParentLegal Requirement.

Preparation of Proxy Statement. Except to the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10, the following provisions of this Section 8.9 shall apply: (a) As promptly as reasonably practicable following after the date hereofexecution of this Agreement, Parent Akcea shall prepare and file cause to be filed with the SEC a proxy materials reasonably acceptable to Buyer statement relating to obtaining the Required Parent Vote Company Proposals (such proxy materialsstatement, and any amendments or supplements thereto, the "“Proxy Statement"”). Parent shallIonis shall furnish all information concerning Ionis and its Affiliates to Akcea, within one business day after receipt thereof, provide Buyer copies as may be reasonably requested by Akcea to be included in the Proxy Statement and shall otherwise assist and cooperate with Akcea in the preparation of the Proxy Statement and the resolution of any written comments and advise Buyer of any oral comments with respect to the Proxy Statement received from the SEC. Parent Both Ionis and Akcea shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent such information becomes false or misleading in any material respect. Akcea shall notify Ionis upon the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement. Akcea shall use its reasonable best efforts to (i) respond as promptly as reasonably practicable to any comments received from the SEC concerning the Proxy Statement and to resolve such comments with the SEC, and (ii) to cause the Proxy Statement to be disseminated to its stockholders as promptly as reasonably practicable after the resolution of any such comments. (b) Akcea shall take all necessary actions in accordance with Applicable Law, the Certificate of Incorporation and Bylaws of Akcea and the rules of Nasdaq, to duly call, give notice of, convene and hold the Meeting for the purpose of obtaining the Stockholder Approval, as soon as reasonably practicable after the SEC confirms that it has no further comments on the Proxy Statement. Notwithstanding any provision of this Agreement to the contrary, Akcea may adjourn, recess or postpone the Meeting (i) to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the stockholders of Akcea within a reasonable amount of time in advance of the Meeting, (ii) if as of the time for which the Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Meeting or (iii) as may be required by Applicable Law. (c) If prior to the Closing any event occurs with respect to Ionis or any of its subsidiaries, or any change occurs with respect to other information supplied by Ionis for inclusion in the Proxy Statement, which is required to be described in an amendment of, or a supplement to, the Proxy Statement, Ionis shall promptly notify Akcea of such event or change, and Ionis and Akcea shall cooperate and provide Buyer in the prompt filing with a reasonable opportunity to review and comment on the SEC of any necessary amendment or supplement to the Proxy Statement prior to filing and, as required by Applicable Law, in disseminating the information contained in such with the SEC, and will provide Buyer with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement to the Proxy Statement to the extent relating to information on Buyer shall be made without the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will cause the Proxy Statement to be mailed to Parent's stockholders as promptly as practicable after it has been cleared by the SEC. The Proxy Statement shall conform to all applicable Laws. Parent will advise Buyer, promptly after it receives notice thereof, of the time when the Proxy Statement is cleared by the SEC or any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Effective Time any information relating to Parent or any of its Affiliates, officers or directors, or the Transaction is discovered by Parent or Buyer which should be set forth in an amendment or supplement to the Proxy Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by applicable Laws, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of ParentAkcea’s stockholders.

Preparation of Proxy Statement. Except to the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10, the following provisions of this Section 8.9 shall apply: As promptly as reasonably practicable following (but in any event within five (5) Business Days) after the Go-Shop Period End Date (or such earlier date hereofas the Company determines in its sole discretion), subject to the receipt from Parent and Merger Sub of the information described in the third sentence of this Section 6.6(c) (Preparation of Proxy Statement), the Company shall prepare and file with the SEC proxy materials reasonably acceptable to Buyer relating to obtaining the Required Parent Vote (such proxy materialsProxy Statement, and any amendments or supplements thereto, each of the "Proxy Statement"). Parent shall, within one business day after receipt thereof, provide Buyer copies of any written comments Company and advise Buyer of any oral comments with respect to the Proxy Statement received from the SEC. Parent shall cooperate and provide Buyer with a use its reasonable opportunity efforts to review and comment on any amendment or supplement to the Proxy Statement prior to filing such with the SEC, and will provide Buyer with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement to the Proxy Statement to the extent relating to information on Buyer shall be made without the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will cause the Proxy Statement to be mailed to Parent's stockholders respond as promptly as practicable after it has been cleared by to any comments of the SECSEC with respect thereto. The Subject to Section 6.4(e) (Change in Recommendation; Termination), the Proxy Statement shall conform to all applicable Lawsinclude the Company Board Recommendation. Parent will advise Buyer, and Merger Sub shall promptly after it receives notice thereof, of furnish to the time when Company all information concerning Parent and Merger Sub required to be set forth in the Proxy Statement is cleared or reasonably requested by the Company for inclusion therein. Each of Parent and Merger Sub shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect and to correct any material omissions therein. The Company shall notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendment amendments or supplements to the Proxy Statement or for additional information and shall make available to Parent copies of all correspondence between the Company and the SEC or its staff with respect to the Proxy Statement. If at any time prior to receipt of the Effective Time Required Company Stockholder Approval there shall occur any information relating to Parent or any of its Affiliates, officers or directors, or the Transaction is discovered by Parent or Buyer which event that should be set forth in an amendment or supplement to the Proxy Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingStatement, the party which discovers such information Company shall promptly notify the other party hereto and, prepare and mail to the extent required by applicable Laws, its stockholders such an appropriate amendment or supplement describing such information supplement. The Company shall be promptly cooperate with and provide Parent and its counsel a reasonable opportunity to review the Proxy Statement prior to its being filed with the SEC and disseminated shall provide Parent and their counsel a reasonable opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information prior to their being filed with, or sent to, the SEC. The Company shall give reasonable and good faith consideration to any comments made by Parent or its counsel. The Company shall use its reasonable efforts to cause the definitive Proxy Statement to be mailed to the Company’s stockholders of Parentas promptly as practicable (but in any event within ten (10) Business Days) after the SEC confirms that it has no further comments on the Proxy Statement.

Preparation of Proxy Statement. Except to the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10, the following provisions of this Section 8.9 shall apply: As promptly as reasonably practicable following the date hereof, Parent Xtrana shall prepare and file with the SEC proxy materials reasonably acceptable to Buyer relating to obtaining promptly after receiving the Required Parent Vote (such proxy materialsAIC Audited Financial Statement, and any amendments or supplements thereto, the "Proxy Statement"). Parent shall, within one business day after receipt thereof, provide Buyer copies of any written comments and advise Buyer of any oral comments with respect to the Proxy Statement received with such assistance from the SEC. Parent shall cooperate and provide Buyer with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to filing such with the SEC, and will provide Buyer with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement to the Proxy Statement to the extent relating to information on Buyer shall AIC as may be made without the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will cause the Proxy Statement to be mailed to Parent's stockholders as promptly as practicable after it has been cleared by the SEC. The Proxy Statement shall conform to all applicable Laws. Parent will advise Buyer, promptly after it receives notice thereof, of the time when the Proxy Statement is cleared by the SEC or any request by the SEC for amendment of the Proxy Statementrequired. If at any time prior to the Effective Time of the Merger any information relating to Parent or any of its Affiliates, officers or directors, or the Transaction is discovered by Parent or Buyer which event shall occur that should be set forth in an amendment or a supplement to the Proxy Statement so that any of Statement, Xtrana shall prepare and file with the SEC such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by applicable Laws, an appropriate amendment or supplement describing as soon thereafter as is reasonably practicable. Xtrana and AIC shall cooperate with each other in the preparation of the Proxy Statement, and Xtrana shall notify AIC of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to AIC promptly copies of all correspondence between the Xtrana or any representative of Xtrana and the SEC with respect to the Proxy Statement. Xtrana shall give AIC and its counsel reasonable opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC before their being filed with, or sent to, the SEC. Each of Xtrana and AIC agrees to use commercially reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such information shall be promptly filed with comments of and requests by the SEC and disseminated to cause the Proxy Statement to be mailed to the stockholders holders of ParentXtrana Common Stock entitled to vote at the Xtrana Stockholders' Meeting at the earliest practicable time.

Preparation of Proxy Statement. Except Subject to the extent fiduciary duties of the Parent Stockholders Meeting is not required pursuant to Section 8.10Board: (a) Radiant shall, the following provisions of this Section 8.9 shall apply: As promptly as soon as reasonably practicable following the date hereofpracticable, Parent shall prepare and file with the SEC proxy materials reasonably acceptable to Buyer relating to obtaining the Required Parent Vote (such proxy materials, and any amendments or supplements thereto, the "Proxy Statement"). Parent shall, within one business day after receipt thereof, provide Buyer copies a preliminary form of any written comments and advise Buyer of any oral comments with respect to the Proxy Statement received from (the SEC. Parent shall cooperate and provide Buyer “Preliminary Proxy Statement”) and: (i) file the Preliminary Proxy Statement with a the Commission; (ii) use reasonable opportunity efforts to review and comment on promptly prepare any amendment or supplement amendments to the Preliminary Proxy Statement prior required in response to filing such comments of the Commission or its staff or that Radiant with the SEC, advice of counsel deems necessary or advisable; and will provide Buyer with a copy of all such filings made with the SEC. Notwithstanding any other provision herein (iii) use reasonable efforts to the contrary, no amendment or supplement to the Proxy Statement to the extent relating to information on Buyer shall be made without the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will cause the Proxy Statement to be mailed to Parent's stockholders Radiant’s shareholders as promptly soon as reasonably practicable after it has been cleared by the SEC. The Preliminary Proxy Statement shall conform to all applicable Laws. Parent will advise BuyerStatement, promptly after it receives notice thereofas so amended, of the time when the Proxy Statement is cleared by the SEC Commission. After the Proxy Statement shall have been mailed to Radiant’s shareholders, Radiant, if required, shall promptly circulate amended or supplemental proxy material and, if required in connection therewith, resolicit proxies; provided, however, that no such amended or supplemental proxy material will be mailed by Radiant without consultation with and review by Shareholder and his counsel. In addition, Radiant shall: (i) promptly notify Shareholder of the receipt of the comments of the Commission and of any request by from the SEC Commission for amendment amendments or supplements to the Preliminary Proxy Statement or Proxy Statement or for additional information, and will promptly supply Shareholder and his outside counsel with copies of all written correspondence between Radiant or its representatives, on the one hand, and the Commission or members of its staff, on the other hand, with respect to the Preliminary Proxy Statement, the Proxy Statement. If , or the Separation or Exchange; and (ii) promptly inform Shareholder and his outside counsel if at any time prior to the Effective Time Shareholders’ Meeting any information relating event should occur that is required by applicable law to Parent or any of its Affiliates, officers or directors, or the Transaction is discovered by Parent or Buyer which should be set forth in an amendment of, or a supplement to to, the Proxy Statement, in which case, Radiant, in consultation with Shareholder and his outside counsel, will, upon learning of such event, promptly prepare and mail such amendment or supplement. (b) It is expressly understood and agreed that: (i) Shareholder and Radiant will consult with each other in connection with all aspects of the preparation, filing, and clearance by the Commission of the Proxy Statement so that and the Preliminary Proxy Statement (including any of such documents would not include any misstatement of a material fact and all amendments or omit supplements thereto); and (ii) Radiant shall give Shareholder and his outside counsel the reasonable opportunity to state any material fact necessary to make the statements therein, in light review and comment on each of the circumstances under which they were madeProxy Statement and Preliminary Proxy Statement prior to filing with the Commission and shall give Shareholder and his outside counsel the reasonable opportunity to review and comment on all amendments and supplements to each of the Proxy Statement, not misleadingand Preliminary Proxy Statement and all responses to requests for additional information and replies to comments prior to filing with the Commission. Each of Shareholder and Radiant agrees to use all reasonable efforts, after consultation with the party which discovers such information shall promptly notify the other party hereto andother, to respond promptly to all such comments of and requests by the extent required by applicable Laws, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of ParentCommission.

Preparation of Proxy Statement. Except to The Company, in consultation with Parent, shall prepare and file a proxy statement (together with any amendments or supplements thereto, and any other filings under the extent Exchange Act required in connection with the Parent Stockholders Meeting is not required pursuant to Section 8.10Merger, the following provisions of this Section 8.9 shall apply: As promptly “Proxy Statement“) with the SEC as soon as reasonably practicable following the date hereof, Parent of this Agreement. The Company shall prepare and file with use its reasonable best efforts to have the Proxy Statement cleared by the SEC proxy materials reasonably acceptable to Buyer relating to obtaining as promptly as practicable after filing. The Company shall notify Parent promptly of the Required Parent Vote (such proxy materials, receipt of any written or oral comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements thereto, to the "Proxy Statement"). Statement or for additional information and will supply Parent shall, within one business day after receipt thereof, provide Buyer with copies of all correspondence between the Company or any written comments of its representatives, on the one hand, and advise Buyer of any oral comments the SEC or its staff, on the other hand, with respect to the Proxy Statement received from or the SECtransactions contemplated by this Agreement. The Company shall consult with Parent shall cooperate and provide Buyer prepare written responses with a reasonable opportunity respect to review and comment on any such written comments. No amendment or supplement to the Proxy Statement prior to filing such shall be made, and no correspondence filed with the SECSEC with respect thereto, and will provide Buyer with a copy of all such filings made with by the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement to the Proxy Statement to the extent relating to information on Buyer shall be made Company without the approval consent of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will cause the Proxy Statement to be mailed to Parent's stockholders as promptly as practicable after it has been cleared by the SEC. The Proxy Statement shall conform to all applicable Laws. Parent Company will advise Buyer, Parent promptly after it receives notice thereof, of the time when that the Proxy Statement is has been cleared by the SEC or any request by the SEC for amendment of the Proxy Statement. To the extent permitted by Law, the Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the Proxy Statement has been cleared by the SEC. If at any time prior to the Effective Time Company Stockholder Meeting there shall occur any information relating to Parent event (including discovery of any fact, circumstance or event by any of its Affiliates, officers or directors, or the Transaction is discovered by Parent or Buyer which party hereto) that should be set forth in an amendment or supplement to the Proxy Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingStatement, the party which discovers such information shall promptly notify the other party parties hereto andand the Company shall promptly prepare and mail to its stockholders such an amendment or supplement, in each case to the extent required by applicable Laws, an appropriate Law. Parent shall cooperate with the Company in the preparation of the Proxy Statement or any amendment or supplement describing thereto, including by providing such information shall be promptly filed with as the SEC and disseminated to Company may reasonably request for inclusion in the stockholders of ParentProxy Statement.

Preparation of Proxy Statement. Except (a) Rymex, Xxrger Sub and Parent shall furnish to each other all information concerning such person or such person's business that is required by applicable Law to be included in the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10, the following provisions of this Section 8.9 shall apply: Proxy Statement. As promptly soon as reasonably practicable following after the date hereof, Parent shall but in any event not later than April 25, 2001, Rymex xxxll prepare and file with the SEC (after providing Merger Sub and Parent with a reasonable opportunity to review and comment thereon) preliminary proxy materials reasonably acceptable to Buyer relating to obtaining the Required Parent Vote Stockholders' Meeting (such proxy materials, and together with any amendments thereof or supplements thereto, the "Proxy Statement"). ) and shall use its best efforts to promptly respond to any comments of the staff ("Staff") of the SEC (after providing Merger Sub and Parent shall, within one business day after receipt thereof, provide Buyer copies of any written comments and advise Buyer of any oral comments with respect to the Proxy Statement received from the SEC. Parent shall cooperate and provide Buyer with a reasonable opportunity to review and comment on any amendment or supplement thereon) and to the Proxy Statement prior to filing such with the SEC, and will provide Buyer with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement to the Proxy Statement to the extent relating to information on Buyer shall be made without the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will cause the Proxy Statement to be mailed to Parent's stockholders Rymex'x xxxckholders as promptly as practicable after it has been cleared by the SEC. The Proxy Statement shall conform responding to all applicable Laws. Parent will advise Buyer, promptly after it receives notice thereof, such comments to the satisfaction of the time when Staff. Rymex xxxll notify Merger Sub and Parent promptly of the Proxy Statement is cleared by receipt of any comments from the SEC or and of any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Effective Time any information relating to Parent amendments or any of its Affiliates, officers or directors, or the Transaction is discovered by Parent or Buyer which should be set forth in an amendment or supplement supplements to the Proxy Statement so that or for additional information and shall supply Merger Sub with copies of all correspondence between Rymex xx any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement or the Merger. Rymex xxxl cause the Proxy Statement to comply in all material respects with the applicable provisions of the 1934 Act and the rules and regulations thereunder applicable to the Proxy Statement and the solicitation of proxies for the Stockholders' Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such documents would not include any misstatement of a material fact or omit information relating to state any material fact necessary it and its affiliates to make ensure that the statements therein, regarding the parties hereto and their affiliates and such transactions contained in light of the circumstances under which they were made, Proxy Statement will not misleading, on the party which discovers such information shall promptly notify date the other party hereto and, to the extent required by applicable Laws, an appropriate amendment Proxy Statement is mailed or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Parent.on

Preparation of Proxy Statement. Except to (a) As soon as practicable after the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10, the following provisions execution of this Section 8.9 shall apply: As promptly as reasonably practicable following the date hereofAgreement, Parent Seller shall prepare and file cause to be filed with the SEC preliminary proxy materials (the “Proxy Statement”) for the solicitation of approval of the shareholders of Seller of (i) the Contemplated Transactions and (ii) the amendment of Seller’s amended and restated charter to change its corporate name to one which is not the same as or similar to its present name or any other trademark or trade style or name now or then used by Operating Company (collectively, the “Shareholder Approval”) and for the election of directors and such other matters as Seller and Buyer may reasonably acceptable agree. Subject to compliance by Buyer with its covenants in this Section 6.3, Seller shall cause the Proxy Statement related thereto to materially comply with applicable law and the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and Seller shall use reasonable best efforts to cause the Proxy Statement to be mailed to Seller’s shareholders as promptly as practicable. Each party shall promptly furnish to the other party all information concerning itself, its shareholders and its affiliates that may be required or reasonably requested in connection with any action contemplated by this Section. If any event relating to obtaining any party occurs, or if any party becomes aware of any information, that should be disclosed in an amendment or supplement to the Required Parent Vote Proxy Statement, then such party shall inform the other thereof and shall cooperate with each other in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of Seller. The Proxy Statement shall include the recommendations of the Board of Directors of Seller in favor of Shareholder Approval. Buyer and its advisors shall have a reasonable opportunity to review and comment on the proxy materials prior to any filing with the SEC. (such proxy materials, b) Seller will notify Buyer promptly of the receipt of any comments from the SEC or its staff or any other government official and of any requests by the SEC or its staff or any other government official for amendments or supplements thereto, the "Proxy Statement"). Parent shall, within one business day after receipt thereof, provide Buyer copies of any written comments and advise Buyer of any oral comments with respect to the Proxy Statement received from the SEC. Parent shall cooperate or for additional information, and provide will supply Buyer with copies of all such comments and any correspondence between Seller and its representatives, and the SEC or its staff or any other government official with respect thereto. If at any time prior to the Closing Date, any event shall occur that should be set forth in an amendment of, or a supplement to, the Proxy Statement, Seller agrees promptly to prepare and file such amendment or supplement and to distribute such amendment or supplement as required by applicable law, including mailing such supplement or amendment to the shareholders of Seller. Buyer and its advisors shall have a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to any filing such with the SEC, and will provide Buyer with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement to the Proxy Statement to the extent relating to information on Buyer shall be made without the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will cause the Proxy Statement to be mailed to Parent's stockholders as promptly as practicable after it has been cleared by the SEC. The Proxy Statement shall conform to all applicable Laws. Parent will advise Buyer, promptly after it receives notice thereof, of the time when the Proxy Statement is cleared by the SEC or any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Effective Time any information relating to Parent or any of its Affiliates, officers or directors, or the Transaction is discovered by Parent or Buyer which should be set forth in an amendment or supplement to the Proxy Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by applicable Laws, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Parent.

Preparation of Proxy Statement. Except to the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10Seller shall, the following provisions of this Section 8.9 and each other Seller shall apply: As promptly as reasonably practicable following the date hereofcause Parent Seller to, Parent shall prepare and file with the SEC a proxy materials reasonably acceptable to Buyer statement or information statement relating to obtaining the Required Parent Vote Seller Shareholders' Meeting (such proxy materials, and any amendments or supplements thereto, the "Proxy Statement")) as soon as reasonably practicable after the date hereof, and shall use its best efforts to have the Proxy Statement cleared by the SEC. If at any time prior to the New York Closing Date any event shall occur that should be set forth in an amendment of or a supplement to the Proxy Statement, Parent Seller shall, and each other Seller shall cause Parent Seller to, prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable. Parent Seller shall, within one business day after and each other Seller shall cause Parent Seller to, notify Purchaser of the receipt thereof, provide Buyer copies of any written comments and advise Buyer of any oral comments the SEC with respect to the Proxy Statement received from and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall promptly provide (or cause to be provided) to Purchaser copies of all correspondence between Parent Seller or any representative of Parent Seller and the SEC with respect to the Proxy Statement. Parent Seller shall, and each other Seller shall cause Parent Seller to, and each other Seller shall cause Parent Seller to, promptly give Purchaser and its counsel the opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC before their being filed with, or sent to, the SEC. Parent shall cooperate Seller agrees to use its best efforts, (and provide Buyer with a reasonable opportunity each other Seller agrees to review and comment on any amendment or supplement cause Parent Seller to the Proxy Statement prior to filing such use its best efforts to) after consultation with the SECother parties hereto, and will provide Buyer with a copy of to respond promptly to all such filings made with comments of and requests by the SEC. Notwithstanding any other provision herein SEC and to the contrary, no amendment or supplement to the Proxy Statement to the extent relating to information on Buyer shall be made without the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will cause the Proxy Statement to be mailed to Parent's stockholders as promptly as practicable after it has been cleared by the SEC. The Proxy Statement shall conform to all applicable Laws. Parent will advise Buyer, promptly after it receives notice thereof, of the time when the Proxy Statement is cleared by the SEC or any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Effective Time any information relating to Parent or any of its Affiliates, officers or directors, or the Transaction is discovered by Parent or Buyer which should be set forth in an amendment or supplement to the Proxy Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by applicable Laws, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Parententitled to vote at Parent Seller Shareholders' Meeting at the earliest practicable time (but in no event later than November 30, 2001).

Preparation of Proxy Statement. Except (a) Each of the Company and Parent shall cooperate with each other in the preparation of the Proxy Statement (including the preliminary Proxy Statement) and any amendment or supplement to the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10, the following provisions of this Section 8.9 preliminary Proxy Statement. The Company shall apply: As promptly as reasonably practicable following the date hereof, Parent shall prepare and file with the SEC proxy materials as promptly as reasonably acceptable practicable a preliminary Proxy Statement (and in any event no later than 50 days following the date of this Agreement); provided, however, that the Company shall furnish such preliminary Proxy Statement to Buyer relating Parent and give Parent and its legal counsel a reasonable opportunity to obtaining review such preliminary Proxy Statement prior to filing with the Required SEC and shall accept all reasonable additions, deletions or changes suggested by Parent Vote (such proxy materialsin connection therewith. The Company shall promptly notify Parent of the receipt of any comments of the SEC staff with respect to the preliminary Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent, as promptly as reasonably practicable, copies of all written correspondence between the Company or any representative of the Company and the SEC with respect to the Proxy Statement. If comments are received from the SEC staff with respect to the preliminary Proxy Statement, the Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to the comments of the SEC. The Company will promptly supply Parent with copies of all correspondence between the Company or any of its Representatives, on the one hand, and any amendments the SEC or supplements theretomembers of its staff, on the "Proxy Statement"). Parent shallother hand, within one business day after receipt thereof, provide Buyer copies of any written comments and advise Buyer of any oral comments with respect to the Proxy Statement received from or the SECMerger. The Company shall provide Parent shall cooperate and provide Buyer its legal counsel with a reasonable opportunity to review and comment on any amendment or supplement to each of the preliminary and the definitive Proxy Statement prior to filing such with the SECSEC and shall accept all reasonable additions, and will deletions or changes suggested by Parent in connection therewith. Parent shall promptly provide Buyer the Company with a copy of all such filings made with the SEC. Notwithstanding any other provision herein information as may be required to the contrary, no amendment or supplement to be included in the Proxy Statement or as may be reasonably required to respond to any comment of the extent relating SEC staff. After all the comments received from the SEC have been cleared by the SEC staff and all information required to information on Buyer be contained in the Proxy Statement has been included therein by the Company, the Company shall be made without promptly file the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will definitive Proxy Statement with the SEC and cause the Proxy Statement to be mailed to Parent's stockholders (including by electronic delivery if permitted) as promptly as practicable after it has been cleared practicable, to its stockholders of record, as of the record date established by the SEC. The Proxy Statement shall conform to all applicable Laws. Parent will advise Buyer, promptly after it receives notice thereof, Board of Directors of the time when the Proxy Statement is cleared by the SEC or any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Effective Time any information relating to Parent or any of its Affiliates, officers or directors, or the Transaction is discovered by Parent or Buyer which should be set forth in an amendment or supplement to the Proxy Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by applicable Laws, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of ParentCompany.