Common use of Preparation of Proxy Statement Clause in Contracts

Preparation of Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, ITI shall cause to be prepared and filed with the Securities and Exchange Commission a preliminary proxy statement relating to the Merger. SLC shall furnish all information concerning it and the holders of its capital stock as ITI may reasonably request in connection with the preparation thereof. ITI shall furnish a draft of the preliminary proxy statement and any proposed amendment or supplement thereto to SLC a reasonable time before its proposed filing date, and shall make such changes thereto prior to filing thereof as SLC shall reasonably request. Each of SLC and ITI shall use its reasonable best efforts to have the preliminary proxy statement cleared for use as promptly as practicable after such filing. As promptly as practicable after the Proxy Statement shall have been so cleared, ITI shall mail the Proxy Statement to its stockholders. ITI and its representatives shall allow SLC to participate in any substantive communication with the SEC. (b) Each party to the Agreement hereby (i) consents to the use of its name and, on behalf of its Subsidiaries and affiliates, the names of such Subsidiaries and affiliates, and to the inclusion of financial statements and business information relating to such party and its Subsidiaries and affiliates (in each case, to the extent required by applicable securities laws) in the Proxy Statement, (ii) agrees to use its reasonable best efforts to obtain the written consent of any person or entity retained by it which may be required to be named (as an expert or otherwise) in such Proxy Statement (provided that reasonable best efforts, as used herein and elsewhere in this Agreement, shall not include expending money other than as is customary for professional advisors and reasonable expenses), (iii) agrees to cooperate, and agrees to use its reasonable efforts to cause its Subsidiaries and affiliates to cooperate, with any legal counsel, investment banker, accountant or other agent or representative retained by any of the parties specified in clause (i) in connection with the preparation of any and all information required, as determined after consultation with each party's counsel, by applicable securities laws to be disclosed in any such Proxy Statement, and (iv) agrees to notify the other promptly upon the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. (c) If at any time prior to the Effective Time SLC discovers any event or circumstance relating to SLC or any of its Subsidiaries, or its officers or directors, which should be set forth in an amendment or supplement to the Proxy Statement, SLC shall promptly inform ITI of such event or circumstance. If at any time prior to the Effective Time ITI discovers any event or circumstance relating to ITI or any of its Subsidiaries, or its or their respective officers or directors which should be set forth in an amendment or supplement to the Proxy Statement, ITI shall inform SLC of such event or circumstance. Promptly upon discovery of or upon learning of any event or circumstance required to be set forth in a supplement to the Proxy Statement, ITI and SLC shall prepare such supplement and cause it to be sent to ITI's stockholders.

Preparation of Proxy Statement. (a) As Promptly following the Amended Execution Date, Sabine Investor Holdings, AIV Holdings, and Forest shall cooperate in preparing, and Forest shall file with the SEC, a proxy statement (together with any amendments thereof or supplements thereto, the “Proxy Statement”) in order to seek the Forest Stockholder Approval, the Authorized Share Amendment Approval, the Name Change Amendment Approval and, subject to the Forest Board approving the Forest Oil Corporation 2014 Long Term Incentive Plan (the “2014 LTIP”) (which shall be considered in good faith by the Forest Board as promptly as practicable after following the execution mutual agreement of this AgreementForest and Sabine Investor Holdings on the definitive form thereof), ITI the LTIP Proposal Approvals. The Proxy Statement shall cause comply as to be prepared and filed form in all material respects with the Securities and applicable provisions of the Exchange Commission a preliminary proxy statement relating to the Merger. SLC shall furnish all information concerning it Act and the holders of its capital stock as ITI may reasonably request in connection with the preparation thereof. ITI shall furnish a draft of the preliminary proxy statement rules and any proposed amendment or supplement thereto to SLC a reasonable time before its proposed filing date, regulations thereunder and shall make such changes thereto prior to filing thereof as SLC shall reasonably requestother applicable Law. Each of SLC Sabine Investor Holdings, AIV Holdings and ITI shall Forest will use its reasonable best efforts to have the preliminary proxy statement Proxy Statement cleared for use by the SEC as promptly as is practicable after such filing. As , and each of Sabine Investor Holdings, AIV Holdings and Forest shall use its respective reasonable best efforts to cause the Proxy Statement to be mailed to the holders of Forest Common Stock as promptly as practicable after the Proxy Statement shall have been so cleared, ITI shall mail cleared by the SEC. No amendment or supplement to the Proxy Statement shall be filed without the approval of Sabine Investor Holdings or AIV Holdings (such approval not to its stockholders. ITI and its representatives shall allow SLC be unreasonably withheld, conditioned or delayed) if such amendment or supplement relates to participate information in such document relating to any substantive communication with the SECSabine Party, AIV Holdings or their Affiliates or their business, financial condition or results of operations. (b) Each party Sabine Investor Holdings, AIV Holdings and Forest each agrees, as to itself and its Subsidiaries, to use reasonable best efforts so that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to stockholders and at the time of the Forest Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statement was made, not misleading. (c) If at any time prior to the Agreement hereby (i) consents to the use of its name andEffective Time, on behalf of its Subsidiaries and affiliates, the names of such Subsidiaries and affiliates, and to the inclusion of financial statements and business any party discovers any information relating to Sabine Holdings or Forest, or any of their respective Affiliates, directors or officers that should be set forth in an amendment or supplement to the Proxy Statement so that 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 that discovers such information shall promptly notify the other party and its Subsidiaries and affiliates (in each casean appropriate amendment or supplement describing such information the parties shall promptly file with the SEC and, to the extent required by applicable securities lawsLaw, disseminate such information to the stockholders of Forest. (d) in the Proxy Statement, (ii) agrees to use its reasonable best efforts to obtain the written consent of any person or entity retained by it which may be required to be named (as an expert or otherwise) in such Proxy Statement (provided that reasonable best efforts, as used herein and elsewhere in this Agreement, The parties shall not include expending money other than as is customary for professional advisors and reasonable expenses), (iii) agrees to cooperate, and agrees to use its reasonable efforts to cause its Subsidiaries and affiliates to cooperate, with any legal counsel, investment banker, accountant or other agent or representative retained by any of the parties specified in clause (i) in connection with the preparation of any and all information required, as determined after consultation with notify each party's counsel, by applicable securities laws to be disclosed in any such Proxy Statement, and (iv) agrees to notify the other promptly upon of the receipt of any correspondence, communications or comments from the SEC or its the staff of the SEC and of any request by the SEC or its the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and will shall supply the each other with (i) copies of all correspondence and a description of all material oral discussions between such party it or any of its representativesrespective Representatives, on the one hand, and the SEC or its staffthe staff of the SEC, on the other hand, with respect to the Proxy Statement. Statement or the Transactions and (cii) If at any time prior to copies of all orders of the Effective Time SLC discovers any event or circumstance SEC relating to SLC or any of its Subsidiaries, or its officers or directors, which should be set forth in an amendment or supplement to the Proxy Statement, SLC shall promptly inform ITI of such event or circumstance. If at any time prior to the Effective Time ITI discovers any event or circumstance relating to ITI or any of its Subsidiaries, or its or their respective officers or directors which should be set forth in an amendment or supplement to the Proxy Statement, ITI shall inform SLC of such event or circumstance. Promptly upon discovery of or upon learning of any event or circumstance required to be set forth in a supplement to the Proxy Statement, ITI and SLC shall prepare such supplement and cause it to be sent to ITI's stockholders.

Preparation of Proxy Statement. (a) As promptly as practicable after following the execution of this Agreementdate hereof, ITI Parent shall prepare and file or cause to be prepared and filed with the Securities SEC, the Proxy Statement in order to seek the Parent Stockholder Approvals. Company Stockholder and Exchange Commission a preliminary proxy statement Company shall (x) use its reasonable best efforts to promptly furnish the information required by the SEC or federal securities Laws to be included in the Proxy Statement concerning the Company Stockholder, Company and their Subsidiaries and (y) use its reasonable best efforts to provide such other information and assistance as may be reasonably requested by Parent or Parent’s outside legal counsel in connection with the preparation, filing and distribution of the Proxy Statement. Without limiting the foregoing, the Company Stockholder and Company shall provide to Parent (i) the Company Financial Statements and the Abbreviated Financial Statements and (ii) such other information relating to (A) the Merger. SLC shall furnish all information concerning it and Company Stockholder, Company or their Subsidiaries or (B) the holders of its capital stock Acquisitions or the Persons or businesses acquired, or contemplated or in discussions to be acquired, by the Company Group pursuant to any Acquisition as ITI Parent may reasonably request to be included in the Proxy Statement, including in connection with the preparation thereofof pro forma financial statements to be included in the Proxy Statement, with all such information in the foregoing clauses (i) and (ii) to be in such form as shall comply with all applicable SEC requirements with respect to the Proxy Statement (collectively, the “Required Financial Information”). ITI The Company Stockholder and Company shall furnish a draft of update the preliminary proxy statement and any proposed amendment Required Financial Information at such times as may be required by the SEC or supplement thereto to SLC a reasonable time before its proposed filing date, and shall make such changes thereto prior to filing thereof as SLC shall reasonably requestapplicable Law. Each of SLC and ITI Parent shall use its reasonable best efforts to have the preliminary proxy statement Proxy Statement cleared for use by the SEC as promptly as practicable after such filing. As filing and to cause the Proxy Statement to be mailed to the holders of Parent Common Shares as promptly as practicable after the Proxy Statement shall have been so clearedcleared by the SEC. Each Party shall also take any action required to be taken and make any necessary filings under the Securities Act, ITI shall mail the Proxy Statement to its stockholders. ITI and its representatives shall allow SLC to participate Exchange Act or any applicable state securities Laws in any substantive communication connection with the SECTransactions, this Agreement, the TestEquity Agreement or the Share Issuances. Parent shall provide the Company a reasonable opportunity to review and comment on all filings to be made by Parent with the SEC in connection with the Transactions and all mailings to the stockholders of Parent in connection with the Transactions before such filings are made or such mailings are sent, which comments Parent shall consider in good faith, acting reasonably. (b) Each party If at any time prior to the Agreement hereby (i) consents to the use of its name andClosing, on behalf of its Subsidiaries and affiliates, the names of such Subsidiaries and affiliates, and to the inclusion of financial statements and business any Party discovers any information relating to Parent, Company or the Company Group, or any of their respective Affiliates, directors or officers that should be set forth in an amendment or supplement Proxy Statement so that such party 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 that discovers such information shall promptly notify the other Parties and its Subsidiaries and affiliates (in each caseParent shall promptly cause to be filed with the SEC an appropriate amendment or supplement describing such information and, to the extent required by applicable securities lawsLaw, disseminate such information to the stockholders of Parent. (c) in the Proxy Statement, (ii) agrees to use its reasonable best efforts to obtain the written consent of any person or entity retained by it which may be required to be named (as an expert or otherwise) in such Proxy Statement (provided that reasonable best efforts, as used herein and elsewhere in this Agreement, The Parties shall not include expending money other than as is customary for professional advisors and reasonable expenses), (iii) agrees to cooperate, and agrees to use its reasonable efforts to cause its Subsidiaries and affiliates to cooperate, with any legal counsel, investment banker, accountant or other agent or representative retained by any of the parties specified in clause (i) in connection with the preparation of any and all information required, as determined after consultation with notify each party's counsel, by applicable securities laws to be disclosed in any such Proxy Statement, and (iv) agrees to notify the other promptly upon of the receipt of any correspondence, communications or comments from the SEC or its the staff of the SEC and of any request by the SEC or its the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and will shall supply the each other with (i) copies of all correspondence and a description of all material oral discussions between such party it or any of its representativesrespective Representatives, on the one hand, and the SEC or its staffthe staff of the SEC, on the other hand, with respect to the Proxy Statement. Statement or the Transactions and (cii) If at any time prior to copies of all orders of the Effective Time SLC discovers any event or circumstance SEC relating to SLC or any of its Subsidiaries, or its officers or directors, which should be set forth in an amendment or supplement to the Proxy Statement. Each Party shall provide the other Parties a reasonable opportunity to review and comment on all written responses by such Party to any such correspondence, SLC communications or comments from the SEC or the staff of the SEC, which comments such Party shall promptly inform ITI of such event or circumstance. If at any time prior to the Effective Time ITI discovers any event or circumstance relating to ITI or any of its Subsidiariesconsider in good faith, or its or their respective officers or directors which should be set forth in an amendment or supplement to the Proxy Statement, ITI shall inform SLC of such event or circumstance. Promptly upon discovery of or upon learning of any event or circumstance required to be set forth in a supplement to the Proxy Statement, ITI and SLC shall prepare such supplement and cause it to be sent to ITI's stockholdersacting reasonably.

Preparation of Proxy Statement. (a) As promptly soon as reasonably practicable after following the execution date of this Agreement, ITI Earthstone shall cause to be prepared prepare and filed file with the Securities and Exchange Commission SEC a preliminary proxy statement relating containing the information specified in Schedule 14A of the Exchange Act to obtain Stockholder Approval (the “Proxy Statement”) in preliminary form. Earthstone will endeavor to provide copies of the proposed Proxy Statement to Seller such that Seller and its representatives are afforded a reasonable amount of time prior to the Merger. SLC dissemination or filing thereof to review such material and comment thereon in good faith prior to such dissemination or filing, and Earthstone shall furnish all information concerning it and the holders reasonably consider in good faith any comments of its capital stock as ITI may reasonably request in connection with the preparation thereof. ITI shall furnish a draft of the preliminary proxy statement and any proposed amendment or supplement thereto to SLC a reasonable time before its proposed filing date, such Persons and shall make Earthstone’s representatives available to discuss such changes thereto prior comments with such Persons. Earthstone shall provide Seller and its representatives with copies of any written comments and inform them of the material terms of any oral comments that Earthstone or any of its representatives receive from the SEC or its staff with respect to filing thereof as SLC the Proxy Statement within a commercially reasonable period after the receipt of such comments and shall give Seller a reasonable opportunity under the circumstances to review and comment in good faith on any proposed written or material oral responses to such comments and Earthstone shall reasonably requestconsider in good faith any such comments. Each of SLC and ITI Earthstone shall use its reasonable best efforts to have the preliminary proxy statement Proxy Statement cleared for use under the Exchange Act as promptly as practicable after such filing. As promptly as practicable after the Proxy Statement Earthstone shall have been so cleared, ITI shall mail the Proxy Statement to its stockholders. ITI and its representatives shall allow SLC to participate in any substantive communication with the SEC. (b) Each party to the Agreement hereby (i) consents to the use of its name and, on behalf of its Subsidiaries and affiliates, the names of such Subsidiaries and affiliates, and to the inclusion of financial statements and business information relating to such party and its Subsidiaries and affiliates (in each case, to the extent required by applicable securities laws) in the Proxy Statement, (ii) agrees to use its reasonable best efforts to obtain cause the written consent of any person or entity retained by it which may be required Proxy Statement to be named (mailed to the Earthstone Stockholders as an expert or otherwise) in such Proxy Statement (provided that reasonable best efforts, promptly as used herein and elsewhere in this Agreement, practicable after the clearance is received from the SEC. Earthstone shall not include expending money other than as is customary for professional advisors and reasonable expenses), (iii) agrees to cooperate, and agrees to use its commercially reasonable efforts to cause its Subsidiaries and affiliates to cooperate, with any legal counsel, investment banker, accountant or other agent or representative retained by any keep Seller informed throughout the process of the parties specified in clause (i) in connection with the preparation filing of any and all information required, as determined after consultation with each party's counsel, by applicable securities laws to be disclosed in any such Proxy Statement, and (iv) agrees to notify the other promptly upon the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. (c) . If at any time prior to the Effective Time SLC discovers Closing Date any event or circumstance information relating to SLC Buyer or Seller, or any of its Subsidiariestheir respective Affiliates, directors or its officers or directorsofficers, which is discovered by any Party that should be set forth in an amendment or supplement to the Proxy StatementStatement so that it would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, SLC in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly inform ITI of such event or circumstance. If at any time prior to notify the Effective Time ITI discovers any event or circumstance relating to ITI or any of its Subsidiaries, or its or their respective officers or directors which should be set forth in other Parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law, disseminated to the Earthstone Stockholders. Earthstone shall notify Seller of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement, ITI shall inform SLC of such event Statement or circumstance. Promptly upon discovery of or upon learning of any event or circumstance required to be set forth in a supplement to the Proxy Statement, ITI and SLC shall prepare such supplement and cause it to be sent to ITI's stockholdersfor additional information.

Preparation of Proxy Statement. STOCKHOLDERS MEETINGS. (a) As promptly as reasonably practicable following the date hereof, WAXS and STAR shall prepare (in form and substance reasonably satisfactory to each of WAXS and STAR) and file with the SEC proxy materials which shall constitute the joint proxy statement and prospectus in connection with the WAXS Stockholders Meeting and the STAR Stockholders Meeting (such proxy statement and prospectus, and any amendments or supplements thereto, the "JOINT PROXY STATEMENT/PROSPECTUS") and WAXS shall prepare (in form and substance reasonably satisfactory to each of WAXS and STAR) and file a registration statement on Form S-4 with respect to the issuance of WAXS Common Stock in the Merger (the "REGISTRATION STATEMENT"). The Joint Proxy Statement/Prospectus will be included in and will constitute a part of the Registration Statement as WAXS's prospectus. The Registration Statement 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. Each of WAXS and STAR shall use reasonable efforts to have the Registration Statement declared effective by the SEC as promptly as reasonably practicable after filing with the SEC and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the actions contemplated thereby. WAXS and STAR shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Joint Proxy Statement/Prospectus received from the SEC. WAXS will provide STAR with a reasonable opportunity to review and comment on any amendment or supplement to the Registration Statement prior to filing such with the SEC, and will provide STAR with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Registration Statement shall be made without the approval of both parties, which approval shall not be unreasonably withheld or delayed; PROVIDED, that with respect to documents filed by a party which are incorporated by reference in the Registration Statement or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations. WAXS will use reasonable efforts to cause the Joint Proxy Statements/Prospectus to be mailed to WAXS's stockholders, and STAR will use reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to STAR's stockholders, in each case as promptly as practicable after the execution Registration Statement is declared effective under the Securities Act. WAXS shall also 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 this Agreement, ITI shall cause process) required to be prepared and filed taken under any applicable state securities laws in connection with the Securities issuance of WAXS Common Stock and Exchange Commission a preliminary proxy statement relating to the Merger. SLC STAR shall furnish all information concerning it STAR and the holders of its capital stock STAR Common Stock as ITI may be reasonably request requested in connection with any such action. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of the WAXS Common Stock issuable in connection with the preparation thereof. ITI shall furnish a draft of the preliminary proxy statement and any proposed amendment Merger for offering or supplement thereto to SLC a reasonable time before its proposed filing date, and shall make such changes thereto prior to filing thereof as SLC shall reasonably request. Each of SLC and ITI shall use its reasonable best efforts to have the preliminary proxy statement cleared for use as promptly as practicable after such filing. As promptly as practicable after the Proxy Statement shall have been so cleared, ITI shall mail the Proxy Statement to its stockholders. ITI and its representatives shall allow SLC to participate sale in any substantive communication with the SEC. (b) Each party to the Agreement hereby (i) consents to the use of its name andjurisdiction, on behalf of its Subsidiaries and affiliates, the names of such Subsidiaries and affiliates, and to the inclusion of financial statements and business information relating to such party and its Subsidiaries and affiliates (in each case, to the extent required by applicable securities laws) in the Proxy Statement, (ii) agrees to use its reasonable best efforts to obtain the written consent of any person or entity retained by it which may be required to be named (as an expert or otherwise) in such Proxy Statement (provided that reasonable best efforts, as used herein and elsewhere in this Agreement, shall not include expending money other than as is customary for professional advisors and reasonable expenses), (iii) agrees to cooperate, and agrees to use its reasonable efforts to cause its Subsidiaries and affiliates to cooperate, with any legal counsel, investment banker, accountant or other agent or representative retained by any of the parties specified in clause (i) in connection with the preparation of any and all information required, as determined after consultation with each party's counsel, by applicable securities laws to be disclosed in any such Proxy Statement, and (iv) agrees to notify the other promptly upon the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to amendment of the Proxy Statement or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement. (c) /Prospectus or the Registration Statement. If at any time prior to the Effective Time SLC discovers any event or circumstance information relating to SLC WAXS or STAR, or any of its Subsidiariestheir respective affiliates, or its officers or directors, should be discovered by WAXS or STAR which should be set forth in an amendment or supplement to any of the Registration Statement or the Joint Proxy 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, SLC in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly inform ITI of such event or circumstance. If at any time prior notify the other party hereto and, to the Effective Time ITI discovers any event extent required by law, rules or circumstance relating regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to ITI or any the stockholders of WAXS and STAR. (b) Subject to Section 5.4, STAR shall, as promptly as reasonably practicable following the execution of this Agreement, duly take all lawful action to call, give notice of, convene and hold a meeting of its Subsidiariesstockholders (the "STAR STOCKHOLDERS MEETING ") (which meeting the parties intend to be held no later than thirty (30) days following the date on which the Registration Statement has been declared effective by the SEC) for the purpose of obtaining the Required STAR Vote with respect to the actions contemplated by this Agreement and shall take all lawful action to solicit the adoption of this Agreement by the Required STAR Vote. Subject to Section 5.4, or its or their respective officers or directors which should be the Board of Directors of STAR shall recommend adoption of this Agreement by the stockholders of STAR to the effect as set forth in Section 3.2(f), and shall not withdraw, modify or materially qualify in any manner adverse to WAXS such recommendation or take any action or make any statement in connection with the STAR Stockholders Meeting materially inconsistent with such recommendation (collectively, an amendment "ADVERSE CHANGE IN THE STAR RECOMMENDATION"); provided, however, that the foregoing shall not prohibit accurate disclosure of factual information regarding the business, financial condition or supplement results of operations of WAXS or STAR or the fact that an Acquisition Proposal has been made, the identity of the party making such proposal or the material terms of such proposal (provided, that the Board of Directors of STAR does not withdraw, modify or materially qualify in any manner adverse to WAXS its recommendation) in the Registration Statement or the Joint Proxy Statement/Prospectus, to the Proxy Statementextent such information, ITI shall inform SLC of such event facts, identity or circumstance. Promptly upon discovery of or upon learning of any event or circumstance terms is required to be disclosed therein under applicable law. (c) WAXS shall, as promptly as reasonably practicable following the execution of this Agreement, duly take all lawful action to call, give notice of, convene and hold a meeting of its stockholders (the "WAXS STOCKHOLDERS MEETING") (which meeting the parties intend to be held no later than thirty (30) days following the date on which the Registration Statement has been declared effective by the SEC) for the purpose of obtaining the Required WAXS Vote with respect to the transactions contemplated by this Agreement and shall take all lawful action to solicit the approval of the transactions contemplated hereby by the Required WAXS Vote. The Board of Directors of WAXS shall recommend approval of the transactions contemplated hereby by the stockholders of WAXS to the effect as set forth in a supplement Section 3.1(f), and shall not withdraw, modify or materially qualify in any manner adverse to STAR such recommendation or take any action or make any statement in connection with the Proxy StatementWAXS Stockholders Meeting materially inconsistent with such recommendation; provided, ITI and SLC however, that the foregoing shall prepare such supplement and cause it to be sent to ITI's stockholdersnot prohibit accurate disclosure of factual information regarding the business, financial condition or operations of WAXS or STAR.

Preparation of Proxy Statement. (a) As promptly as practicable after following the execution of this AgreementExecution Date, ITI Neptune shall prepare and file or cause to be prepared and filed with the Securities SEC, the Proxy Statement in order to seek the Neptune Stockholder Approval. Panther shall (x) cooperate with Neptune in the preparation of the Proxy Statement; (y) use its reasonable best efforts to furnish the information required by the SEC or federal securities Laws to be included in the Proxy Statement concerning the Panther Entities, including updated financial statements if required and Exchange Commission a preliminary proxy statement relating (z) use its reasonable best efforts to the Merger. SLC shall furnish all information concerning it and the holders of its capital stock provide such other assistance as ITI may be reasonably request requested by Neptune or Neptune’s outside legal counsel in connection with the preparation thereof. ITI shall furnish a draft preparation, filing and distribution of the preliminary proxy statement and any proposed amendment or supplement thereto to SLC a reasonable time before its proposed filing date, and shall make such changes thereto prior to filing thereof as SLC shall reasonably requestProxy Statement. Each of SLC and ITI Neptune shall use its reasonable best efforts to have the preliminary proxy statement Proxy Statement cleared for use by the SEC as promptly as is practicable after such filing. As filing and each of Neptune and Panther shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the holders of Neptune Common Stock as promptly as reasonably practicable after the Proxy Statement shall have been so clearedcleared by the SEC. Each party shall also take any action required to be taken and make any necessary filings under the Securities Act, ITI shall mail the Proxy Statement to its stockholders. ITI and its representatives shall allow SLC to participate Exchange Act or any applicable state securities Laws in any substantive communication connection with the SECTransactions, this Agreement or the issuance of Neptune Common Stock in the Transactions. All filings by Neptune with the SEC in connection with the Transactions and all mailings to the stockholders of Neptune in connection with the Transactions shall be subject to the reasonable opportunity for prior review and comment by Panther, which comments Neptune shall consider in good faith, acting reasonably. (b) Each party to the Agreement hereby (i) consents to the use of its name and, on behalf of its Subsidiaries and affiliates, the names of such Subsidiaries and affiliates, and to the inclusion of financial statements and business information relating to such party and its Subsidiaries and affiliates (in each case, to the extent required by applicable securities laws) in the Proxy Statement, (ii) agrees to use its reasonable best efforts to obtain the written consent of any person or entity retained by it which may be required to be named (as an expert or otherwise) in such Proxy Statement (provided that reasonable best efforts, as used herein and elsewhere in this Agreement, shall not include expending money other than as is customary for professional advisors and reasonable expenses), (iii) agrees to cooperate, and agrees to use its reasonable efforts to cause its Subsidiaries and affiliates to cooperate, with any legal counsel, investment banker, accountant or other agent or representative retained by any of the parties specified in clause (i) in connection with the preparation of any and all information required, as determined after consultation with each party's counsel, by applicable securities laws to be disclosed in any such Proxy Statement, and (iv) agrees to notify the other promptly upon the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. (c) If at any time prior to the Effective Time SLC Time, any party discovers any event or circumstance information relating to SLC Panther or Neptune, or any of its Subsidiariestheir respective Affiliates, directors or its officers or directors, which that should be set forth in an amendment or supplement Proxy Statement so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the Proxy Statementstatements therein, SLC in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly inform ITI of such event or circumstance. If at any time prior notify the other party and Neptune shall promptly cause to be filed with the Effective Time ITI discovers any event or circumstance relating to ITI or any of its Subsidiaries, or its or their respective officers or directors which should be set forth in SEC an appropriate amendment or supplement describing such information and, to the Proxy Statementextent required by Law, ITI shall inform SLC of disseminate such event or circumstance. Promptly upon discovery of or upon learning of any event or circumstance required to be set forth in a supplement information to the Proxy Statement, ITI and SLC shall prepare such supplement and cause it to be sent to ITI's stockholdersstockholders of Neptune.