Common use of Preparation of the Form S Clause in Contracts

Preparation of the Form S. 4 and the Joint Proxy Statement; Shareholders Meetings. (a) As soon as practicable following the date of this Agreement, CEI and NU shall prepare and file with the SEC the Joint Proxy Statement and CEI, NU and the Company shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of CEI, NU and the Company shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. NU will use all reasonable best efforts to cause the Joint Proxy Statement to be mailed to the NU Shareholders, and CEI will use all reasonable best efforts to cause the Joint Proxy Statement to be mailed to the CEI Shareholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Each party hereto shall also take any action (other than qualifying to do business in any jurisdiction in which such party is not already so qualified) required to be taken under any applicable state or provincial securities laws in connection with the issuance of Company Common Stock in the Mergers and each party shall furnish all information concerning itself and its shareholders as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made without the approval of all parties hereto. Each party will advise the other parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Company Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to NU or CEI, or any of their respective affiliates, trustees, directors or officers, is discovered that should be set forth in an amendment or supplement to any of the Form S-4 or the Joint 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 that discovers such information shall promptly notify the 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 NU Shareholders and the CEI Shareholders. (b) NU shall, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of the NU Shareholders (the "NU Shareholders Meeting"), for the purpose of obtaining the NU Shareholder Approval and shall, through its Board of Trustees, subject to the right of the Board of Trustees to terminate this Agreement in accordance with Section 4.02(b) in order to comply with its fiduciary duties to the NU Shareholders, recommend to the NU Shareholders the approval and adoption of the Trust Agreement Amendments, this Agreement, the NU Merger and the other transactions contemplated hereby. Without limiting the generality of the foregoing but subject to its rights to terminate this Agreement pursuant to Section 4.02(b), NU agrees that its obligations pursuant to the first sentence of this Section 5.01(b) shall not be affected by the commencement, public proposal, public disclosure or direct or indirect communication to NU of any NU Takeover Proposal. (c) CEI shall, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of the CEI Shareholders (the "CEI Shareholders Meeting"), for the purpose of obtaining the CEI Shareholder Approval and shall, through its Board of Directors, recommend to the CEI Shareholders the approval and adoption of this Agreement, the CEI Merger and the other transactions contemplated hereby. (d) CEI and NU will use reasonable best efforts to hold the CEI Shareholders Meeting and the NU Shareholders Meeting on the same date and as soon as practicable after the date of this Agreement.

Preparation of the Form S. 4 and the Joint CMOF Proxy StatementMaterials; Shareholders MeetingsStockholder Approval. (a) As soon promptly as reasonably practicable following the date of this Agreement, CEI and NU CCI shall prepare (with CMOF’s reasonable cooperation) and file cause to be filed with the SEC SEC, a registration statement on Form S-4 under the Joint Securities Act (the “Form S-4”), which will include applicable CMOF proxy solicitation materials (“CMOF Proxy Statement and CEIMaterials”), NU and to register under the Securities Act the shares of CCI Class A Common Stock to be issued in the Company shall prepare and file with Merger (the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus“Registered Securities”). Each of CEI, NU CCI and the Company CMOF shall use its reasonable best efforts to (i) have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. NU will use all reasonable best efforts to cause the Joint Proxy Statement to be mailed to the NU Shareholders, and CEI will use all reasonable best efforts to cause the Joint Proxy Statement to be mailed to the CEI Shareholders, in each case as promptly as practicable after (ii) ensure that the Form S-4 is declared effective under complies in all material respects with the applicable provisions of the Exchange Act and the Securities ActAct and (iii) keep the Form S-4 effective for so long as necessary to permit the CCI Class A Common Stock to be issued in the Company Merger, unless this Agreement is terminated pursuant to Section 9.1. Each party hereto shall also take any action (other than qualifying to do business in any jurisdiction in which such party is not already so qualified) required to be taken under any applicable state or provincial securities laws in connection with the issuance of Company Common Stock in the Mergers CCI and each party CMOF shall furnish all information concerning itself itself, its Affiliates and the holders of its shareholders capital stock to such other Party and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and the CMOF Proxy Materials and shall provide to their and each other’s counsel such representations as reasonably necessary to render the opinions required to be filed therewith. The Form S-4 and the CMOF Proxy Materials shall include all information reasonably requested by such other Party to be included therein. CCI shall promptly notify CMOF upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4, and shall, as promptly as practicable after receipt thereof, provide CMOF with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand, and all written comments with respect to the Form S-4 received from the SEC and advise the other Party of any oral comments with respect to the Form S-4 received from the SEC. CCI shall use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC with respect to the Form S-4, and CMOF shall reasonably cooperate in responding to such actioncomments. No Notwithstanding the foregoing, prior to filing of, the Form S-4 (or any amendment or supplement tothereto) with the SEC or responding to any comments of the SEC with respect thereto, the Form S-4 or the Joint Proxy Statement will be made without the approval each of all parties hereto. Each party will advise CMOF and CCI shall cooperate and provide the other partiesParty a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response) and shall give due consideration to all reasonable comments provided by the other Party. CCI shall notify CMOF, promptly after it receives notice thereof, of the time when of effectiveness of the Form S-4 has become effective or any supplement or amendment has been filedS-4, the issuance of any stop order, order relating thereto or the suspension of the qualification of the Company Common Stock issuable in connection with the Mergers for offering or sale in any jurisdictionjurisdiction of the Registered Securities, and CCI and CMOF shall use their reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. CCI shall also use its reasonable best efforts to take any other action required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” Laws and the rules and regulations thereunder in connection with the issuance of the Registered Securities, and CMOF shall furnish all information concerning CMOF and its stockholders as may be reasonably requested in connection with any such actions. (b) None of the information supplied or to be supplied in writing by or on behalf of the CCI Parties for inclusion or incorporation by reference in (i) the CMOF Proxy Materials will, at the time it is first mailed to the holders of CMOF Common Stock or on the Closing Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or any request by the SEC for amendment of the Joint Proxy Statement or (ii) the Form S-4 or comments thereon and responses thereto or requests will, at the time such document is declared effective by the SEC, contain any untrue statement of 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 are made, not misleading. All documents that CCI is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement, to the extent relating to CCI and the CCI Subsidiaries (or other information supplied by or on behalf of CCI or any CCI Subsidiaries for additional informationinclusion therein) will comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act. If The covenants contained in this Section 7.1(b) will not apply to statements or omissions to the extent based upon information supplied to the CCI Parties by or on behalf of the CMOF Parties. (c) None of the information supplied or to be supplied in writing by or on behalf of the CMOF Parties for inclusion or incorporation by reference in (i) the CMOF Proxy Materials will, at the time it is first mailed to the holders of CMOF Common Stock or on the Closing Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (ii) the Form S-4 will, at the time such document is declared effective by the SEC, contain any untrue statement of 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 are made, not misleading. The covenants contained in this Section 7.1(c) will not apply to statements or omissions to the extent based upon information supplied to the CCI Parties by or on behalf of the CMOF Parties. (d) If, at any time prior to the Effective Time receipt of the Stockholder Approval, any information relating to NU CCI or CEICMOF, as the case may be, or any of their respective affiliatesAffiliates, trusteesshould be discovered by CCI or CMOF which, directors in the reasonable judgment of CCI or officersCMOF, is discovered that should be set forth in an amendment of, or a supplement to any of to, either the Form S-4 or the Joint CMOF Proxy StatementMaterials, 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 Party that discovers such information shall promptly notify the other parties hereto Parties, and an appropriate amendment or supplement describing such information CCI and CMOF shall be promptly filed cooperate in the prompt filing with the SEC of any necessary amendment of, or supplement to, the Form S-4 or modification of the CMOF Proxy Materials and, to the extent required by Applicable Law, disseminated in disseminating the information contained in such amendment or supplement to stockholders of CCI or CMOF. Nothing in this Section 7.1(d) shall limit the NU Shareholders and the CEI Shareholdersobligations of any Party under Section 7.1(a). (be) NU shall, as soon As promptly as practicable following the date of this Agreement, CMOF shall, in accordance with applicable Law and the CMOF Governing Documents, establish a record date for, duly call, give notice of, convene and hold a meeting of the NU Shareholders (the "NU Shareholders Meeting"), CMOF Stockholders Meeting for the purpose of obtaining the NU Shareholder Stockholder Approval (and shall, through its Board of Trustees, subject other matters that shall be submitted to the right holders of the Board of Trustees to terminate this Agreement in accordance with Section 4.02(b) in order to comply with its fiduciary duties to the NU ShareholdersCMOF Common Stock at such meeting); provided, recommend to the NU Shareholders the approval and adoption of the Trust Agreement Amendments, this Agreement, the NU Merger and the other transactions contemplated hereby. Without limiting the generality of the foregoing but subject to its rights to terminate this Agreement pursuant to Section 4.02(b), NU agrees that its obligations pursuant to the first sentence of this Section 5.01(b) such record date shall not be affected by more than 90 days prior to the commencement, public proposal, public disclosure or direct or indirect communication date of the CMOF Stockholders Meeting. CMOF shall use its reasonable best efforts to NU of any NU Takeover Proposal. (c) CEI shall, cause the CMOF Proxy Materials to be mailed to CMOF’s stockholders entitled to vote at the CMOF Stockholders Meeting and to hold the CMOF Stockholders Meeting as soon as practicable following after the date of this AgreementForm S-4 is declared effective under the Securities Act. CMOF shall, through the CMOF Board, recommend to its stockholders that they give the Stockholder Approval, include the CMOF Board Recommendation in the CMOF Proxy Materials and solicit and use its reasonable best efforts to obtain the Stockholder Approval, except to the extent that the CMOF Board shall have made an Adverse Recommendation Change as permitted by Section 7.3; provided, however, that CMOF’s obligation to duly call, give notice of, convene and hold the CMOF Stockholders Meeting shall be unconditional unless this Agreement is terminated in accordance with its terms and shall not be affected by any Adverse Recommendation Change. Notwithstanding the foregoing provisions of this Section 7.1(c), if, on a meeting date for which the CMOF Stockholders Meeting is scheduled, CMOF has not received proxies representing a sufficient number of shares of CMOF Common Stock to obtain the Stockholder Approval, whether or not a quorum is present, CMOF shall make one or more successive postponements or adjournments of the CEI Shareholders CMOF Stockholders Meeting (provided, however, that the "CEI Shareholders Meeting"), for the purpose of obtaining the CEI Shareholder Approval and shall, through its Board of Directors, recommend CMOF Stockholders Meeting shall not be postponed or adjourned to the CEI Shareholders the approval and adoption of this Agreement, the CEI Merger and the other transactions contemplated hereby. a date that is (di) CEI and NU will use reasonable best efforts to hold the CEI Shareholders Meeting and the NU Shareholders Meeting on the same date and as soon as practicable more than 30 days after the date for which the CMOF Stockholders Meeting was originally scheduled (excluding any adjournments or postponements required by applicable Law) or (ii) more than 120 days from the record date for the CMOF Stockholders Meeting); provided, further, the CMOF Stockholders Meeting may not be postponed or adjourned on the date the CMOF Stockholders Meeting is scheduled if CMOF shall have received proxies in respect of this Agreementan aggregate number of shares of CMOF Common Stock, which have not been withdrawn, such that the Stockholder Approval would be obtained at such meeting.

Preparation of the Form S. 4 and the Joint Proxy Statement; Shareholders MeetingsStockholder Approval. (a) As soon promptly as reasonably practicable following the date of this Agreement, CEI and NU (i) SOR II shall prepare (with SOR’s reasonable cooperation) and file cause to be filed with the SEC the Joint Proxy Statement in preliminary form with respect to the Stockholders Meeting and CEI, NU and the Company (ii) SOR shall prepare (with SOR II’s reasonable cooperation) and file cause to be filed with the SEC SEC, a registration statement on Form S-4 under the Securities Act (the “Form S-4”), which will include the Proxy Statement, to register under the Securities Act the shares of SOR Common Stock to be issued in which the Joint Proxy Statement will be included as a prospectusMerger (the “Registered Securities”). Each of CEI, NU SOR II and the Company SOR shall use its reasonable best efforts to (A) have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. NU will use all reasonable best efforts to cause the Joint Proxy Statement to be mailed to the NU Shareholders, and CEI will use all reasonable best efforts to cause the Joint Proxy Statement to be mailed to the CEI Shareholders, in each case as promptly as practicable after (B) ensure that the Form S-4 is declared effective under complies in all material respects with the applicable provisions of the Exchange Act and the Securities ActAct and (C) keep the Form S-4 effective for so long as necessary to complete the Merger, unless this Agreement is terminated pursuant to Article 9. Each party hereto shall also take any action (other than qualifying to do business in any jurisdiction in which such party is not already so qualified) required to be taken under any applicable state or provincial securities laws in connection with the issuance of Company Common Stock in the Mergers SOR II and each party SOR shall furnish all information concerning itself itself, its Affiliates and the holders of its shareholders capital stock to the other Party and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and the Proxy Statement and shall provide to their and each other’s counsel such representations as reasonably necessary to render the opinions required to be filed therewith. The Form S-4 and the Proxy Statement shall include all information reasonably requested by such other Party to be included therein. Each of SOR II and SOR shall promptly notify the other Party upon the receipt of any such action. No filing of, comments from the SEC or amendment any request from the SEC for amendments or supplement to, supplements to the Form S-4 or the Joint Proxy Statement, and shall, as promptly as practicable after receipt thereof, provide the other Party with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand, and all written comments with respect to the Form S-4 or the Proxy Statement will be made without received from the approval of all parties hereto. Each party will SEC and advise the other partiesParty of any oral comments with respect to the Form S-4 or the Proxy Statement received from the SEC. Each of SOR II and SOR shall use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC with respect to the Form S-4 or the Proxy Statement. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) with the SEC, mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of SOR II and SOR, as applicable, shall cooperate and provide the other Party a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response) and shall give due consideration to all reasonable comments provided by the other Party. SOR shall notify SOR II, promptly after it receives notice thereof, of the time when of effectiveness of the Form S-4 has become effective or any supplement or amendment has been filedS-4, the issuance of any stop order, order relating thereto or the suspension of the qualification of the Company Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction, or any request by the SEC for amendment jurisdiction of the Joint Proxy Statement Registered Securities, and SOR shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. SOR shall also use its reasonable best efforts to take any other action required to be taken under the Form S-4 Securities Act, the Exchange Act, any applicable foreign or comments thereon state securities or “blue sky” Laws and responses thereto or requests by the SEC for additional information. If rules and regulations thereunder in connection with the issuance of the Registered Securities, and SOR II shall furnish all information concerning SOR II and its stockholders as may be reasonably requested in connection with any such actions. (b) If, at any time prior to the Effective Time receipt of the Stockholder Approval, any information relating to NU SOR or CEISOR II, or any of their respective affiliatesAffiliates, trusteesshould be discovered by SOR or SOR II which, directors in the reasonable judgment of SOR or officersSOR II, is discovered that should be set forth in an amendment of, or a supplement to to, any of the Form S-4 or the Joint 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 the light of the circumstances under which they were made, not misleading, the party Party that discovers such information shall promptly notify the other parties hereto Parties, and an appropriate amendment or supplement describing such information SOR and SOR II shall be promptly filed cooperate in the prompt filing with the SEC of any necessary amendment of, or supplement to, the Form S-4 or the Proxy Statement and, to the extent required by Applicable Law, disseminated in disseminating the information contained in such amendment or supplement to stockholders of SOR and SOR II. Nothing in this Section 7.1(b) shall limit the NU Shareholders obligations of any Party under Section 7.1(a). For purposes of Section 5.21, Section 4.21 and this Section 7.1, any information concerning or related to SOR II, its Affiliates or the CEI ShareholdersStockholders Meeting will be deemed to have been provided by SOR II, and any information concerning or related to SOR or its Affiliates will be deemed to have been provided by SOR. (bc) NU shall, as soon As promptly as practicable following the date of this Agreement, SOR II shall, in accordance with applicable Law and the SOR II Governing Documents, establish a record date for, duly call, give notice of, convene and hold a meeting of the NU Shareholders (the "NU Shareholders Meeting"), Stockholders Meeting solely for the purpose of obtaining the NU Shareholder Stockholder Approval (and shall, through its Board of Trustees, subject other matters that shall be submitted to the right holders of the Board of Trustees to terminate this Agreement in accordance with Section 4.02(b) in order to comply with its fiduciary duties to the NU ShareholdersSOR II Common Stock at such meeting); provided, recommend to the NU Shareholders the approval and adoption of the Trust Agreement Amendments, this Agreement, the NU Merger and the other transactions contemplated hereby. Without limiting the generality of the foregoing but subject to its rights to terminate this Agreement pursuant to Section 4.02(b), NU agrees that its obligations pursuant to the first sentence of this Section 5.01(b) such record date shall not be affected by the commencement, public proposal, public disclosure or direct or indirect communication more than ninety (90) days prior to NU of any NU Takeover Proposal. (c) CEI shall, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of the CEI Shareholders (the "CEI Shareholders Stockholders Meeting"), for the purpose of obtaining the CEI Shareholder Approval and shall, through . SOR II shall use its Board of Directors, recommend to the CEI Shareholders the approval and adoption of this Agreement, the CEI Merger and the other transactions contemplated hereby. (d) CEI and NU will use reasonable best efforts to cause the definitive Proxy Statement to be mailed to SOR II’s stockholders entitled to vote at the Stockholders Meeting and to hold the CEI Shareholders Stockholders Meeting and the NU Shareholders Meeting on the same date and as soon as practicable after the date Form S-4 is declared effective under the Securities Act. SOR II shall, through the SOR II Special Committee and the SOR II Board, recommend to its stockholders that they provide the Stockholder Approval, include the SOR II Board Recommendation in the Proxy Statement and solicit and use its reasonable best efforts to obtain the Stockholder Approval, except to the extent that the SOR II Board shall have made an Adverse Recommendation Change as permitted by Section 7.3(d). Notwithstanding the foregoing provisions of this AgreementSection 7.1(c), if, on a date for which the Stockholders Meeting is scheduled, SOR II has not received proxies representing a sufficient number of shares of SOR II Common Stock to obtain the Stockholder Approval, whether or not a quorum is present, SOR II shall have the right to make one or more successive postponements or adjournments of the Stockholders Meeting (provided, however, that the Stockholders Meeting shall not be postponed or adjourned to a date that is (i) more than thirty (30) days after the date for which the Stockholders Meeting was originally scheduled (excluding any adjournments or postponements required by applicable Law)) or (ii) more than one hundred twenty (120) days from the record date for the Stockholders Meeting; provided, further, the Stockholders Meeting may not be postponed or adjourned on the date the Stockholders Meeting is scheduled if SOR II shall have received proxies in respect of an aggregate number of shares of SOR II Common Stock, which have not been withdrawn, such that Stockholder Approval would be obtained at such meeting.

Preparation of the Form S. 4 and the Joint Proxy Statement; Shareholders MeetingsStockholder Approval. (a) As soon promptly as reasonably practicable following the date of this Agreement, CEI and NU (i) STAR III shall prepare (with STAR’s reasonable cooperation) and file cause to be filed with the SEC the Joint Proxy Statement in preliminary form with respect to the Stockholders Meeting and CEI, NU and the Company (ii) STAR shall prepare (with STAR III’s reasonable cooperation) and file cause to be filed with the SEC SEC, a registration statement on Form S-4 under the Securities Act (the “Form S-4”), which will include the Proxy Statement, to register under the Securities Act the shares of STAR Common Stock to be issued in which the Joint Proxy Statement will be included as a prospectusMerger, (together, the “Registered Securities”). Each of CEI, NU STAR III and the Company STAR shall use its reasonable best efforts to (A) have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. NU will use all reasonable best efforts to cause the Joint Proxy Statement to be mailed to the NU Shareholders, and CEI will use all reasonable best efforts to cause the Joint Proxy Statement to be mailed to the CEI Shareholders, in each case as promptly as practicable after (B) ensure that the Form S-4 is declared effective under complies in all material respects with the applicable provisions of the Exchange Act and the Securities ActAct and (C) keep the Form S-4 effective for so long as necessary to complete the Merger, unless this Agreement is terminated pursuant to Article 9. Each party hereto shall also take any action (other than qualifying to do business in any jurisdiction in which such party is not already so qualified) required to be taken under any applicable state or provincial securities laws in connection with the issuance of Company Common Stock in the Mergers STAR III and each party STAR shall furnish all information concerning itself itself, its Affiliates and the holders of its shareholders capital stock to the other Party and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and the Proxy Statement and shall provide to their and each other’s counsel such representations as reasonably necessary to render the opinions required to be filed therewith. The Form S-4 and the Proxy Statement shall include all information reasonably requested by such other Party to be included therein. Each of STAR III and STAR shall promptly notify the other Party upon the receipt of any such action. No filing of, comments from the SEC or amendment any request from the SEC for amendments or supplement to, supplements to the Form S-4 or the Joint Proxy Statement, and shall, as promptly as practicable after receipt thereof, provide the other Party with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand, and all written comments with respect to the Form S-4 or the Proxy Statement will be made without received from the approval of all parties hereto. Each party will SEC and advise the other partiesParty of any oral comments with respect to the Form S-4 or the Proxy Statement received from the SEC. Each of STAR III and STAR shall use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC with respect to the Form S-4 or the Proxy Statement. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) with the SEC, mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of STAR III and STAR, as applicable, shall cooperate and provide the other Party a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response) and shall give due consideration to all reasonable comments provided by the other Party. STAR shall notify STAR III, promptly after it receives notice thereof, of the time when of effectiveness of the Form S-4 has become effective or any supplement or amendment has been filedS-4, the issuance of any stop order, order relating thereto or the suspension of the qualification of the Company Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction, or any request by the SEC for amendment jurisdiction of the Joint Proxy Statement Registered Securities, and STAR shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. STAR shall also use its reasonable best efforts to take any other action required to be taken under the Form S-4 Securities Act, the Exchange Act, any applicable foreign or comments thereon state securities or “blue sky” Laws and responses thereto or requests by the SEC for additional information. If rules and regulations thereunder in connection with the issuance of the Registered Securities, and STAR III shall furnish all information concerning STAR III and its stockholders as may be reasonably requested in connection with any such actions. (b) If, at any time prior to the Effective Time receipt of the Stockholder Approval, any information relating to NU STAR or CEISTAR III, or any of their respective affiliatesAffiliates, trusteesshould be discovered by STAR or STAR III which, directors in the reasonable judgment of STAR or officersSTAR III, is discovered that should be set forth in an amendment of, or a supplement to to, any of the Form S-4 or the Joint 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 the light of the circumstances under which they were made, not misleading, the party Party that discovers such information shall promptly notify the other parties hereto Parties, and an appropriate amendment or supplement describing such information STAR and STAR III shall be promptly filed cooperate in the prompt filing with the SEC of any necessary amendment of, or supplement to, the Form S-4 or the Proxy Statement and, to the extent required by Applicable Law, disseminated in disseminating the information contained in such amendment or supplement to stockholders of STAR and STAR III. Nothing in this Section 7.1(b) shall limit the NU Shareholders obligations of any Party under Section 7.1(a). For purposes of Section 5.24, Section 4.22 and this Section 7.1, any information concerning or related to STAR III, its Affiliates or the CEI ShareholdersStockholders Meeting will be deemed to have been provided by STAR III, and any information concerning or related to STAR or its Affiliates will be deemed to have been provided by STAR. (bc) NU shall, as soon As promptly as practicable following the date of this Agreement, STAR III shall, in accordance with applicable Law and the STAR III Governing Documents, establish a record date for, duly call, give notice of, convene and hold a meeting of the NU Shareholders (the "NU Shareholders Meeting"), Stockholders Meeting solely for the purpose of obtaining the NU Shareholder Stockholder Approval (and shall, through its Board of Trustees, subject other matters that shall be submitted to the right holders of the Board of Trustees to terminate this Agreement in accordance with Section 4.02(b) in order to comply with its fiduciary duties to the NU ShareholdersSTAR III Common Stock at such meeting); provided, recommend to the NU Shareholders the approval and adoption of the Trust Agreement Amendments, this Agreement, the NU Merger and the other transactions contemplated hereby. Without limiting the generality of the foregoing but subject to its rights to terminate this Agreement pursuant to Section 4.02(b), NU agrees that its obligations pursuant to the first sentence of this Section 5.01(b) such record date shall not be affected by the commencement, public proposal, public disclosure or direct or indirect communication more than ninety (90) days prior to NU of any NU Takeover Proposal. (c) CEI shall, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of the CEI Shareholders (the "CEI Shareholders Stockholders Meeting"), for the purpose of obtaining the CEI Shareholder Approval and shall, through . STAR III shall use its Board of Directors, recommend to the CEI Shareholders the approval and adoption of this Agreement, the CEI Merger and the other transactions contemplated hereby. (d) CEI and NU will use reasonable best efforts to cause the definitive Proxy Statement to be mailed to STAR III’s stockholders entitled to vote at the Stockholders Meeting and to hold the CEI Shareholders Stockholders Meeting and the NU Shareholders Meeting on the same date and as soon as practicable after the date Form S-4 is declared effective under the Securities Act. STAR III shall, through the STAR III Special Committee and the STAR III Board, recommend to its stockholders that they provide the Stockholder Approval, include the STAR III Special Committee and STAR III Board Recommendation in the Proxy Statement and solicit and use its reasonable best efforts to obtain the Stockholder Approval, except to the extent that the STAR III Special Committee and STAR III Board shall have made an Adverse Recommendation Change as permitted by Section 7.3(c). Notwithstanding the foregoing provisions of this AgreementSection 7.1(c), if, on a date for which the Stockholders Meeting is scheduled, STAR III has not received proxies representing a sufficient number of shares of STAR III Common Stock to obtain the Stockholder Approval, whether or not a quorum is present, STAR III shall have the right to make one or more successive postponements or adjournments of the Stockholders Meeting (provided, however, that the Stockholders Meeting shall not be postponed or adjourned to a date that is (i) more than thirty (30) days after the date for which the Stockholders Meeting was originally scheduled (excluding any adjournments or postponements required by applicable Law)) or (ii) more than one hundred twenty (120) days from the record date for the Stockholders Meeting; provided, further, the Stockholders Meeting may not be postponed or adjourned on the date the Stockholders Meeting is scheduled if STAR III shall have received proxies in respect of an aggregate number of shares of STAR III Common Stock, which have not been withdrawn, such that Stockholder Approval would be obtained at such meeting.

Preparation of the Form S. 4 and the Joint Proxy Statement; Shareholders Meetings. (a) As soon promptly as practicable following after the date execution of this Agreement, CEI (i) Cardinal and NU Sarg shall jointly prepare and file cause to be filed with the SEC SEC, the Joint Proxy Statement and CEI, NU to be sent to the shareholders of Cardinal and the Company stockholders of Sarg, as applicable, relating to the Cardinal Shareholders Meeting and the Sarg Stockholders Meeting, (ii) Sarg shall prepare prepare, with reasonable cooperation from Cardinal, and Sarg shall file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus, in connection with the registration under the Securities Act of the shares of Sarg Common Stock to be issued in the Merger and (iii) and in no event later than the fifth Business Day following the date of this Agreement, each of Cardinal and Sarg shall commence a “broker search” in accordance with Rule 14a-13 of the Exchange Act. Each of CEI, NU Cardinal and the Company Sarg shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filingfiling (including by responding to comments of the SEC) and, prior to the effective date of the Form S-4, each of Cardinal and Sarg shall take all action reasonably required (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process in any such jurisdiction) to be taken under any applicable securities Laws in connection with the issuance of Sarg Common Stock in connection with the Merger. NU will Each of Cardinal and Sarg shall furnish all information as may be reasonably requested by the other party in connection with any such action and the preparation, filing and distribution of the Form S-4 and the Joint Proxy Statement. As promptly as practicable after the Form S-4 shall have become effective, each of Cardinal and Sarg shall use all its reasonable best efforts to cause the Joint Proxy Statement to be mailed to the NU Shareholders, and CEI will use all reasonable best efforts to cause the Joint Proxy Statement to be mailed to the CEI Shareholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Each party hereto shall also take any action (other than qualifying to do business in any jurisdiction in which such party is not already so qualified) required to be taken under any applicable state or provincial securities laws in connection with the issuance of Company Common Stock in the Mergers and each party shall furnish all information concerning itself and its shareholders as may be reasonably requested in connection with any such actionrespective shareholders. No filing of, or amendment or supplement to, the Form S-4 will be made by Sarg, and no filing of, or amendment or supplement to, the Joint Proxy Statement will be made by Cardinal or Sarg, in each case, without the approval of all parties hereto. Each party will advise providing the other parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Company Common Stock issuable in connection party with the Mergers for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon a reasonable opportunity to review and responses thereto or requests by the SEC for additional informationcomment thereon. If at any time prior to the Effective Time any information relating to NU Cardinal or CEISarg, or any of their respective affiliates, trustees, directors or officers, is should be discovered that by Cardinal or Sarg which should be set forth in an amendment or supplement to any of either the Form S-4 or the Joint Proxy Statement, so that any of either 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 that discovers such information shall promptly notify the other parties hereto party 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 NU Shareholders shareholders of Cardinal and the CEI Shareholders. (b) NU shallstockholders of Sarg, as soon applicable; provided, however, that the delivery of such notice and the filing of any such amendment or supplement shall not affect or be deemed to modify any representation or warranty made by any party hereunder (except for the representations and warranties set forth in Section 3.7 or Section 4.7, as practicable following applicable) or otherwise affect the date of this Agreement, duly call, give notice of, convene and hold a meeting of the NU Shareholders (the "NU Shareholders Meeting"), remedies available hereunder to any party. Except for the purpose of obtaining disclosing either a Sarg Adverse Recommendation Change or Cardinal Adverse Recommendation Change, as the NU Shareholder Approval and shallcase may be, through its Board of Trustees, subject no amendment or supplement to the right Form S-4 or the Joint Proxy Statement, nor any response to any comments or inquiry from the SEC with respect to such filings, will be made by Sarg or Cardinal without the approval of the Board of Trustees to terminate this Agreement in accordance with Section 4.02(b) in order to comply with its fiduciary duties to the NU Shareholdersother party, recommend to the NU Shareholders the which approval and adoption of the Trust Agreement Amendments, this Agreement, the NU Merger and the other transactions contemplated hereby. Without limiting the generality of the foregoing but subject to its rights to terminate this Agreement pursuant to Section 4.02(b), NU agrees that its obligations pursuant to the first sentence of this Section 5.01(b) shall not be affected unreasonably withheld, delayed or conditioned. Each party shall notify the other party promptly of the time when the Form S-4 has become effective, and of the issuance of any stop order or suspension of the qualification of the shares of Sarg Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. In addition, each party agrees to provide the other party and their respective counsel with copies of any written comments, and shall inform the other party of any oral comments, that such party or its counsel may receive from time to time from the SEC or its staff with respect to the Form S-4 or the Joint Proxy Statement promptly after receipt of such comments, and any written or oral responses thereto. Each party and their respective counsel shall be given a reasonable opportunity to review any such written responses and each party shall give due consideration to the additions, deletions or changes suggested thereto by the commencement, public proposal, public disclosure or direct or indirect communication to NU of any NU Takeover Proposalother party and their respective counsel. (c) CEI shall, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of the CEI Shareholders (the "CEI Shareholders Meeting"), for the purpose of obtaining the CEI Shareholder Approval and shall, through its Board of Directors, recommend to the CEI Shareholders the approval and adoption of this Agreement, the CEI Merger and the other transactions contemplated hereby. (d) CEI and NU will use reasonable best efforts to hold the CEI Shareholders Meeting and the NU Shareholders Meeting on the same date and as soon as practicable after the date of this Agreement.

Preparation of the Form S. 4 and the Joint Proxy Statement/Prospectus; Shareholders MeetingsStockholders Meeting. (a) As soon as practicable following the date of this Agreement, CEI Parent and NU the Company shall jointly prepare and file cause to be filed with the SEC the Joint Proxy Statement Statement/Prospectus, in preliminary form, and CEI, NU and the Company Parent shall prepare and file cause to be filed with the SEC the Form S-4, in which the Joint Proxy Statement Statement/Prospectus, in preliminary form, will be included as a prospectus. The Form S-4, including the Proxy Statement/Prospectus shall be prepared in cooperation with and remain subject in all respects to the review and comment of Parent and its legal counsel, and the Company and its legal counsel prior to filing with the SEC. Each of CEI, NU Parent and the Company shall use its reasonable best efforts (i) to cause the Form S-4 and the Proxy Statement/Prospectus to comply in all material respects with all applicable rules, regulations and requirements of the Exchange Act or Securities Act, (ii) to promptly notify the other upon receipt of, and cooperate with each other and use reasonable best efforts to respond to, any comments or requests of the SEC or its staff, including for any amendment or supplement to the Form S-4 or Proxy Statement/Prospectus; (iii) to promptly provide the other party with copies of all written correspondence and a summary of all oral communications between it or its Representatives, on the one hand, and the SEC or its staff, on the other hand, relating to the Form S-4 or the Proxy Statement/Prospectus; (iv) to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing, (v) prior to the effective date of the Form S-4, to take all action reasonably required to be taken under any applicable state securities Laws in connection with the Parent Common Stock issuable in connection with Merger I; (vi) to use reasonable best efforts to keep the Form S-4 effective through the Closing in order to permit the consummation of Merger I; and (vii) to cooperate with, and provide the other party with a reasonable opportunity to review and comment in advance on the Form S-4 and the Proxy Statement/Prospectus (including any amendments or supplements to the Form S-4 or the Proxy Statement/Prospectus) and any substantive correspondence (including all responses to SEC comments), prior to filing with the SEC or mailing, and shall provide to the other a copy of all such filings or communications made with the SEC, except to the extent such disclosure or communication relates to a Company Acquisition Proposal. NU will Parent shall use all reasonable best efforts to obtain any necessary state securities Law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement; provided, however, that Parent shall not be required to qualify to do business in any jurisdiction in which it is not now so qualified or file a general consent to service of process in any jurisdiction. The Company shall use its reasonable best efforts to cause the Joint Proxy Statement Statement/Prospectus to be mailed filed with the SEC and distributed to the NU Shareholders, holders of Company Common Stock and CEI will use all reasonable best efforts to cause made available on the Joint Proxy Statement to be mailed to the CEI Shareholders, in each case internet as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Each party hereto shall also take any action (other than qualifying to do business in any jurisdiction in which such party is not already so qualified) required to be taken under any applicable state or provincial securities laws in connection with the issuance of Company Common Stock in the Mergers and each party shall furnish all information concerning itself and its shareholders as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement Statement/Prospectus will be made by Parent or the Company, as applicable, without the approval of all parties hereto. Each party will advise other’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other partiesthe opportunity to review and comment thereon. Parent or the Company, as applicable, will notify the other promptly after it receives oral or written notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Company Parent Common Stock issuable in connection with the Mergers Merger I for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Joint Proxy Statement Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication received from the SEC or any state securities commission. If at any time prior to the Effective Time any information relating to NU Parent or CEIthe Company, or any of their respective affiliatesAffiliates, trustees, directors officers or officersdirectors, is discovered that by Parent or the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus, 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 that discovers such information shall promptly notify the other parties hereto party and an appropriate amendment or supplement describing such information shall be prepared promptly and, after the other party has had a reasonable opportunity to review and comment thereon, shall be filed promptly with the SEC SEC, and, to the extent required by Applicable applicable Law, disseminated to the NU Shareholders and stockholders of the CEI ShareholdersCompany. The Company shall cause the Proxy Statement/Prospectus to be mailed to the stockholders of the Company as promptly as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Notwithstanding anything to the contrary in this Section 5.4(a), nothing in this Section 5.4(a) shall prohibit the Company or Parent from making any filing of any Quarterly Report on Form 10-Q, Annual Report on Form 10-K or Current Report on Form 8-K required pursuant to the Exchange Act. (b) NU The Company shall, as soon as reasonably practicable following effectiveness of the date of this AgreementForm S-4, duly call, give notice of, convene and hold a meeting of the NU Shareholders its stockholders (the "NU Shareholders “Company Stockholder Meeting"), ”) for the purpose of obtaining seeking the NU Shareholder Approval Company Stockholder Approval. The Company will conduct a broker search in anticipation of the Company Stockholder Meeting in compliance with SEC Rule 14a-3, assuming the earliest record date practicable and, from time to time, conduct additional broker searches as reasonable requested by Parent. Subject to Section 5.3(e), Section 5.3(f) and Section 5.3(g), the Company shall, through the Company Board, recommend that its stockholders adopt and approve this Agreement and the Transactions, including Merger I (the “Company Recommendation”), and shall use reasonable best efforts to (i) solicit from its stockholders proxies in favor of the adoption of this Agreement and (ii) take all other action necessary or advisable to secure the Company Stockholder Approval, and the Company Board shall not make a Company Adverse Recommendation Change. The Company, in consultation with Parent, shall set a record date for determining the Persons entitled to notice of, and to vote at, the Company Stockholder Meeting. The Company shall have the right to postpone or adjourn the Company Stockholder Meeting (A) by not more than thirty (30) days in the aggregate (1) for the absence of Trusteesa quorum, subject (2) to allow reasonable additional time to solicit additional proxies to the right extent that at such time the Company has not received a number of proxies that it reasonably believes sufficient to obtain the Company Stockholder Approval at the Company Stockholder Meeting, (3) to allow reasonable additional time to distribute any supplement or amendment to the Proxy Statement/Prospectus that the Company Board has determined in good faith to be necessary under applicable Law or to give the stockholders of the Board of Trustees Company sufficient time to terminate this Agreement in accordance with Section 4.02(b) in order to comply with its fiduciary duties evaluate any information or disclosures that have been sent to the NU Shareholders, recommend stockholders of Company or (4) to the NU Shareholders extent required by applicable Law, or (B) with the approval and adoption written consent of the Trust Agreement Amendments, this Agreement, the NU Merger and the other transactions contemplated herebyParent. Without limiting the generality of the foregoing but subject to its rights to terminate this Agreement pursuant to Section 4.02(b)foregoing, NU agrees that its the Company’s obligations pursuant to the first sentence of this Section 5.01(b5.4(b) shall not be affected by the commencement, public proposal, public disclosure or direct public or indirect private communication to NU the Company of any NU Takeover Proposal. (c) CEI shall, Company Acquisition Proposal or by a Company Adverse Recommendation Change unless this Agreement has been terminated in accordance with Section 7.1. The Company shall keep Parent reasonably informed as soon as practicable following to the date aggregate number of shares of Company Common Stock entitled to vote at the Company Stockholder Meeting for which proxies have been received by the Company and the number of such proxies authorizing the holder therefor to vote in favor of the adoption and approval of this Agreement, duly call, give notice of, convene and hold a meeting of the CEI Shareholders (the "CEI Shareholders Meeting"), for the purpose of obtaining the CEI Shareholder Approval and shall, through its Board of Directors, recommend to the CEI Shareholders the approval and adoption of this Agreement, the CEI Merger Agreement and the other transactions contemplated herebyTransactions. (d) CEI and NU will use reasonable best efforts to hold the CEI Shareholders Meeting and the NU Shareholders Meeting on the same date and as soon as practicable after the date of this Agreement.

Preparation of the Form S. 4 and the Joint Proxy Statement; Shareholders MeetingsStockholder Approval. (a) As soon promptly as reasonably practicable following the date of this Agreement, CEI and NU (i) REIT I shall prepare (with REIT II’s reasonable cooperation) and file cause to be filed with the SEC the Joint Proxy Statement in preliminary form with respect to the Stockholders Meeting, and CEI, NU and the Company (ii) REIT II shall prepare (with REIT I’s reasonable cooperation) and file cause to be filed with the SEC SEC, a registration statement on Form S-4 under the Securities Act (the “Form S-4”), which will include the Proxy Statement, to register under the Securities Act the shares of REIT II Class A Common Stock to be issued in which the Joint Proxy Statement will be included as a prospectusMerger (together, the “Registered Securities”). Each of CEI, NU REIT II and the Company REIT I shall use its commercially reasonable best efforts to (A) have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. NU will use all reasonable best efforts to cause the Joint Proxy Statement to be mailed to the NU Shareholders, and CEI will use all reasonable best efforts to cause the Joint Proxy Statement to be mailed to the CEI Shareholders, in each case as promptly as practicable after (B) ensure that the Form S-4 is declared effective under complies in all material respects with the applicable provisions of the Exchange Act and the Securities ActAct and (C) keep the Form S-4 effective for so long as necessary to complete the Merger, unless this Agreement is terminated pursuant to Article 9. Each party hereto shall also take any action (other than qualifying to do business in any jurisdiction in which such party is not already so qualified) required to be taken under any applicable state or provincial securities laws in connection with the issuance of Company Common Stock in the Mergers REIT II and each party REIT I shall furnish all information concerning itself itself, its Affiliates and the holders of its shareholders capital stock to the other Party and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and the Proxy Statement and shall provide to their and each other’s counsel such representations as reasonably necessary to render the opinions required to be filed therewith. The Form S-4 and the Proxy Statement shall include all information reasonably requested by such other Party to be included therein. Each of REIT II and REIT I shall promptly notify the other Party upon the receipt of any such action. No filing of, comments from the SEC or amendment any request from the SEC for amendments or supplement to, supplements to the Form S-4 or the Joint Proxy Statement, and shall, as promptly as practicable after receipt thereof, provide the other Party with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand, and all written comments with respect to the Form S-4 or the Proxy Statement will be made without received from the approval of all parties hereto. Each party will SEC and advise the other partiesParty of any oral comments with respect to the Form S-4 or the Proxy Statement received from the SEC. Each of REIT II and REIT I shall use its commercially reasonable efforts to respond as promptly as practicable to any comments from the SEC with respect to the Form S-4 or the Proxy Statement. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) with the SEC, mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of REIT II and REIT I, as applicable, shall cooperate and provide the other Party a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response) and shall give due consideration to all reasonable comments provided by the other Party. REIT II shall notify REIT I, promptly after it receives notice thereof, of the time when of effectiveness of the Form S-4 has become effective or any supplement or amendment has been filedS-4, the issuance of any stop order, order relating thereto or the suspension of the qualification of the Company Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction, or any request by the SEC for amendment jurisdiction of the Joint Proxy Statement Registered Securities, and REIT II shall use its commercially reasonable efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. REIT II shall also use its commercially reasonable efforts to take any other action required to be taken under the Form S-4 Securities Act, the Exchange Act, any applicable foreign or comments thereon state securities or “blue sky” Laws and responses thereto or requests by the SEC for additional information. If rules and regulations thereunder in connection with the issuance of the Registered Securities, and REIT I shall furnish all information concerning REIT I and its stockholders as may be reasonably requested in connection with any such actions. (b) If, at any time prior to the Effective Time receipt of the Stockholder Approval, any information relating to NU REIT I or CEIREIT II, or any of their respective affiliatesAffiliates, trusteesshould be discovered by REIT I or REIT II which, directors in the reasonable judgment of REIT I or officersREIT II, is discovered that should be set forth in an amendment of, or a supplement to any of to, either the Form S-4 or the Joint 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 Party that discovers such information shall promptly notify the other parties hereto Parties, and an appropriate amendment or supplement describing such information REIT I and REIT II shall be promptly filed cooperate in the prompt filing with the SEC of any necessary amendment of, or supplement to, the Form S-4 or the Proxy Statement and, to the extent required by Applicable Law, disseminated in disseminating the information contained in such amendment or supplement to stockholders of REIT I and REIT II. Nothing in this Section 7.1(b) shall limit the NU Shareholders obligations of any Party under Section 7.1(a). For purposes of this Section 7.1, any information concerning or related to REIT II or its Affiliates will be deemed to have been provided by REIT II, and any information concerning or related to REIT I, its Affiliates or the CEI Shareholders.Stockholders Meeting will be deemed to have been provided by REIT I. (bc) NU shall, as soon As promptly as practicable following the date of this Agreement, REIT I shall, in accordance with applicable Law and the REIT I Governing Documents, establish a record date for, duly call, give notice of, convene and hold a meeting of the NU Shareholders (the "NU Shareholders Meeting"), Stockholders Meeting for the purpose of obtaining the NU Shareholder Stockholder Approval (and shall, through its Board of Trustees, subject other matters that shall be submitted to the right holders of the Board of Trustees to terminate this Agreement in accordance with Section 4.02(b) in order to comply with its fiduciary duties to the NU ShareholdersREIT I Common Stock at such meeting); provided, recommend to the NU Shareholders the approval and adoption of the Trust Agreement Amendments, this Agreement, the NU Merger and the other transactions contemplated hereby. Without limiting the generality of the foregoing but subject to its rights to terminate this Agreement pursuant to Section 4.02(b), NU agrees that its obligations pursuant to the first sentence of this Section 5.01(b) such record date shall not be affected by the commencement, public proposal, public disclosure or direct or indirect communication more than ninety (90) days prior to NU of any NU Takeover Proposal. (c) CEI shall, as soon as practicable following the date of this Agreement, duly call, give notice of, convene the Stockholders Meeting. REIT I shall use its commercially reasonable efforts to cause the definitive Proxy Statement to be mailed to REIT I’s stockholders entitled to vote at the Stockholders Meeting and hold a meeting of the CEI Shareholders (the "CEI Shareholders Meeting"), for the purpose of obtaining the CEI Shareholder Approval and shall, through its Board of Directors, recommend to the CEI Shareholders the approval and adoption of this Agreement, the CEI Merger and the other transactions contemplated hereby. (d) CEI and NU will use reasonable best efforts to hold the CEI Shareholders Stockholders Meeting and the NU Shareholders Meeting on the same date and as soon as practicable after the date Form S-4 is declared effective under the Securities Act. REIT I shall, through the REIT I Special Committee and the REIT I Board, recommend to its stockholders that they provide the Stockholder Approval, include the REIT I Special Committee and REIT I Board Recommendation in the Proxy Statement and solicit and use its commercially reasonable efforts to obtain the Stockholder Approval, except to the extent that the REIT I Special Committee and REIT I Board shall have made an Adverse Recommendation Change as permitted by Section 7.3. Notwithstanding the foregoing provisions of this AgreementSection 7.1(c), if, on a date for which the Stockholders Meeting is scheduled, REIT I has not received proxies representing a sufficient number of shares of REIT I Common Stock to obtain the Stockholder Approval, whether or not a quorum is present, REIT I shall have the right to make one or more successive postponements or adjournments of the REIT I Stockholders Meeting (provided, however, that the Stockholders Meeting shall not be postponed or adjourned to a date that is (i) more than thirty (30) days after the date for which the Stockholders Meeting was originally scheduled (excluding any adjournments or postponements required by applicable Law)) or (ii) more than one hundred twenty (120) days from the record date for the Stockholders Meeting; provided, further, the Stockholders Meeting may not be postponed or adjourned on the date the Stockholders Meeting is scheduled if REIT I shall have received proxies in respect of an aggregate number of shares of REIT I Common Stock, which have not been withdrawn, such that Stockholder Approval would be obtained at such meeting.

Preparation of the Form S. 4 and the Joint Proxy Statement; Shareholders MeetingsCompany Stockholders Meeting. (a) As soon as reasonably practicable following the date of this Agreement, CEI and NU shall prepare and file with the SEC the Joint Proxy Statement and CEI, NU Parent and the Company shall jointly prepare and file cause to be filed with the SEC a proxy statement to be sent to the stockholders of the Company relating to the Company Stockholders Meeting (together with any amendments or supplements thereto, the “Proxy Statement”) and Parent shall prepare and cause to be filed with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of CEI, NU Parent and the Company shall (i) prepare and cause the foregoing to be filed within five (5) Business Days following the last day of the Transaction Solicitation Period, provided that if as of the last day of the Transaction Solicitation Period any Person continues to be an Excluded Party, such filing shall be made within five (5) Business Days following the date no Person continues to be an Excluded Party, and (ii) use its their respective reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly soon as reasonably practicable after such filing. NU will Each of the Company and Parent shall furnish all information concerning such Person and its Affiliates to the other, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and Proxy Statement, and the Form S-4 and Proxy Statement shall include all information reasonably requested by such other party to be included therein. Each of the Company and Parent shall promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 or Proxy Statement and shall provide the other with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. Each of the Company and Parent shall use all its reasonable best efforts to cause respond as soon as reasonably practicable to any comments from the Joint SEC with respect to the Form S-4 or Proxy Statement. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to be mailed any comments of the SEC with respect thereto, each of the Company and Parent (i) shall provide the other an opportunity to review and comment on such document or response (including the proposed final version of such document or response), (ii) shall consider in good faith all comments reasonably proposed by the other and (iii) shall not file or mail such document or respond to the NU ShareholdersSEC prior to receiving the approval of the other, which approval shall not be unreasonably withheld, conditioned or delayed. Each of the Company and Parent shall advise the other, promptly after receipt of notice thereof, of the time of effectiveness of the Form S-4, the issuance of any stop order relating thereto or the suspension of the qualification of the Stock Consideration for offering or sale in any jurisdiction, and CEI will each of the Company and Parent shall use all its reasonable best efforts to cause have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Joint Company and Parent shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” laws and the rules and regulations thereunder in connection with the Merger and the issuance of the Stock Consideration. (b) If prior to the Effective Time, any event occurs with respect to Parent or any Parent Subsidiary, or any change occurs with respect to other information supplied by Parent for inclusion in the Proxy Statement or the Form S-4, which is required to be mailed described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Parent shall promptly notify the Company of such event, and Parent and the Company shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the CEI ShareholdersProxy Statement or the Form S-4 and, as required by Law, in each case disseminating the information contained in such amendment or supplement to the Company’s stockholders. Nothing in this Section 6.01(b) shall limit the obligations of any party under Section 6.01(a). (c) If prior to the Effective Time, any event occurs with respect to the Company or any Company Subsidiary, or any change occurs with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, the Company shall promptly notify Parent of such event, and the Company and Parent shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement or the Form S-4 and, as promptly required by Law, in disseminating the information contained in such amendment or supplement to the Company’s stockholders. Nothing in this Section 6.01(c) shall limit the obligations of any party under Section 6.01(a). (d) The Company shall, as soon as practicable after the Form S-4 is declared effective under the Securities Act. Each party hereto shall also take any action , (other than qualifying to do business in any jurisdiction in which such party is not already so qualifiedi) required to be taken under any applicable state or provincial securities laws in connection with the issuance of Company Common Stock in the Mergers and each party shall furnish all information concerning itself and its shareholders as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made without the approval of all parties hereto. Each party will advise the other parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Company Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to NU or CEI, or any of their respective affiliates, trustees, directors or officers, is discovered that should be set forth in an amendment or supplement to any of the Form S-4 or the Joint 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 that discovers such information shall promptly notify the 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 NU Shareholders and the CEI Shareholders. (b) NU shall, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting the Company Stockholders Meeting for the sole purpose of seeking the NU Shareholders Company Stockholder Approval, (ii) cause the "NU Shareholders Meeting"Proxy Statement to be mailed to the Company’s stockholders and (iii) subject to Section 5.03(a) and Section 5.03(d), for solicit the purpose of obtaining the NU Shareholder Approval and Company Stockholder Approval. The Company shall, through its Board of Trustees, subject to the right of the Board of Trustees to terminate this Agreement in accordance with Section 4.02(b) in order to comply with its fiduciary duties to the NU ShareholdersCompany Board, recommend to its stockholders that they give the NU Shareholders Company Stockholder Approval and shall include such recommendation in the approval Proxy Statement, except to the extent that the Company Board shall have made an Adverse Recommendation Change as permitted by Section 5.03(a). Notwithstanding the foregoing provisions of this Section 6.01(d), if on a date for which the Company Stockholders Meeting is scheduled, (i) the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Stockholder Approval, whether or not a quorum is present, (ii) after consultation between the Company and adoption Parent, the failure to adjourn or postpone the Company Stockholders Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement or (iii) Parent otherwise provides written consent to such postponements or adjournments, the Company shall make one or more successive postponements or adjournments of the Trust Agreement AmendmentsCompany Stockholders Meeting, this Agreement, provided that the NU Merger and Company Stockholders Meeting is not postponed or adjourned to a date that is more than 30 days after the other transactions contemplated herebydate for which the Company Stockholders Meeting was originally scheduled (excluding any adjournments or postponements required by applicable Law). Without limiting the generality of the foregoing but subject to its rights to terminate this Agreement pursuant to Section 4.02(b), NU The Company agrees that its obligations to hold the Company Stockholders Meeting pursuant to the first sentence of this Section 5.01(b) 6.01 shall not be affected by the commencement, public proposal, public disclosure or direct or indirect communication to NU the Company of any NU Takeover Proposal. Proposal or by the making of any Adverse Recommendation Change by the Company Board unless the Agreement is terminated in accordance with its terms; provided, however, that if the public announcement of an Adverse Recommendation Change or the Company’s delivery of a written notice to Parent of an Adverse Recommendation Change is less than ten (c10) CEI shall, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of the CEI Shareholders (the "CEI Shareholders Meeting"), for the purpose of obtaining the CEI Shareholder Approval and shall, through its Board of Directors, recommend Business Days prior to the CEI Shareholders the approval and adoption of this AgreementCompany Stockholders Meeting, the CEI Merger and Company shall be entitled to postpone the other transactions contemplated herebyCompany Stockholders Meeting to a date not more than ten (10) Business Days after such event. (d) CEI and NU will use reasonable best efforts to hold the CEI Shareholders Meeting and the NU Shareholders Meeting on the same date and as soon as practicable after the date of this Agreement.