Common use of Proxy Statement Clause in Contracts

Proxy Statement. (i) As promptly as practicable after the execution of this Agreement, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, 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. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquiror.

Proxy Statement. (i) As In the case of the Stockholders’ Meeting, promptly following the Call Closing, and (ii) in the case of the Initial Stockholders’ Meeting, as promptly as practicable after following the execution of this AgreementCommencement Date, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement to be filed Proxy Statement with the SEC under the Exchange Act, and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the such Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror CIG, the NBCU Entities and the Company agrees to furnish to shall cooperate with each other in the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding preparation of each such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, and the Company or shall notify CIG and the Company’s Subsidiaries NBCU Entities of the receipt of any comments of the SEC with respect to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the each such Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or and of any request requests by the SEC for the any amendment or supplement of the Proxy Statement thereto or for additional information. To information and shall promptly provide to CIG and the extent not prohibited by Law, NBCU Entities copies of all correspondence between the Company or any representative of the Company and the SEC with respect thereto. The Company shall give CIG, the NBCU Entities and their respective counsel shall be given a reasonable opportunity to review and comment on each Proxy Statement, including all amendments and supplements thereto, prior to such documents being filed with the SEC or disseminated to the holders of shares of Voting Stock, and shall give CIG, the NBCU Entities and their respective counsel a reasonable opportunity to review and comment on all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, CIG and the NBCU Entities agrees to use its reasonable best efforts, after consultation with each other, to respond promptly to all such comments of and requests by the SEC and to cause each Proxy Statement and all required amendments and supplements thereto to be mailed to the holders of shares of Voting Stock at the earliest practicable time. The proxy statement to be sent to the stockholders of the Company in connection with the Initial Stockholders’ Meeting and, if necessary, the Stockholders’ Meeting, or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”), shall not, on the date the Proxy Statement and (or any Other Document each time before any such document amendment or supplement thereto) is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and the Company, at the time of the Special Initial Stockholders’ Meeting and, if necessary, at the time of the Stockholders’ Meeting, and at the Effective Time, contain any untrue statement which, at the time and in light of a the circumstances under which it was made, is false or misleading with respect to any material fact fact, or omit which omits to state any material fact required to be stated therein or necessary in order to make the statements therein, therein not false or misleading or necessary to correct any statement in light of the circumstances under which they are made, not misleading. (iv) If at any time prior earlier communication with respect to the Closing solicitation of proxies for the Initial Stockholders’ Meeting or, if necessary, the Stockholders’ Meeting which shall have become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information relating to Acquirorsupplied by CIG, the Company, any of the Company’s Subsidiaries, NBCU Entities or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth representatives for inclusion in an amendment or supplement to the such Proxy Statement, so that such document would include any misstatement of a . Such Proxy Statement shall comply in all material fact or omit respects as to state any material fact necessary to make form with the statements therein, in light requirements of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of AcquirorExchange Act.

Proxy Statement. (ia) As promptly as practicable after the execution of this Agreement, the Company shall prepare and file the Proxy Statement with the SEC. (xb) Acquiror Each of the Buyer and the Company shall jointly prepare and Acquiror shall file with respond to any comments of the SEC, a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statementif any, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement be cleared by the SEC under the Exchange Act and, as promptly as practicablepracticable after such filing, mailed to its shareholders at the earliest practicable time thereafter. Each of Acquiror the Buyer and the Company agrees to furnish to shall notify the other party all information concerning itself, promptly upon the receipt of any comments from the SEC or its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, staff or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or government officials and of any request by the SEC or its staff or any other government officials for the amendment amendments or supplement of supplements to the Proxy Statement or any filing pursuant to this Section or for additional information. To information and shall supply the extent not prohibited by Lawother with copies of all correspondence between such party or any of its representatives, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement one hand, and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement Statement, the Merger or Other Documents promptly after receipt of those comments any filing pursuant to this Section. The Company shall use its best efforts to cause all documents that it is responsible for filing with the SEC or other communications and (ii) a reasonable opportunity regulatory authorities under this Section to participate comply in the response all material respects with all applicable requirements of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror Law and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror rules and at the time of the Special Meeting, contain regulations promulgated thereunder. Whenever 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. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include Statement or any misstatement of a material fact or omit filing pursuant to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingthis Section, the party which discovers such information Buyer or the Company, as the case may be, shall promptly notify inform the other parties of such occurrence and an appropriate amendment or supplement describing such information shall be promptly filed cooperate in filing with the SEC andor its staff or any other government officials, and/or mailing to shareholders of the Company, such amendment or supplement. (c) The Buyer and the Company shall promptly make all necessary filings with respect to the extent required by LawMerger under the Securities Act, disseminated to the stockholders of AcquirorExchange Act, applicable state blue sky Laws and the rules and regulations thereunder.

Proxy Statement. (ia) As promptly as practicable after the execution of this Agreement, (x) Acquiror ASC and the Company MeriStar shall jointly prepare and Acquiror shall file with the SEC, SEC a single document that will constitute (i) the proxy statement of MeriStar relating to the special meeting of MeriStar's stockholders (the "MeriStar Stockholders Meeting") to be filed held to consider approval and adoption of the MeriStar Proposals, (ii) the proxy statement of ASC relating to the special meeting of ASC's stockholders (the "ASC Stockholders Meeting") to be held to consider approval of the ASC Proposals and (iii) the registration statement on Form S-4 of ASC (together with all amendments thereto, the "Registration Statement"), in connection with the SEC and sent registration under the Securities Act of ASC Common Stock to be issued to the stockholders of Acquiror relating to MeriStar in connection with the Special Meeting Merger and the prospectus included in the Registration Statement (such proxy statementsingle document, together with any amendments thereof or supplements thereto, the “"Proxy Statement”"). Each Substantially contemporaneously with the filing of Acquiror the Proxy Statement with the SEC, copies of the Proxy Statement shall be provided to the NYSE. ASC and the Company MeriStar each shall use its reasonable best efforts to cause the Proxy Registration Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act become effective as promptly as practicable. Each of Acquiror and the Company agrees to furnish , and, prior to the other party effective date of the Registration Statement (the "Registration Statement Effective Date"), ASC shall take all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested any reasonable action required under any applicable Law in connection with the Proxy Statement, a Current Report on Form 8-K issuance of ASC Common Stock pursuant to the Exchange Act Merger. ASC or MeriStar, as the case may be, shall furnish all information concerning ASC or MeriStar as the other party may reasonably request in connection with such actions and the Transactionspreparation of the Proxy Statement. As promptly as practicable after the Registration Statement Effective Date, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to and all associated materials (collectively, the "Proxy Materials") will be mailed to the stockholders of Acquiror ASC and MeriStar. ASC and MeriStar shall cause the Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of (i) the Exchange Act, including Sections 14(a) and 14(d) thereof, (ii) the Securities Act, (iii) the rules and regulations of the NYSE and (iv) the DGCL. (1) The Proxy Statement shall include the unanimous and unconditional recommendation of the Board of Directors of MeriStar to the stockholders of MeriStar that they vote in favor of the adoption of this Agreement and the Merger; provided, however, that the Board of Directors of MeriStar may, at any time prior to the Effective Time, withdraw, modify or change any such recommendation if the Board of Directors of MeriStar determines in good faith that failure to so withdraw, modify or change its recommendation would cause the Board of Directors of MeriStar to breach its fiduciary duties to MeriStar's stockholders under applicable Laws after receipt of advice from its outside advisors (which may be MeriStar's regularly-engaged independent legal counsel). In addition, the Proxy Statement and the Proxy Materials will include a copy of the written opinion of the MeriStar Financial Advisor referred to in Section 3.20. (2) The Proxy Statement shall include the unanimous and unconditional recommendation of the Board of Directors of ASC to the stockholders of ASC that they vote in favor of the issuance of ASC Common Stock to be issued in the Merger; provided, however, that the Board of Directors of ASC may, at any time prior to the Effective Time, withdraw, modify or change any such recommendation if the Board of Directors of ASC determines in good faith that failure to so withdraw, modify or change its recommendation would cause the Board of Directors of ASC to breach its fiduciary duties to ASC's stockholders under applicable Laws after receipt of advice from its outside advisors (which may be ASC's independent legal counsel). In addition, the Proxy Statement and the Proxy Materials will include a copy of the written opinion of the ASC Financial Advisor referred to in Section 4.19. (c) No amendment or supplement to the Proxy Statement shall be made without the approval of each case of ASC and MeriStar, which approval shall not be unreasonably withheld or delayed. Each of ASC and MeriStar shall advise the other, promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Registration Statement has been cleared become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of ASC Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of any request by the SEC or the NYSE for the amendment or supplement of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iiid) Each of Acquiror and the Company shall ensure that none of the The information supplied by or on its behalf MeriStar for inclusion or incorporation by reference in the Proxy Statement willshall not, at (i) the date it time the Registration Statement is declared effective, (ii) the time the Proxy Materials (or any amendment of or supplement to the Proxy Materials) is first mailed to the stockholders of Acquiror each of ASC and at MeriStar, (iii) the time of MeriStar Stockholders Meeting, and (iv) the Special time of ASC Stockholders Meeting, contain any untrue statement of a material fact or omit fail to state any material fact required to be stated therein in the Proxy Statement or necessary in order to make the statements therein, in light of the circumstances under which they are made, Proxy Statement not misleading. (iv) . If at any time prior to the Closing Effective Time any information event or circumstance relating to Acquiror, the Company, MeriStar or any of the Company’s SubsidiariesMeriStar Subsidiary, or their respective Affiliatesofficers or directors, directors or officers is should be discovered by the Company or Acquiror, which is required to MeriStar that should be set forth in an amendment or a supplement to the Proxy Statement, so MeriStar shall promptly inform ASC. All documents that such document would include MeriStar is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement shall comply as to form and substance in all material respects with the applicable requirements of the DGCL, the Securities Act and the Exchange Act. (e) The information supplied by ASC for inclusion in the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Materials (or any misstatement amendment of or supplement to the Proxy Materials) are first mailed to the stockholders of each of ASC and MeriStar, (iii) the time of the MeriStar Stockholders Meeting, and (iv) the time of the ASC Stockholders Meeting, contain any untrue statement of a material fact or omit fail to state any material fact required to be stated in the Proxy Statement or necessary in order to make the statements thereinin the Proxy Statement not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to ASC or any ASC Subsidiary, or their respective officers or directors, should be discovered by ASC that should be set forth in light an amendment or a supplement to the Proxy Statement, ASC shall promptly inform MeriStar. All documents that ASC is responsible for filing in connection with the transactions contemplated by this Agreement shall comply as to form and substance in all material aspects with the applicable requirements of the circumstances under which they were made, not misleadingDGCL, the party which discovers such information shall promptly notify Securities Act and the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of AcquirorExchange Act.

Proxy Statement. (i) As promptly as practicable after the execution of this Agreement, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, 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. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquiror.

Proxy Statement. (ia) As Each of Company and Acquiror shall cooperate and as promptly as practicable after the execution of this Agreementprepare, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, a proxy registration statement to be filed with on Form S-4 (or other appropriate form) for the SEC and sent to purpose of registering under the stockholders Securities Act the issuance of Acquiror relating to Common Stock issuable in the Special Meeting Merger (such proxy statementForm S-4, together with and any amendments or supplements thereto, the “Form S-4”), which Form S-4 shall contain a prospectus relating to such issuance, which shall include the proxy statement prepared by Company pursuant to Regulation 14A under the Exchange Act with respect to the Stockholders’ Meeting (the “Proxy Statement/Prospectus”). Each of Company and Acquiror shall use their respective reasonable best efforts to have the Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger and any other transactions contemplated thereby (such period the “Effectiveness Period”). Company and Acquiror 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 or communications regarding the Proxy Statement/Prospectus or Form S-4 received from the SEC. Company and Acquiror shall cooperate and provide the other with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement/Prospectus or the Form S-4 prior to filing the same with the SEC, and such parties will provide promptly each other with a copy of all such filings made with the SEC. (b) Company will use its reasonable best efforts to cause the Proxy Statement Statement/Prospectus to comply with be mailed to the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act Company Common Stockholders as promptly as practicablepracticable after the Form S-4 is declared effective under the Securities Act. Each of Acquiror and the Company agrees to shall furnish to the other party all information concerning itself, it and the holders of its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or capital stock as may be reasonably requested in connection with any such action. Each party will advise the Proxy Statementother party, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement Form S-4 has been cleared become effective, the issuance of any stop order, the suspension of the qualification of the Acquiror Common Stock issuable in connection with the Merger or saleable in any supplement public sale for offering or amendment has been filed, sale in any jurisdiction or of any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4. (c) Each of Company and Acquiror agrees that the information provided by it for inclusion in the Proxy Statement/Prospectus and the Form S-4 and each amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement willthereto, at the date it is first mailed to the stockholders time of Acquiror mailing thereof and at the time of the Special Stockholders’ Meeting, contain any will not include an untrue statement of a material fact or omit to state any a 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. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would 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. If at any time prior to the termination of the Effectiveness Period, there shall occur any event with respect to Company, Acquiror or any of their Subsidiaries, or with respect to any information provided by Company or Acquiror for inclusion in the party Proxy Statement/Prospectus or the Form S-4, which discovers event is required to be described in an amendment of or supplement to the Proxy Statement/Prospectus or the Form S-4, such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC andSEC, to the extent as required by Lawapplicable law, and disseminated to the stockholders of AcquirorCompany Common Stockholders.

Proxy Statement. (ia) As promptly as practicable after the execution of this AgreementAgreement and in any event not more than thirty (30) days after the Execution Date, (x) Acquiror EXCO shall, in consultation with ESAS, prepare, and the Company shall jointly prepare and Acquiror EXCO shall file with the SEC, a preliminary proxy statement to be filed materials in compliance with Section 14 of the SEC and sent to the stockholders of Acquiror relating to the Special Meeting Exchange Act (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each As promptly as practicable after comments, if any, are received from the SEC thereon and after the furnishing by EXCO and ESAS of Acquiror all information required to be contained therein, EXCO shall, in consultation with ESAS, prepare and EXCO shall file any required amendments, if any, with the SEC. EXCO shall notify ESAS promptly of 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 shall consult with ESAS regarding, and supply ESAS with copies of, all correspondence between EXCO or any of its Representatives, on the one hand, and the Company SEC or its staff, on the other hand, with respect to the Proxy Statement. Prior to filing or mailing any proposed amendment of or supplement to the Proxy Statement, EXCO shall provide ESAS a reasonable opportunity to review and comment on such document. EXCO shall use its commercially reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under and shall thereafter mail to the Exchange Act shareholders of Common Stock as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on possible the Proxy Statement and all other proxy materials for the Shareholder Meeting. (b) ESAS shall use its commercially reasonable efforts to furnish EXCO any Other Document each time before any information required to be included in the Proxy Statement and reasonably requested from ESAS by EXCO; provided that no information that ESAS or its Affiliates has furnished, or will furnish, to EXCO shall be included in the Proxy Statement unless ESAS shall have expressly consented in writing to such document is filed with information being included in the SECProxy Statement. Any information relating to ESAS furnished to EXCO in writing by ESAS expressly for use in the Proxy Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (c) EXCO hereby covenants and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with agrees that (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt will, when filed, comply as to form in all material respects with the applicable requirements of those comments or other communications the Exchange Act and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror and the Company shall ensure that none of the information supplied by included or on its behalf for inclusion or incorporation incorporated by reference in the Proxy Statement will, at the date it is first mailed to the stockholders shareholders of Acquiror and Common Stock or at the time of the Special MeetingShareholder Meeting or at the time of any amendment or supplement thereof, 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. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquiror.

Proxy Statement. (i) As The Company shall prepare and file the Proxy Statement in preliminary form with the SEC as promptly as reasonably practicable after the execution date of this Agreement, (x) Acquiror and the . The Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement will provide to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given Parent a reasonable opportunity to review and comment on upon the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC. The Company agrees, as to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement and any Other Document each time before any such document is filed will comply in all material respects with the SEC, applicable provisions of the Exchange Act and Acquiror shall give reasonable the rules and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications regulations thereunder and (iib) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror and the Company shall ensure that none of the information supplied by it or on any of its behalf Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, will 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. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would 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 Company shall as soon as reasonably practicable notify Parent of the party which discovers such information shall promptly notify receipt of all comments of the other parties SEC with respect to the Proxy Statement and an appropriate of any request by the SEC for any amendment or supplement describing thereto or for additional information and shall as soon as reasonably practicable provide to Parent copies of all material correspondence between the Company and/or any of its representatives on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement. The Company and Parent shall each use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement by the SEC and the Company shall cause the definitive Proxy Statement to be mailed promptly after the date the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such information shall other matters as may be promptly filed reasonably necessary or advisable in connection with the SEC andProxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the extent required Merger and the transactions contemplated by Law, disseminated to the stockholders of Acquirorthis Agreement.

Proxy Statement. (a) In connection with the Company Shareholders’ Meeting, the Company will, (i) As as promptly as reasonably practicable after the execution date of this AgreementAgreement (but in any event within fifteen Business Days thereafter), (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or and supplements thereto, the “Proxy Statement”). Each ) with the SEC; provided, that Parent be given a reasonable amount of Acquiror time to review and the Company shall use its reasonable best efforts to cause comment upon the Proxy Statement (but in any event not less than three Business Days) prior to comply any filing with the rules SEC, (ii) respond, as promptly as reasonably practicable, to any comments received from the SEC with respect to such filing and regulations promulgated will provide copies of such comments to Parent promptly upon receipt and provide copies of proposed responses to Parent, giving Parent a reasonable amount of time to review and comment upon such responses (but in any event not less than two Business Days) prior to filing such responses, (iii) as promptly as reasonably practicable, prepare and file any amendments or supplements necessary to be filed in response to any SEC comments or as required by the SEC. Acquiror shall Law, giving Parent a reasonable amount of time to review and comment upon such amendments or supplements (but in any event not less than two Business Days) prior to filing, (iv) use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after confirm that it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment no further comments on the Proxy Statement and any Other Document each time before any such document is filed with thereafter mail to its shareholders, as promptly as reasonably practicable, the SECProxy Statement, (v) to the extent required by applicable Law, as promptly as reasonably practicable, prepare, file and Acquiror shall give reasonable and good faith consideration distribute to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) shareholders any comments supplement or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect amendment to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications if any event shall occur which requires such action at any time prior to the Company Shareholders’ Meeting, and (iivi) a otherwise use commercially reasonable opportunity efforts to participate in comply with all requirements of Law applicable to the response of Acquiror to those comments Proxy Statement, the Company Shareholders’ Meeting and to provide comments on that response (to which reasonable the Merger. Parent and good faith consideration Merger Sub shall be given), including by participating cooperate with the Company or its counsel in any discussions or meetings connection with the SECpreparation of the Proxy Statement, including promptly furnishing the Company upon request with any and all information as may be required to be set forth in the Proxy Statement under applicable Law. If at any time prior to the Effective Time any information relating to the Company, any of its Subsidiaries, Parent or Merger Sub, or any of their respective affiliates, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement would not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, as applicable, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall, to the extent required by Law, be promptly disseminated to the Company’s shareholders. (iiib) Each of Acquiror and the Company shall ensure that none None of the information to be supplied by Merger Sub or on its behalf Parent specifically for inclusion or incorporation by reference in the Proxy Statement will, at on the date such document is filed and on the date it is first mailed published, sent or given to the stockholders holders of Acquiror Company Common Stock, and at the time of the Special Company Shareholders’ Meeting, 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. (iv) If . If, at any time prior to the Closing any information relating to Acquiror, the CompanyCompany Shareholders’ Meeting, any of the Company’s Subsidiariesevent with respect to either Merger Sub or Parent, or their respective Affiliates, directors with respect to information supplied by either Merger Sub or officers is discovered Parent specifically for inclusion or incorporation by reference in the Company or Acquiror, Proxy Statement shall occur which is required to be set forth described in an amendment of, or supplement to, such Proxy Statement such event shall be so described by either Merger Sub or Parent, as applicable, and promptly provided to the Company. All documents that Merger Sub or Parent is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form, in all material respects, with the provisions of the Exchange Act and the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity will comply in all material respects with the provisions of applicable Law as to the information required to be contained therein. Notwithstanding the foregoing, neither Merger Sub nor Parent makes any representation or warranty with respect to the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the Proxy Statement. (c) None of the information to be supplied by the Company specifically for inclusion or incorporation by reference in the Proxy Statement will, so that on the date on which each such document would include is first filed with the SEC and on the date it is first mailed to the holders of the Company Common Stock, and on the date of the Company Shareholders’ Meeting, contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. If, at any time prior to the date of the Company Shareholders’ Meeting, any event with respect to the Company or any of its Subsidiaries, or with respect to information supplied by or on behalf of the Company specifically for inclusion in the Proxy Statement shall occur which is required to be described in an amendment of, or supplement to, the party which discovers Proxy Statement, such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information event shall be promptly filed so described by the Company, and provided in writing to Parent and Merger Sub. All documents that the Company is responsible for filing with the SEC andin connection with the transactions contemplated herein, to the extent required by Law, disseminated relating to the stockholders Company or its Subsidiaries or other information supplied by the Company for inclusion therein, will comply as to form, in all material respects, with the provisions of Acquirorthe Exchange Act and the respective rules and regulations thereunder, and each such document required to be filed with any Governmental Entity will comply in all material respects with the provisions of applicable Law as to the information required to be contained therein. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the information supplied or to be supplied by either Merger Sub or Parent for inclusion in the Proxy Statement.

Proxy Statement. (ia) As promptly as reasonably practicable after following the execution date of this Agreement, (x) Acquiror and the Company Parent shall jointly prepare and Acquiror shall file with the SEC, a proxy statement cause to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements theretoSEC, the “Proxy Statement”). Each of Acquiror and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, affiliates and other equityholders the holders of its capital stock to Parent and information regarding provide such other matters as may be reasonably necessary or advisable or assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. Parent shall promptly notify Company upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement, a Current Report and shall, as promptly as practicable after receipt thereof, provide Company with copies of all correspondence between it and its Representatives, on Form 8-K pursuant the one hand, and the SEC, on the other hand, and all written comments with respect to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed received from the SEC and promptly advise Company of any oral comments with respect to the stockholders of Acquiror in each case Proxy Statement received from the SEC. Parent shall use its reasonable best efforts to respond as promptly after it is as practicable to any comment from the SEC with respect to the Proxy Statement and have such comment cleared by the SEC. SEC as promptly as practicable. Notwithstanding the foregoing, prior to filing (ii) To including with respect to the extent not prohibited by Lawpreliminary Proxy Statements), Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when mailing the Proxy Statement has been cleared (or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement thereto) or responding to any comments of the Proxy Statement or for additional information. To SEC with respect thereto, each of Company (as applicable) and Parent shall cooperate and provide the extent not prohibited by Law, the Company and their counsel shall be given other a reasonable opportunity to review and comment on such document or response (including the Proxy Statement proposed final version of such document or response) and shall give due consideration to all reasonable changes provided by the other Party. Parent shall also use reasonable best efforts to take any Other Document each time before 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 Parent Common Shares in the Merger and Company shall furnish all information concerning Company and Company Investors as may be reasonably requested in connection with any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECactions. (iiib) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement willIf, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, 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. (iv) If at any time prior to the Closing receipt of the Parent Shareholder Approval, any information relating to AcquirorCompany or Parent, the Company, or any of the Company’s Subsidiaries, or their respective Affiliatesaffiliates, directors or officers is should be discovered by the Company or AcquirorParent which, which is required to in the reasonable judgment of Company or Parent, should be set forth in an amendment of, or a supplement to to, the Proxy Statement, so that any of such document documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which Party that discovers such information shall promptly notify the other parties Parties, and an Company (as appropriate amendment or supplement describing such information under the circumstances) and Parent shall be promptly filed cooperate in the prompt filing by Parent with the SEC of any necessary amendment of, or supplement to, the Proxy Statement and, to the extent required by Law, disseminated in disseminating the information contained in such amendment or supplement to shareholders of Parent. Nothing in this Section 6.4(b) shall limit the obligations of any Party under Section 6.4(a). For purposes of this Section 6.4, any information concerning or, by its nature, related to Company or its affiliates will be deemed to have been provided by Company, and any information concerning or related to the stockholders Transactions (other than any information regarding the transactions effecting the Company Reorganization), Parent, its affiliates or the Parent Shareholder Meeting will be deemed to have been provided by Parent. (c) As promptly as practicable, Parent shall, in accordance with applicable Law and the Parent Governing Documents, establish a record date for, duly call, give notice of, convene and hold the Parent Shareholder Meeting solely for the purpose of Acquirorobtaining the Parent Shareholder Approval (and no other matters shall be submitted at such meeting unless consented to by the Company in its sole discretion). Parent shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the shareholders of Parent entitled to vote at the Parent Shareholder Meeting and to hold the Parent Shareholder Meeting as soon as practicable. Parent shall, through the Parent Board of Trustees, recommend to its shareholders that they give the Parent Shareholder Approval, include such recommendation in the Proxy Statement, and solicit and use its reasonable best efforts to obtain the Parent Shareholder Approval, except to the extent that the Parent Board of Trustees shall have made an Adverse Recommendation Change as permitted by Section 6.3; provided, however, that Parent’s obligation to duly call, give notice of, convene and hold the Parent Shareholder 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 6.4(c), if, on a date for which the Parent Shareholder Meeting is scheduled, Parent has not received proxies representing a sufficient number of Parent Common Shares to obtain the Parent Shareholder Approval, whether or not a quorum is present, Company may require Parent, and Parent shall have the right, to adjourn or postpone the Parent Shareholder Meeting (provided, however, that the Parent Shareholder Meeting shall not be postponed or adjourned to a date that is more than thirty (30) days after the date for which the Parent Shareholder Meeting was originally scheduled (excluding any adjournments or postponements required by applicable Law)); provided, further, the Parent Shareholder Meeting may not be postponed or adjourned on the date the Parent Shareholder Meeting is scheduled if Parent shall have received proxies in respect of an aggregate number of Parent Common Shares, which have not been withdrawn, such that Parent Shareholder Approval will be obtained at such meeting. (d) Parent will use its reasonable best efforts to hold the Parent Shareholder Meeting as soon as reasonably practicable after the date of this Agreement.

Proxy Statement. (ia) As promptly The Company shall, in accordance with applicable Law and its certificate of incorporation and by-laws, duly call, give notice of, convene and hold a special meeting of the Company’s stockholders (including any adjournment or postponement thereof, the “Company Special Meeting”) as soon as practicable after following the execution date hereof for the purpose of considering the adoption of this AgreementAgreement and the approval of the Merger. Unless required by applicable Law, (x) Acquiror and the Company shall jointly not postpone the Company Special Meeting, or adjourn the Company Special Meeting if a quorum is present, without the prior written consent of Parent. (b) In connection with the Company Special Meeting, as soon as practicable (and in any event within ten (10) Business Days) following the date hereof, the Company shall prepare and Acquiror shall file with the SEC, SEC a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any all amendments or and supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish ) relating to the other party all Merger and this Agreement and furnish the information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement required to be mailed provided to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company pursuant to the DGCL and their counsel any other applicable Laws. The Company shall be given provide Parent a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with (which comments shall be reasonably considered by the SEC, and Acquiror shall give reasonable and good faith consideration to Company). The Company will advise Parent promptly of any comments made on the Proxy Statement by the Company SEC and its counsel. To the extent not prohibited responses thereto or requests by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or for additional information. The Company shall use its staff reasonable best efforts to resolve all SEC comments with respect to the Proxy Statement or Other Documents as promptly as practicable after receipt of those comments or other communications thereof. The Company shall consult with Parent and (ii) a reasonable opportunity to participate reasonably consider in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration its comments prior to responding to SEC comments with respect to the Proxy Statement. Subject to the provisions of this Agreement, the Proxy Statement shall be given), including by participating with include the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror Recommendation and the Company shall ensure use its reasonable best efforts to obtain the Company Requisite Vote; provided, however that none if the Company’s board of directors effects a Change in Recommendation in accordance with Section 6.3, the information supplied Company may cease to use such efforts. A Change in Recommendation permitted by or on its behalf for inclusion or incorporation Section 6.3 will not constitute a breach by reference in the Proxy Statement will, at the date it is first mailed to the stockholders Company of Acquiror and at the time of the Special Meeting, 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 misleadingthis Agreement. (ivc) If at any time prior Notwithstanding anything to the Closing any information relating to Acquirorcontrary contained in this Agreement, unless this Agreement is terminated in accordance with Section 8.1, the Company, any regardless of whether the Company’s Subsidiariesboard of directors has approved, endorsed or their respective Affiliatesrecommended an Acquisition Proposal or has effected a Change in Recommendation, directors or officers is discovered by but in compliance with the DGCL, will call, give notice of, convene and hold the Company or Acquiror, which is required to be set forth in an amendment or supplement to Special Meeting as soon as reasonably practicable following the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties date hereof and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required will submit this Agreement for adoption by Law, disseminated to the stockholders of Acquirorthe Company at the Company Special Meeting.

Proxy Statement. (i) As promptly soon as practicable after the execution earlier of (i) the Acceptance Date, unless the Merger is consummated in accordance with Section 253 of the DGCL, and (ii) a termination or expiration of the Offer that does not result in the termination of this Agreement, (x) Acquiror and if required under applicable Law, the Company shall jointly prepare and Acquiror shall the Proxy Statement, file with the SEC, a proxy statement to be filed it with the SEC under the Exchange Act, and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its all reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as SEC. Parent and Merger Subsidiary shall promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party Company all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, Parent and other equityholders and information regarding such other matters as Merger Subsidiary that may be reasonably necessary required or advisable or as may be reasonably requested in connection with any action contemplated by this Section 6.9. Parent, Merger Subsidiary and the Company shall cooperate with each other in the preparation of the Proxy Statement, a Current Report on Form 8-K pursuant and the Company shall notify Parent of the receipt of any comments of the SEC with respect to the Exchange Act in connection with Proxy Statement and of any requests by the Transactions, SEC for any amendment or any other statement, filing, notice supplement thereto or application made by or on behalf for additional information and shall provide to Parent promptly copies of Acquiror, all correspondence between the Company or any Representative of the Company’s Subsidiaries Company and the SEC. The Company shall give Parent and its counsel a reasonable opportunity to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause review the Proxy Statement prior to be mailed its being filed with the SEC and shall give Parent and its counsel a reasonable opportunity to review all amendments and supplements to the stockholders Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of Acquiror in each case the Company, Parent and Merger Subsidiary agrees to use its reasonable best efforts, after consultation with the other parties hereto to respond promptly after it is cleared to all such comments of and requests by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably . As promptly as practicable after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for SEC, the amendment or supplement of Company shall mail the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time Company. The Proxy Statement shall include the recommendation by the Board of Directors of the Special Meeting, 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. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of Company that the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by stockholders vote to approve the Merger and this Agreement unless the Board of Directors of the Company has withdrawn or Acquiror, which is required to be set forth modified its recommendation in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed accordance with the SEC and, to the extent required by Law, disseminated to the stockholders of AcquirorSection 6.3.

Proxy Statement. (ia) As If required by applicable law in connection with the Merger, as promptly as practicable after consummation of the execution of this AgreementOffer, (x) Acquiror and the Company DOCP shall jointly prepare and Acquiror shall file with the SEC, SEC a proxy or information statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Merger Meeting (such proxy statement, together with any supplements or amendments or supplements thereto, the “"Proxy Statement”"). Each of Acquiror , and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement such filing cleared by the SEC under the Exchange Act as promptly as practicableSEC. Each of Acquiror CSX, NSC, Buyer and the Company agrees to Management Investor shall furnish to the other party DOCP all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters party as DOCP may be reasonably necessary or advisable or as may be reasonably requested request in connection with the preparation of the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case As promptly as practicable after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared by the SEC, DOCP shall mail the Proxy Statement to the holders of DOCP Shares. The Proxy Statement shall include the recommendation of the DOCP Board in favor of the Merger as described in Section 1.4. (b) The information supplied by each of CSX, NSC, LLC, Buyer and the Management Investor for inclusion in the Proxy Statement shall not, at the time the Proxy Statement (or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (ithereto) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders holders of Acquiror and at DOCP Shares or, unless promptly corrected, during the time pendency of the Special Merger Meeting, 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, therein not misleading. (iv) . If at any time prior to the Closing Effective Time any information event or circumstance relating to Acquiror, the Company, any of the Company’s Subsidiariesparty hereto, or their respective Affiliatesofficers or directors, directors or officers is should be discovered by the Company or Acquiror, such party which is required to should be set forth in a supplement or an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify inform the other parties hereto thereof and an shall take appropriate amendment or supplement describing such information shall be promptly filed with action in respect thereof. (c) Notwithstanding anything in the SEC and, foregoing to the extent required by contrary, in the event that at any time Buyer and/or any other direct or indirect subsidiary of Buyer shall acquire at least 90% of the outstanding DOCP Shares, Buyer and DOCP shall take all necessary and appropriate action to cause the Merger to become effective as promptly as practicable after the expiration of the Offer and the satisfaction or waiver of the conditions set forth in Article VII without the Merger Meeting in accordance with Section 905 of the New York Law, disseminated to the stockholders of Acquiror.

Proxy Statement. (ia) As promptly as practicable after the execution of this Agreement, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the The Company shall use its reasonable best efforts to cause the Proxy Statement to comply prepare and file with the rules SEC, as promptly as practicable after the date hereof but in no event later than twenty (20) Business Days after the Closing Date, preliminary proxy materials with respect to the meeting of the stockholders for the purpose of approving the Special Meeting Proposal. Thereafter, the Company shall as promptly as possible file with the SEC the definitive proxy statement and regulations promulgated by (i) call a Special Meeting to be held at the SECearliest practicable date but in no event later than forty (40) days after the earlier of (x) receiving notification that the SEC is not reviewing the preliminary proxy materials and (y) the conclusion of any SEC review of the preliminary proxy materials, for the sole purpose of voting upon the Special Meeting Proposal and (ii) include in the proxy statement the recommendation of its Board of Directors that holders of the Common Stock approve the Special Meeting Proposal; provided, however, that the Board of Directors may withdraw or adversely modify their recommendation of the Special Meeting Proposal if the Board of Directors determines in good faith (after consultation with its financial advisors and legal counsel) that from a financial point of view to the stockholders of the Company the Special Meeting Proposal is not in the best interests of the Company's stockholders. Acquiror Neither prior to nor at the Special Meeting shall the Company put forth any matter, other than the Special Meeting Proposal, to the holders of Common Stock for their approval without the prior written consent of the Purchasers. (b) The Company shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror prepare and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed file with the SEC, and Acquiror shall give reasonable and good faith consideration to as promptly as reasonably practicable taking into account any comments made by pending material issues or transactions affecting the Company and its counsel. To after the extent not prohibited by LawExchange Closing, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff preliminary proxy materials with respect to the Proxy Statement or Other Documents promptly after receipt meeting of those comments or other communications the stockholders for the purpose of approving (i) an increase in the authorized capital of the Company and (ii) a reasonable opportunity to participate in reverse stock split of the response of Acquiror to those comments and to provide comments on that response Common Stock (to which reasonable and good faith consideration shall be givencollectively, the "Charter Amendment Proposals"), including by participating in each case on terms to be determined after consultation with (x) its legal counsel and financial advisors and (y) the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror and Purchasers. Thereafter, the Company shall ensure that none as promptly as possible file with the SEC the definitive proxy statement and acting through its Board of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement willDirectors, at the date it is first mailed to (i) call a special meeting of the stockholders of Acquiror and the Company to be held at the time earliest practicable date after the earlier of (x) receiving notification that the SEC is not reviewing the preliminary proxy materials and (y) the conclusion of any SEC review of the Special Meetingpreliminary proxy materials, contain any untrue for the purpose of voting upon the Charter Amendment Proposals and (ii) include in the proxy statement the recommendation 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 its Board of Directors that holders of the circumstances under which they Common Stock approve the Charter Amendment Proposals; provided, however, that the Board of Directors may withdraw or adversely modify their recommendation of the Charter Amendment Proposals if the Board of Directors determines in good faith (after consultation with its financial advisors and legal counsel) that the Charter Amendment Proposals are made, not misleading. (iv) If at any time prior to in the Closing any information relating to Acquiror, the Company, any best interests of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquiror.

Proxy Statement. (ia) The Company, acting through its Board of Directors, shall duly call, give notice of, convene and hold a special meeting (the "Special Meeting") of shareholders as soon as practicable for the purpose of considering and taking action upon this Agreement and the Merger. (b) As promptly as practicable after the execution of this Agreementdate hereof, but in no event later than ten (x10) Acquiror and business days after the date hereof, the Company shall jointly prepare and Acquiror shall file with the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, as amended (the "Securities Exchange Act"), and shall use its best efforts to have cleared by the SEC, and promptly thereafter shall mail to stockholders, a proxy statement in connection with a meeting of the Company's stockholders to consider the Merger or an information statement, as appropriate (such proxy statement or information statement, as amended or supplemented, the letter to the Company's stockholders, the notice of meeting and form of proxy to be distributed to the Company's stockholders and any annexes, schedules and exhibits required to be filed with the SEC and sent in connection therewith are collectively herein referred to as the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “"Proxy Statement”"). Each The Proxy Statement shall contain the recommendation of Acquiror the Board of Directors of the Company in favor of the Merger and the fairness opinion of Delta Financial Group, Inc. (the "Financial Advisor") and such other disclosures as are required by Law (as defined in Section 2.6 hereof). (c) The shareholder vote required for the adoption of this Agreement and the Merger shall be the vote required by the Rhode Island Act. The Company shall will use its reasonable best efforts to solicit from its shareholders proxies in favor of adoption and approval of the Merger and to take all other reasonable action necessary or, in the judgment of Parent, helpful to secure the vote of shareholders required by the Rhode Island Act to effect the Merger and the conversion into cash of the outstanding Shares pursuant to Section 1.3 hereof. (d) Parent will furnish the Company with such information concerning Parent and its subsidiaries as is necessary in order to cause the Proxy Statement Statement, insofar as it relates to Parent and its subsidiaries, to comply with the rules and regulations promulgated by the SECapplicable Law. Acquiror shall use its reasonable best efforts Parent agrees promptly to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and advise the Company agrees to furnish to the other party all information concerning itselfif, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, 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. (iv) If at any time prior to the Closing Special Meeting, any information relating provided by it specifically for inclusion in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by provide the Company with the information needed to correct such inaccuracy or Acquiror, which is required omission. Parent will furnish the Company with such supplemental information as may be necessary in order to be set forth in an amendment or supplement to cause the Proxy Statement, so that such document would include any misstatement of a material fact or omit insofar as it relates to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties Parent and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC andits subsidiaries, to comply with applicable Law after the extent required by Law, disseminated mailing thereof to the stockholders of Acquirorthe Company. (e) The Company and Parent agree to cooperate in making any preliminary filings of the Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. (f) The Company shall provide Parent for its review a copy of the Proxy Statement at least such amount of time prior to each filing thereof as is customary in transactions of the type contemplated hereby. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy Statement.

Proxy Statement. (ia) As promptly as reasonably practicable after following the execution and delivery of this AgreementAgreement by all parties hereto, (x) Acquiror and the Company Citadel shall jointly prepare and Acquiror shall file with the SEC, SEC a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”) to be sent to Citadel’s stockholders soliciting their adoption and approval of (i) this Agreement and the transactions contemplated hereby, (ii) the Name Changes (as defined in Section 4.14), and (iii) the liquidation, dissolution and winding-down of Citadel’s business after the Closing in a manner providing for full payment to or adequate provision for all creditors of any Citadel Party and otherwise in accordance with all applicable terms of this Agreement and applicable Laws (the “Wind-Down,” and with the matters identified in Section 4.11(a)(i)-(iii), the “Stockholder Approval Matters”). Each The Proxy Statement shall describe Citadel’s intention to distribute the net proceeds of Acquiror the transactions contemplated herein to its stockholders within the time period specified therein and shall specify a range of the Company expected cash amount per share that each stockholder of Citadel is expected to receive upon such distribution based upon Citadel’s good faith estimation of the Remaining Proceeds (as defined in Section 4.13(b)) as set forth in Schedule 4.13(b). Citadel shall provide draft Proxy Statements to Parent and use commercially reasonable efforts to accept Parent’s comments related thereto. (b) Citadel shall use its commercially reasonable best efforts to cause the Proxy Statement respond to comply with the rules and regulations promulgated by any comments of the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to Citadel’s stockholders at the stockholders of Acquiror in each case earliest practicable time. Citadel will notify the Buyer promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when receipt of any comments from the Proxy Statement has been cleared SEC or any supplement or amendment has been filed, or its staff and of any request by the SEC or its staff for the amendment amendments or supplement of supplements to the Proxy Statement Statement, or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable will supply Buyer with copies of all correspondence between Citadel and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECStatement. (iiic) Each Citadel shall use its best efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 4.11 to comply in all material respects with all applicable requirements of Acquiror law and the Company shall ensure that none of the rules and regulations promulgated thereunder. The information supplied by or on its behalf for inclusion or incorporation by reference included in the Proxy Statement willStatement, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meetingmailing, will not 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. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquiror.

Proxy Statement. (ia) As promptly as practicable and in no event later than 30 days after the execution of this Agreementdate hereof, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file a preliminary proxy statement on Schedule 14A with the SEC (the “Preliminary Proxy Statement”) and, subsequent to receiving clearance from the SEC, a definitive proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting on Schedule 14A (such proxy statement, together with any amendments or supplements thereto, the “Definitive Proxy Statement”). Each Subject to Section 7.03, the Proxy Statement shall include the Company Board Recommendation in favor of Acquiror and each of the Company Stockholder Proposals. The Company shall use its reasonable best efforts to cause the Definitive Proxy Statement to comply be mailed to its stockholders as promptly as practicable after the SEC clears any and all outstanding comments to the Proxy Statement. The Company shall promptly provide copies, consult with Saratoga and prepare written responses with respect to any written comments received from the SEC with respect to the Proxy Statement and shall notify Investor of any oral comments received from the SEC. The Company shall use its reasonable best efforts to ensure that the Proxy Statement complies in all material respects with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have SEC under the 1934 Act (including Section 14 thereof), and the Proxy Statement cleared by will be complete in all material respects and will not contain (at the SEC under time such materials or information are distributed, filed or provided, as the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as case may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meetingapplicable shareholder vote or action, contain including any supplement thereto) 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 made therein, in the light of the circumstances under which they are were made, not misleading or necessary to correct any statement or any earlier communication with respect to the solicitation of a proxy for the same meeting or subject matter which has become false or misleading. (ivb) If Saratoga (acting on behalf of, and with respect to, the Investors) shall use its reasonable best efforts to ensure that the information it supplies to the Company for inclusion in the Proxy Statement will be complete in all material respects and will not contain (at the time such materials or information are distributed, filed or provided, as the case may be and at the time of the applicable stockholder vote or action, including any supplement thereto) any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading or necessary to correct any statement or any earlier communication with respect to the solicitation of a proxy for the same meeting or subject matter which has become false or misleading. (c) The Company will advise Saratoga promptly after it receives notice thereof of the time when the Proxy Statement has been cleared by the SEC or any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. No amendment to the Proxy Statement shall be filed without the approval of Saratoga, which approval shall not be unreasonably withheld or delayed. If, at any time prior to the Closing Closing, any information relating to Acquiror, the Company, or any of the Company’s Subsidiaries, or their its respective Affiliates, officers or directors or officers is should be discovered by the Company or Acquiror, which is required to Saratoga that should be set forth in an amendment or supplement to the Proxy Statement, Statement so that such document documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which hereto 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 Lawlaw, disseminated to the stockholders of Acquirorthe Company.

Proxy Statement. (ia) As promptly as reasonably practicable after the execution date of this Agreement, (x) Acquiror and the Company shall jointly Purchaser will prepare and Acquiror shall file with the SEC, SEC a proxy statement to be filed containing the information specified in Schedule 14A of the Exchange Act with the SEC and sent respect to the stockholders of Acquiror relating to the Special Meeting Transactions (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”)) in preliminary form. Each Purchaser shall as promptly as reasonably practicable notify the Seller Representative of Acquiror and the Company shall use its reasonable best efforts receipt of any oral or written comments from the SEC relating to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the any amendment or supplement of to the Proxy Statement or for additional information. To Purchaser shall use commercially reasonable efforts to cooperate and provide the extent not prohibited by Law, the Company and their counsel shall be given Seller Representative with a reasonable opportunity to promptly review and comment on the Proxy Statement (including each amendment or supplement thereto) and any Other Document each time before any all responses to requests for additional information by and replies to comments of the SEC and give due consideration to all comments reasonably and promptly proposed by the Seller Representative in respect of such document is filed documents and responses prior to filing such with or sending such to the SEC, and Acquiror the Parties will provide each other with copies of all such filings made and correspondence with the SEC. The Seller Representative acknowledges that time is of the essence for all communications with the SEC and that it will respond to any comments within ten (10) Business Days after receipt of such comments. Except in the case of a Change in Recommendation pursuant to Section 6.07(d), the Purchaser Board Recommendation shall give be included in the Proxy Statement. Purchaser will use its commercially reasonable and good faith consideration efforts to respond promptly to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement. Purchaser will cause the Proxy Statement to be transmitted to the Purchaser Shareholders as promptly as reasonably practicable. (b) The Sellers acknowledge that a substantial portion of the Proxy Statement shall include disclosure regarding the Company Entities. Accordingly, the Sellers will, as promptly as reasonably practicable after the date of this Agreement, use its commercially reasonable efforts to provide Purchaser with all information concerning the operations and business of the Company Entities and their respective management and operations and financial condition, in each case, required, or Other Documents reasonably requested by Purchaser, to be included in the Proxy Statement, including (i) the required financial statements of the Company Entities prepared in accordance with SEC Guidance, including the requirements of Regulation S-X and a related consent from the Company’s independent public accountants, (ii) required selected financial data of the Company Entities required by Item 301 of Regulation S-K, and (iii) required management’s discussion and analysis for the periods required under applicable SEC Guidance. Without limiting the generality of the foregoing, the Sellers shall use its commercially reasonable efforts to cooperate with Purchaser in connection with the preparation for inclusion in the Proxy Statement of pro forma financial statements that comply with SEC Guidance, including the requirements of Regulation S-X. The Sellers shall use commercially reasonable efforts to make the managers, directors, officers and employees of the Company Entities available to Purchaser and its counsel (and other Representatives engaged in connection with the preparation of the Proxy Statement) in connection with the drafting of the Proxy Statement, as reasonably requested by Pxxxxxxxx, and responding promptly to comments on the Proxy Statement and such other filings from the SEC, but not later than five (5) Business Days after receipt of those comments such comments. (c) Purchaser will take, in accordance with applicable Law, NASDAQ rules and the Organizational Documents of Purchaser, all action necessary to call, hold and convene a meeting of the holders of Purchaser Common Stock (including any permitted adjournment) (the “Purchaser Special Meeting”) to consider and vote upon the Purchaser Shareholder Proposals as promptly as practicable after the filing of the Proxy Statement in definitive form with the SEC. Once the Purchaser Special Meeting to consider and vote upon the Purchaser Shareholder Proposals has been called and noticed, except as required by Law, Purchaser will not postpone or adjourn the Purchaser Special Meeting without the consent of the Seller Representative (which consent will not be unreasonably withheld, conditioned or delayed) other communications than (i) for the absence of a quorum, (ii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure that Purchaser has determined in good faith, after consultation with its outside legal advisors, is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated to and reviewed by the Purchaser Shareholders prior to the Purchaser Special Meeting, or (iii) an adjournment or postponement to solicit additional proxies from the Purchaser Shareholders to the extent Purchaser has determined in good faith that such adjournment or postponement is reasonably necessary to obtain the approval of the Purchaser Shareholder Proposals, provided that, in the case of an postponement or adjournment in accordance with clause (i), (ii) or (iii), above, such postponement or adjournment may be no more than the earlier of (i) fifteen (15) Business Days from the original date of the Purchaser Special Meeting and (ii) a reasonable opportunity four (4) Business Days prior to participate in the response of Acquiror Termination Date. Subject to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be givenSection 6.07(d), including following delivery of the Proxy Statement to the Purchaser Shareholders, Purchaser will use commercially reasonable efforts to solicit approval of the Purchaser Shareholders Proposals by participating with the Company or its counsel in any discussions or meetings with the SECPurchaser Shareholders. (iiid) Each of Acquiror and Subject to this Section 6.07(d), the Company shall ensure Purchaser Board will recommend that none of the information supplied by or on its behalf for inclusion or incorporation by reference in Purchaser Shareholders approve the Proxy Statement willPurchaser Shareholder Proposals (the “Purchaser Board Recommendation”). Notwithstanding the foregoing, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, 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. (iv) If at any time prior to obtaining approval of the Closing any information relating to AcquirorPurchaser Shareholder Proposals, the CompanyPurchaser Board may fail to make, amend, change, withdraw, modify, withhold or qualify the Purchaser Board Recommendation (any such action a “Change in Recommendation”) in response to an Intervening Event if the Purchaser Board shall have concluded in good faith, after consultation with its outside legal advisors and financial advisors, that a failure to make a Change in Recommendation would be a breach of the CompanyPurchaser Board’s Subsidiariesfiduciary obligations to the Purchaser Shareholders under applicable Law, or their respective Affiliatesprovided, directors or officers is discovered that: (A) the Seller Representative shall have received written notice from Purchaser of Purchaser’s intention to make a Change in Recommendation at least five (5) Business Days prior to the taking of such action by Pxxxxxxxx (the “Intervening Event Notice Period”), which notice shall specify the applicable Intervening Event in reasonable detail, (B) during such period and prior to making a Change in Recommendation, if requested by the Company Seller Representative, Purchaser and its representatives shall have negotiated in good faith with the Seller Representative regarding any revisions or Acquiror, which is required to be set forth in an amendment or supplement adjustments proposed by the Seller Representative to the Proxy Statementterms and conditions of this Agreement as would enable Purchaser to proceed with its Purchaser Board Recommendation and not make such Change in Recommendation and (C) Purchaser may make a Change in Recommendation only if the Board of Directors of Purchaser, so after considering in good faith any revisions or adjustments to the terms and conditions of this Agreement that such document would include any misstatement the Seller Representative shall have, prior to the expiration of a material fact or omit the 5-Business Day period, proposed, continues to state any material fact necessary determine in good faith that failure to make a Change in Recommendation would be a breach of its fiduciary duties to the statements thereinPurchaser Shareholders under applicable Law. An “Intervening Event” shall mean any fact, in light circumstance, occurrence, event, development, change or condition or combination thereof that (i) was not known or reasonably foreseeable to Purchaser or the Purchaser Board as of the circumstances under which they were madedate of this Agreement and (ii) does not relate to any alternative transaction; provided, however, that (1) any change in the price or trading volume of shares of Purchaser Common Stock shall not misleadingbe taken into account for purposes of determining whether an Intervening Event has occurred (provided that the underlying factors may be taken into account); (2) in no event shall any fact, circumstance, occurrence, event, development, change or condition or combination thereof that has had or would reasonably be expected to have an adverse effect on the party which discovers business or financial condition of the Company Entities constitute an Intervening Event unless such information event, fact, circumstance or development constitutes a Company Material Adverse Effect; and (3) the Company Entities meeting, failing to meet or exceeding projections shall promptly notify not be taken into account for purposes of determining whether an Intervening Event has occurred (provided that the other parties underlying factors may be taken into account). Purchaser agrees that, unless the Agreement is terminated in accordance with its terms, its obligation to establish a record date for, duly call, give notice of, convene and an appropriate amendment hold the Purchaser Special Meeting for the purpose of voting on the Purchaser Shareholder Proposals in accordance with the terms of this Agreement shall not be affected by any Change in Recommendation, and Purchaser agrees to establish a record date for, duly call, give notice of, convene and hold the Purchaser Special Meeting and submit for the approval of the Purchaser Shareholders the matters contemplated by the Proxy Statement in accordance with the terms of this Agreement, regardless of whether or supplement describing such information not there shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquirorany Change in Recommendation.

Proxy Statement. (ia) As promptly as practicable after the execution date hereof, MICT shall prepare with the reasonable assistance of this AgreementIntermediate, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, SEC a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting MICT (such proxy statement, together with any amendments or supplements theretoas amended, the “Proxy Statement”). Each ) for the purpose of Acquiror soliciting proxies from MICT stockholders for the matters to be acted upon at a special meeting of MICT stockholders ( the “Special Meeting”) to be called and held for the purpose of soliciting proxies from MICT stockholders to vote, in favor of resolutions approving (i) the issuance of shares of MICT Common Stock (or securities convertible or exercisable for MICT Common Stock) representing greater than twenty percent (20%) of MICT’s Common Stock or voting power, at a price less than the greater of book or market value, as required by Nasdaq’s rules and regulations, (ii) the amendment of the MICT Charter to (A) increase the authorized shares of MICT in an amount sufficient to provide for the full conversion of the Conversion Shares underlying the Consideration Note and the Company shares of MICT Common Stock underlying the MICT Series A Preferred Stock, MICT Series B Preferred Stock and any other convertible MICT Securities and (B) if necessary, to effect a reverse stock split of the MICT Common Stock, solely in order to comply with Nasdaq continued listing requirements, (iii) such other matters as Intermediate and MICT shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (i)-(iii), collectively, the “MICT Stockholder Approval Matters”), and (iv) the adjournment of the Special Meeting, if necessary or desirable in the reasonable determination of MICT. MICT agrees to use its commercially reasonable best efforts to cause include the following items in the Proxy Statement to comply with be filed promptly after the rules execution of this Agreement: the adoption and regulations promulgated approval of a new Equity Incentive Plan for MICT, in the form to be mutually agreed by the SECParties (collectively, the “MICT Equity Plan”), which plan will provide that the aggregate awards under such plan shall be for a number of shares of MICT Common Stock equal to ten percent (10%) of the aggregate number of shares of MICT Common Stock issued and outstanding immediately after the Closing. Acquiror For the avoidance of doubt, the proposal set forth in the preceding sentence shall use its reasonable best efforts not be deemed to have be a MICT Stockholder Approval Matter. If as of the Proxy Statement cleared by close of business on the SEC under date for which the Exchange Act as promptly as practicableSpecial Meeting is scheduled, MICT has not received proxies representing a sufficient number of shares to approve the MICT Stockholder Approval Matters, whether or not a quorum is present, MICT may make one or more successive postponements or adjournments of the Special Meeting. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in In connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection MICT will file with the Transactions, or any SEC all financial and other statement, filing, notice or application made information about the transactions contemplated by or on behalf of Acquirorthis Agreement in accordance with applicable Law and applicable proxy solicitation rules set forth in MICT’s Organizational Documents, the Company or Delaware Act and the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, rules and regulations of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional informationand Nasdaq. To the extent not prohibited by Law, the Company MICT shall cooperate and their counsel shall be given provide Intermediate (and its respective counsel) with a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed amendment or supplement thereto prior to filing the same with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror Intermediate shall provide the Company MICT with such information concerning Intermediate and their counsel with Intermediate’s shareholders, officers, directors, employees, assets, Liabilities, condition (i) any comments financial or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be givenotherwise), including by participating with the Company business and operations that may be required or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf appropriate for inclusion or incorporation by reference in the Proxy Statement willStatement, at the date it is first mailed to the stockholders of Acquiror or in any amendments or supplements thereto, which information provided by Intermediate, as applicable, shall be true and at the time of the Special Meeting, correct and not contain any untrue statement of a material fact or omit to state any a 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. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would 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 materially misleading. Notwithstanding the foregoing, MICT makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting included therewith), if any, based on information provided by Intermediate or any of its Representatives for inclusion therein. (b) MICT, with the assistance of Intermediate as described in Section 5.11(a), shall use commercially reasonable efforts to satisfy the requirements of the Securities Act, the party which discovers Exchange Act and other applicable Laws in connection with the Proxy Statement and the Special Meeting. Intermediate shall use commercially reasonable efforts to make its directors, officers and employees, upon reasonable advance notice, available to MICT and its Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Proxy Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Proxy Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. MICT shall promptly notify the other parties and an appropriate amendment amend or supplement describing such information shall the Proxy Statement and cause the Proxy Statement, as so amended or supplemented, to be promptly filed with the SEC andand to be disseminated to MICT’s stockholders, in each case as and to the extent required by Lawapplicable Laws and subject to the terms and conditions of this Agreement and MICT’s Organizational Documents. (c) MICT, disseminated with the assistance of the other Parties, shall promptly respond to any SEC comments on the Proxy Statement and shall otherwise use its commercially reasonable efforts to cause the Proxy Statement to “clear” comments from the SEC and thereafter file the definitive Proxy Statement. MICT shall provide Intermediate with copies of any written comments, and shall inform Intermediate of any material oral comments, that MICT, or its respective Representatives receive from the SEC or its staff with respect to the Proxy Statement and the Special Meeting promptly after the receipt of such comments and shall give Intermediate a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments. (d) As soon as practicable following the Proxy Statement “clearing” comments from the SEC, MICT shall distribute the Proxy Statement to MICT’s stockholders and, pursuant thereto, shall call the Special Meeting in accordance with the Delaware Act for a date no later than sixty (60) days following the filing of the definitive Proxy Statement. (e) MICT shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, MICT’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Proxy Statement, any solicitation of proxies thereunder and the calling and holding of the Special Meeting. (f) In the event the Stockholder Approval Matters are not approved by the stockholders of AcquirorMICT, the Parties shall use their best efforts to promptly return the Intermediate Shareholder Transferred Assets to Intermediate Shareholder pursuant to the terms of the Consideration Note. Upon the return of the Intermediate Shareholder Transferred Assets to Intermediate Shareholder, the Consideration Note shall be cancelled. For the avoidance of doubt, no cash payment shall be required in the event of any repayment of the Consideration Note.

Proxy Statement. (ia) As promptly as practicable after the execution of this Agreement, (x) Acquiror and the Company FLCI shall jointly prepare and Acquiror shall file with the SEC, a proxy statement to be filed with SEC the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”), which shall be in form and substance satisfactory to USOL. Each of Acquiror and the Company FLCI shall use its reasonable best efforts to cause the Proxy Statement to comply in all material respects with the Securities Act, the Exchange Act and the regulations thereunder. FLCI shall use reasonable efforts to have or cause the Proxy Statement to be cleared as promptly as practicable, and shall take all actions required under any applicable federal or state securities laws or the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested Nasdaq in connection with the issuance of shares of FLCI Stock pursuant to the Merger. Without limiting the generality of the foregoing, FLCI agrees to use all reasonable efforts, after consulting with USOL, to respond promptly to any comments made by the SEC with respect to the Proxy Statement (including each preliminary version thereof). (b) Each of USOL and FLCI shall, and shall cause its respective representatives to, fully cooperate with the other party and its respective representatives in the preparation of the Proxy Statement, a Current Report on Form 8-K pursuant to and shall, upon request, furnish the Exchange Act other party with all information concerning it and its Affiliates, directors, officers and stockholders as the other may reasonably request in connection with the Transactionspreparation of the Proxy Statement. (c) As promptly as practicable after the Proxy Statement has been cleared by the SEC, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will FLCI shall cause the Proxy Statement to be mailed to its stockholders. Thereafter, USOL and FLCI shall each notify the stockholders other as promptly as practicable upon becoming aware of Acquiror any event or circumstance which should be described in each case an amendment of, or a supplement to, the Proxy Statement. FLCI shall notify USOL as promptly as practicable after the receipt by it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of any written or oral comments of the time when the Proxy Statement has been cleared or any supplement or amendment has been filedSEC on, or of any written or oral request by the SEC for the amendment amendments or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Lawsupplements to, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, 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. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include and FLCI shall promptly supply USOL with copies of all correspondence between it or any misstatement of a material fact or omit its representatives and the SEC with respect to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquirorforegoing filings.

Proxy Statement. (i) As Promptly following the date of this Agreement, the Company shall prepare the Proxy Statement, and the Company shall prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included. The Company shall use its best efforts as promptly as practicable to have the Form S-4 declared effective under the Securities Act as promptly as practicable after the execution of this Agreement, (x) Acquiror and the such filing. The Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company shall will use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. The Company shall also take any action required to be taken under any applicable state securities laws in connection with the registration and qualification in connection with the Merger of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, common stock of the time when Company following the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional informationMerger. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made The information provided by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate for use in the response of Acquiror to those comments Form S-4, and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf Newco in writing specifically for inclusion or incorporation by reference use in the Proxy Statement willForm S-4, shall, at the time the Form S-4 becomes effective and on the date it is first mailed to the stockholders of Acquiror and at the time of the Special MeetingStockholders Meeting referred to above, contain any untrue statement of a be true and correct in all material fact or respects and shall not omit to state any material fact required to be stated therein or necessary in order to make such information not misleading, and the statements therein, Company and Newco each agree to correct any information provided by it for use in light the Form S-4 which shall have become false or misleading. Newco and the Company will cooperate with each other in the preparation of the circumstances under which they are madeProxy Statement; without limiting the generality of the foregoing, not misleading. (iv) If at the Company will immediately notify Newco of the receipt of any time prior comments from the SEC and any request by the SEC for any amendment to the Closing Proxy Statement or for additional information. All filings with the SEC, including the Proxy Statement and any amendment thereto, and all mailings to the Company's stockholders in connection with the Merger, including the Proxy Statement, shall be subject to the prior review, comment and approval of Newco (which approval by Newco shall not be unreasonably withheld). Newco will furnish to the Company the information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered it required by the Company or Acquiror, which is required Exchange Act and the rules and regulations promulgated thereunder to be set forth in an amendment or supplement the Proxy Statement. The Company agrees to use its best efforts, after consultation with the other parties hereto, to respond promptly to any comments made by the SEC with respect to the Proxy Statement, so that Statement and any preliminary version thereof filed by it and cause such document would include any misstatement of a material fact or omit Proxy Statement to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, mailed to the extent required by Law, disseminated to Company's stockholders at the stockholders of Acquirorearliest practicable time.

Proxy Statement. (ia) As promptly soon as reasonably practicable after following the execution date of this Agreement, Buyer shall prepare (xwith Sellers’ reasonable cooperation) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement to be filed with the SEC and sent made available to the stockholders of Acquiror Buyer relating to the Special Buyer Stockholder Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each ) and cause it to be furnished to the SEC and to be sent or otherwise made available to the stockholders of Acquiror Buyer relating to the Buyer Stockholder Meeting in compliance with applicable Law, including the Exchange Act and the Company Securities Act, it being understood that Buyer shall use its reasonable best efforts to cause file the Proxy Statement to comply within forty-five (45) days after the date hereof and in any event shall file the Proxy Statement with the rules SEC no later than sixty (60) days after the date hereof. Buyer shall promptly notify Sellers upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement and regulations promulgated by shall provide Sellers with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement. Acquiror Buyer shall use its commercially reasonable best efforts to have respond as soon as reasonably practicable to any comments from the SEC with respect to the Proxy Statement. Notwithstanding the foregoing, prior to the furnishing of the Proxy Statement cleared by (or any amendment or supplement thereto) to the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed making it available to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, Buyer or responding to any comments of the time when the Proxy Statement has been cleared or any supplement or amendment has been filedSEC with respect thereto, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel Buyer shall be given (A) provide Sellers with a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed or response (including the proposed final version of such document or response) and (B) consider in good faith all comments reasonably proposed by Sellers. Buyer shall also take any other action required to be taken under the Securities Act, the Exchange Act, the Nasdaq or any other applicable Law in connection with the SEC, transactions contemplated by this Agreement and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To issuance of the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECIssued Shares. (iiib) Each of Acquiror Buyer, on the one hand, and Sellers, on the Company shall ensure other hand, each covenant that none of the information supplied or to be supplied by Buyer or on its behalf Sellers, as applicable, for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first filed with the SEC or mailed or otherwise made available to the stockholders of Acquiror and Buyer or at the time of the Special Buyer Stockholder Meeting, 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. The Proxy Statement will comply as to form in all material respects with applicable Law, including the requirements of the Exchange Act and the rules and regulations thereunder. (ivc) If If, at any time prior to the Closing receipt of the Requisite Buyer Stockholder Approval, any information relating to Acquiror, the Company, Buyer or any of the Company’s Subsidiaries, or their respective its Affiliates, directors or officers is should be discovered by Buyer which, in the Company or Acquirorreasonable judgment of Buyer, which is required to should be set forth in an amendment of, or a supplement to to, the Proxy Statement, so that any of such document documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information Buyer shall promptly notify Sellers, and Buyer and Sellers shall cooperate in the other parties and an appropriate amendment or supplement describing such information shall be promptly filed prompt filing with the SEC of any necessary amendment of, or supplement to, the Proxy Statement and, to the extent required by applicable Law, disseminated in disseminating the information contained in such amendment or supplement to the stockholders of AcquirorBuyer.

Proxy Statement. (i) As promptly as practicable after the execution of this Agreement, (x) Acquiror and the Company shall jointly shall, with the assistance of Parent, prepare and Acquiror shall file with the SEC, a proxy statement SEC the Proxy Statement to be filed with the SEC and sent to the stockholders of Acquiror the Company relating to the Special Stockholders Meeting (to be held to consider adoption of this Agreement. Parent, Merger Sub and the Company will cooperate and consult with each other in the preparation of the Proxy Statement and Parent and its counsel shall be given the reasonable opportunity to review and comment on such proxy statementProxy Statement and any related materials, together with including any amendments or supplements theretoletters prepared in response to any SEC comments, which comments shall be given reasonable consideration by the “Company. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement”). Each of Acquiror and the The Company shall use its reasonable best efforts to cause resolve all SEC comments with respect to the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror reasonably practicable after receipt thereof and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the Company’s stockholders of Acquiror in each case promptly as soon as reasonably practicable after it the Proxy Statement is cleared by the SEC. (ii) To . Each of Parent, Merger Sub and the extent not prohibited Company agree to correct any information provided by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when it for use in the Proxy Statement has been cleared which shall have become false or misleading. The Company shall as soon as reasonably practicable (i) notify Parent of the receipt of any supplement or amendment has been filed, or of comments from the SEC with respect to the Proxy Statement and any request by the SEC for the any amendment or supplement of to the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company information and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed (ii) provide Parent with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by copies of all correspondence between the Company and its counsel. To Representatives, on the extent not prohibited by Lawone hand, Acquiror shall provide and the Company and their counsel with (i) any comments or SEC, on the other communicationshand, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECStatement. (iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, 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. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquiror.

Proxy Statement. (ia) As promptly as practicable after the execution of this Agreement, subject to the terms of this Section 7.01, Adara (x) Acquiror with the assistance and cooperation of the Company shall jointly as reasonably requested by Adaxx) xhall prepare and Acquiror shall file with the SEC, SEC a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments as amended or supplements theretosupplemented, the “Proxy Statement”) to be sent to the stockholders of Adara relating to the meeting of Adara’s stockholders (including any adjournment or postponement thereof, the “Adara Stockholders’ Meeting”) to be held to consider (i) approval and adoption of this Agreement and the Transactions, including the Merger, (ii) approval of the issuance of Adara Class A and Class E Common Stock as contemplated by this Agreement, (iii) approval of the Second Amended and Restated Adara Certificate of Incorporation as set forth on Exhibit F, (iv) approval of the Parent Equity Incentive Plan, and (v) any other proposals the parties deem necessary to effectuate the Merger (collectively, the “Adara Proposals”). Each Adara shall promptly prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of Acquiror the shares of Adara Class A Common Stock (A) to be issued to the stockholders of the Company pursuant to this Agreement and (B) held by the stockholders of Adara immediately prior to the Effective Time. The Company shall furnish all information concerning the Company as Adara may reasonably request in connection with such actions and the preparation of the Proxy Statement and Registration Statement. Adara and the Company each shall use its their reasonable best efforts to (i) cause the Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Registration Statement, (iii) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable and (iv) to keep the Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby. Prior to the effective date of the Registration Statement, Adara shall use reasonable best efforts to take any action required under any applicable federal or state securities Laws in connection with the issuance of shares of Adara Class A Common Stock, in each case to be issued or issuable to the stockholders of the Company pursuant to this Agreement. As promptly as practicable after finalization of the Proxy Statement, Adara shall mail the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts stockholders. (b) No filing of, or amendment or supplement to have the Proxy Statement cleared or the Registration Statement will be made by Adara or the SEC under Company without the Exchange Act as promptly as practicableapproval of the other party (such approval not to be unreasonably withheld, conditioned or delayed). Each of Acquiror Adara and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Companyother, reasonably promptly after Acquiror receives they receive notice thereof, of the time when the Proxy Registration Statement has been cleared become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the Adara Common Stock to be issued or issuable to the stockholders of the Company in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for the amendment or supplement of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. To the extent not prohibited by Law, Each of Adara and the Company shall cooperate and their counsel shall mutually agree upon (such agreement not to be given a reasonable opportunity unreasonably withheld or delayed), any response to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from of the SEC or its staff with respect to the Proxy Registration Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity any amendment to participate the Registration Statement filed in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECthereto. (iiic) Each of Acquiror and the Company shall ensure Adara represents that none of the information supplied by or on its behalf Adara for inclusion or incorporation by reference in the Registration Statement and the Proxy Statement willshall not, at (i) the date it time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Acquiror and at Adara, (iii) the time of the Special Adara Stockholders’ Meeting, and (iv) the Effective Time, contain any untrue statement of a material fact or omit fail 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 were made, not misleading. (iv) If . If, at any time prior to the Closing Effective Time, any information event or circumstance relating to Acquiror, the Company, any of the Company’s SubsidiariesAdara or Merger Sub, or their respective Affiliatesofficers or directors, directors or officers is should be discovered by the Company or Acquiror, Adara which is required to should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, so Adara shall promptly inform the Company. All documents that such document would include Adaxx xx responsible for filing with the SEC in connection with the Merger and the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (d) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any misstatement amendment thereof or supplement thereto) is first mailed to the stockholders of Adara, (iii) the time of Adara Stockholders’ Meeting, and (iv) the Effective Time, contain any untrue statement of a material fact or omit fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company Group Member, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, the party which discovers such information Company shall promptly notify inform Adaxx. Xll documents that the other parties and an appropriate amendment or supplement describing such information shall be promptly filed Company is responsible for filing with the SEC and, in connection with the Merger and the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the extent required by Law, disseminated to applicable requirements of the stockholders of AcquirorSecurities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

Proxy Statement. (ia) As promptly soon as reasonably practicable after following the execution of this AgreementClosing, Buyer shall prepare (xwith Sellers’ reasonable cooperation) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement to be filed with the SEC and sent made available to the stockholders of Acquiror Buyer relating to the Special Buyer Stockholder Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each ) and cause it to be furnished to the SEC and to be sent or otherwise made available to the stockholders of Acquiror Buyer relating to the Buyer Stockholder Meeting in compliance with applicable Law, including the Exchange Act and the Company Securities Act, it being understood that Buyer shall use its reasonable best efforts to cause file the Proxy Statement to comply within thirty (30) days after the Closing and in any event shall file the Proxy Statement with the rules SEC no later than forty-five (45) days after the Closing. Buyer shall promptly notify Sellers upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement and regulations promulgated by shall provide Sellers with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement. Acquiror Buyer shall use its commercially reasonable best efforts to have respond as soon as reasonably practicable to any comments from the SEC with respect to the Proxy Statement. Notwithstanding the foregoing, prior to the furnishing of the Proxy Statement cleared by (or any amendment or supplement thereto) to the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed making it available to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, Buyer or responding to any comments of the time when the Proxy Statement has been cleared or any supplement or amendment has been filedSEC with respect thereto, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel Buyer shall be given (A) provide Sellers with a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed or response (including the proposed final version of such document or response) and (B) consider in good faith all comments reasonably proposed by Sellers. Buyer shall also take any other action required to be taken under the Securities Act, the Exchange Act, the Nasdaq or any other applicable Law in connection with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made transactions contemplated by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECthis Agreement. (iiib) Each of Acquiror Buyer, on the one hand, and Sellers, on the Company shall ensure other hand, each covenant that none of the information supplied or to be supplied by Buyer or on its behalf Sellers, as applicable, for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first filed with the SEC or mailed or otherwise made available to the stockholders of Acquiror and Buyer or at the time of the Special Buyer Stockholder Meeting, 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. The Proxy Statement will comply as to form in all material respects with applicable Law, including the requirements of the Exchange Act and the rules and regulations thereunder. (ivc) If If, at any time prior to the Closing receipt of the Requisite Buyer Stockholder Approval, any information relating to Acquiror, the Company, Buyer or any of the Company’s Subsidiaries, or their respective its Affiliates, directors or officers is should be discovered by Buyer which, in the Company or Acquirorreasonable judgment of Buyer, which is required to should be set forth in an amendment of, or a supplement to to, the Proxy Statement, so that any of such document documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information Buyer shall promptly notify Sellers, and Buyer and Sellers shall cooperate in the other parties and an appropriate amendment or supplement describing such information shall be promptly filed prompt filing with the SEC of any necessary amendment of, or supplement to, the Proxy Statement and, to the extent required by applicable Law, disseminated in disseminating the information contained in such amendment or supplement to the stockholders of AcquirorBuyer.

Proxy Statement. (ia) As If required by applicable law in connection with the Merger, as promptly as practicable after consummation of the execution of this AgreementOffer, (x) Acquiror and the Company DOCP shall jointly prepare and Acquiror shall file with the SEC, SEC a proxy or information statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Merger Meeting (such proxy statement, together with any supplements or amendments or supplements thereto, the “"Proxy Statement”"). Each of Acquiror , and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement such filing cleared by the SEC under the Exchange Act as promptly as practicableSEC. Each of Acquiror CSX, NSC, Buyer and the Company agrees to Management Investor shall furnish to the other party DOCP all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters party as DOCP may be reasonably necessary or advisable or as may be reasonably requested request in connection with the preparation of the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case As promptly as practicable after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared by the SEC, DOCP shall mail the Proxy Statement to the holders of DOCP Shares. The Proxy Statement shall include the recommendation of the DOCP Board in favor of the Merger as described in Section 1.4. (b) The information supplied by each of CSX, NSC, LLC, Buyer and the Management Investor for inclusion in the Proxy Statement shall not, at the time the Proxy Statement (or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (ithereto) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders holders of Acquiror and at DOCP Shares or, unless promptly corrected, during the time pendency of the Special Merger Meeting, 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, therein not misleading. (iv) . If at any time prior to the Closing Effective Time any information event or circumstance relating to Acquiror, the Company, any of the Company’s Subsidiariesparty hereto, or their respective Affiliatesofficers or directors, directors or officers is should be discovered by the Company or Acquiror, such party which is required to should be set forth in a supplement or an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify inform the other parties hereto thereof and an shall take appropriate amendment or supplement describing such information shall be promptly filed with action in respect thereof. (c) Notwithstanding anything in the SEC and, foregoing to the extent required by Lawcontrary, disseminated in the event that at any time Buyer and/or any other direct or indirect subsidiary of Buyer shall acquire at least 90% of the outstanding DOCP Shares, Buyer and DOCP shall take all necessary and appropriate action to cause the stockholders of Acquiror.Merger to become effective as promptly as practicable after the expiration of

Proxy Statement. (ia) As promptly as reasonably practicable after following the execution date of this Agreement, (xi) Acquiror and the Company and Parent shall jointly prepare and Acquiror shall file with the SEC, a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Company and Parent in connection with the Company Stockholder Meeting and the Parent Stockholder Meeting (such proxy statement, together with any amendments as amended or supplements theretosupplemented, the “Proxy Statement/Prospectus”), and (ii) Parent (and, if necessary, New Diamond) shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Form S-4”), in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the New Diamond shares to be issued to the stockholders of the Company in connection with the Diamond Merger and the Parent Shares to be issued to the stockholders of New Diamond in connection with the payment of the aggregate Stock Consideration. Parent, New Diamond and the Company will cooperate with each other in the preparation of the Proxy Statement/Prospectus and Form S-4. Without limiting the generality of the foregoing, each of Parent, New Diamond and the Company will provide the other with a reasonable opportunity to review drafts of, and revisions to, the Proxy Statement/Prospectus and Form S-4 prepared by such party, and shall use its reasonable best efforts to furnish to the other party information relating to it and its affiliates as necessary to prepare the Proxy Statement/Prospectus and Form S-4. All of the parties hereto shall cause the Proxy Statement/Prospectus and Form S-4 to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act and (iii) the rules and regulations of the NYSE and the PCX. The Company or New Diamond, as appropriate, shall provide audited financial statements for inclusion in the Proxy Statement/Prospectus and Form S-4 as and to the extent required under applicable Law and SEC regulations. (b) Each of Acquiror the Company and Parent shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain the effectiveness of the Form S-4 through the Effective Time and to ensure that it complies in all material respects with the applicable provisions of the Exchange Act and the Securities Act until such time. The Company shall use its reasonable best efforts to cause the Proxy Statement Statement/Prospectus to comply with be mailed to the rules Company’s stockholders, and regulations promulgated by the SEC. Acquiror Parent shall use its reasonable best efforts to have cause the Proxy Statement cleared by the SEC under the Exchange Act Statement/Prospectus to be mailed to Parent’s stockholders, in each case as promptly as practicablepracticable after the Form S-4 is declared effective under the Securities Act. Each Parent and New Diamond shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of Acquiror New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald Merger, as applicable, and the Company agrees to shall furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, the Company and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or the holders of the Company Shares as may be reasonably requested in connection with any such action. (c) No filing of, or amendment or supplement to, the Form S-4 will be made by New Diamond or Parent, and no filing of, or amendment or supplement to the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application Statement/ Prospectus will be made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror Parent, in each case promptly after it is cleared by case, without providing the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company other party and their its respective counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECthereon. (iiid) Each of Acquiror and the Company shall ensure parties agrees that none of the information supplied or to be supplied by or on its behalf it for inclusion or incorporation by reference in the Proxy Statement Statement/Prospectus or the Form S-4 will, at the date it such document is first mailed to the stockholders of Acquiror the relevant party and at the time of such party’s meeting of stockholders relating to the Special MeetingMergers, 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 the light of the circumstances under which they are made, not misleading. For purposes of the foregoing, it is understood and agreed that information concerning or related to the Company or any Company Subsidiary will be deemed to have been supplied by the Company and information concerning or related to Parent or Acquisition Sub will be deemed to have been supplied by Parent. (ive) If at any time prior Each of Parent and the Company agree to the Closing correct any information relating to Acquiror, provided by it for use in the Company, any Proxy Statement/Prospectus or Form S-4 which shall have become false or misleading. The parties shall as soon as reasonably practicable notify each other of the Company’s Subsidiaries, receipt of any comments from or their respective Affiliates, directors or officers is discovered by other correspondence with the Company or Acquiror, which is required to be set forth in an amendment or supplement SEC staff with respect to the Proxy Statement/Prospectus or Form S-4 and any request by the SEC for any amendment to the Proxy Statement/Prospectus or Form S-4 or for additional information (and promptly deliver a copy of such comments, so that such document would include correspondence or request to each other). Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any misstatement stop order or the suspension of the qualification of the Parent Shares issuable in connection with the Mergers for offering or sale in any jurisdiction. (f) Each of the Company and Parent shall use its reasonable best efforts to cause to be delivered to the other party a material fact or omit letter of its independent auditors, dated (i) the date on which the Form S-4 shall become effective and (ii) the Closing Date, and addressed to state any material fact necessary to make the statements thereinother party, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties form and an appropriate amendment or supplement describing such information shall be promptly filed substance customary for “comfort” letters delivered by independent public accountants in connection with the SEC and, registration statements similar to the extent required by Law, disseminated to the stockholders of AcquirorForm S-4.

Proxy Statement. (i) As promptly as practicable after the execution of this Agreement, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the The Company shall use its reasonable best efforts to cause the Proxy Statement to comply prepare and file with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act , as promptly as practicable. Each practicable after the date hereof but in no event later than 30 days after the Initial Closing, preliminary proxy materials with respect to a meeting of Acquiror the stockholders for the purpose of approving the issuance of shares of Preferred Stock upon conversion of the Notes in accordance with the terms of the Notes and the Company agrees issuance of the Warrants to furnish to be issued at the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters Second Closing as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made contemplated by or on behalf of Acquirorthis Agreement. Thereafter, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection shall as promptly as possible file with the Transactions SEC the definitive proxy statement and acting through its Board of Directors, (the “Other Documents”). Acquiror will cause the Proxy Statement i) call a Special Meeting to be mailed held at the earliest practicable date but in no event later than 45 days after the earlier of (x) receiving notification that the SEC is not reviewing the preliminary proxy materials and (y) the conclusion of any SEC review of the preliminary proxy materials, for the sole purpose of voting upon the approval of the issuance of shares of Preferred Stock upon conversion of the Notes in accordance with the terms of the Notes and the issuance of the Warrants to be issued at the Second Closing as contemplated by this Agreement and (ii) include in the proxy statement the recommendation of its Board of Directors that holders of the Common Stock approve such issuances referred to in clause (i) above; provided, however, that the Board of Directors may withdraw or adversely modify their recommendation of the issuances referred to in clause (i) above if the Board of Directors determines in good faith (after consultation with its financial advisors and legal counsel) that from a financial point of view to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly based solely on facts or conditions arising after Acquiror receives notice thereofthe date hereof, that the issuances referred to in clause (i) above are not in the best interests of the time when Company's stockholders. In the Proxy Statement has been cleared event that the Board of Directors withdraws or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement adversely modifies its recommendation of the Proxy Statement or for additional information. To the extent not prohibited by Lawissuances referred to in clause (i) above, the Company and will pay to the Purchasers (based on their counsel pro rata percentage of the aggregate Purchase Price) in immediately available funds an amount in cash as liquidated damages equal to five percent (5%) of the aggregate principal amount of the Notes issued hereunder, payable within two (2) business days of such withdrawal or modification. Neither prior to nor at the Special Meeting shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Lawput forth any matter, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of than those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, 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. (iv) If at any time prior to the Closing any information matters relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered transactions expressly contemplated by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC andthis Agreement, to the extent required by Law, disseminated to holders of Common Stock for their approval without the stockholders prior written consent of AcquirorWarburg.

Proxy Statement. (ia) As promptly as reasonably practicable after the execution of this Agreement, (x) Acquiror and the Company Axxxxx, in cooperation with DMK, shall jointly prepare and Acquiror shall file with the SECSEC the Proxy Statement. The Proxy Statement shall, a proxy statement among other things, include the Adamis Board Recommendation and (i) solicit the approval of and include the recommendation of the Adamis Board to Adamis’ stockholders that they vote in favor of the Adamis Proposals and the Other Adamis Proposals. DMK shall deliver to Axxxxx audited financial statements as of and for the years ended December 31, 2020 and 2021 (and, if determined to be filed required in Adamis’ reports and filings with the SEC under applicable securities laws and sent to SEC rules and regulations, 2022), with a report thereon from DMK’s independent accounting firm (the stockholders of Acquiror relating to the Special Meeting (such proxy statement“DMK Audited Financial Statements”), together with any amendments or supplements theretoupdated and reviewed DMK Interim Financial Statements. DMK shall promptly furnish to Adamis all other information concerning DMK, the “Proxy Statement”). Each of Acquiror and the Company shall use its commercially reasonable best efforts to cause to be finished all information with respect to its stockholders, that is required to be disclosed in the Proxy Statement, or in subsequent filings that Axxxxx may make with the SEC. (b) Axxxxx shall use all reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC, and shall respond promptly to any comments of the SEC or its staff and shall use all reasonable efforts to resolve any comments of SEC on the Proxy Statement as promptly as reasonably practicable. Acquiror Adamis shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the definitive Proxy Statement to be mailed to the Adamis’ stockholders of Acquiror in each case promptly after it is cleared review by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement SEC has been cleared completed. Adamis shall notify DMK promptly upon the receipt of any comments from the SEC or its staff or any supplement or amendment has been filed, or other government officials and of any request by the SEC or its staff or any other government officials for the amendment amendments or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity supplements to review and comment on the Proxy Statement and shall supply DMK with copies of all substantive correspondence between Axxxxx or any Other Document each time before any such document is filed with of its Representatives, on the one hand, and the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in Statement. Whenever any discussions or meetings with the SEC. (iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, 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. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact DMK or omit Adamis, as the case may be, shall use commercially reasonable efforts to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify inform the other parties of such occurrence and an appropriate amendment or supplement describing such information shall be promptly filed cooperate in filing with the SEC andor its staff or any other government officials, and/or mailing to stockholders of Adamis or DMK, such amendment or supplement. If Axxxxx becomes aware that any information in the extent Proxy Statement is or has become false or misleading in any material respect, Adamis shall take all reasonable steps to make such corrections as are required by Law, disseminated to the stockholders of Acquirorapplicable law or otherwise deemed appropriate by Axxxxx.

Proxy Statement. (a) AHL shall (i) As as promptly as practicable after the execution date of this Agreement, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, SEC a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments thereof or supplements theretothereto and any other required proxy materials, the “Proxy Statement”) relating to a meeting of the shareholders of AHL for the purpose of seeking the Required Vote (the “AHL Shareholders Meeting”). Each , (ii) respond as promptly as reasonably practicable to any comments received from the staff of Acquiror the SEC with respect to such filings, (iii) as promptly as reasonably practicable, prepare and the Company shall file any amendments or supplements necessary to be filed in response to any such comments, (iv) use its commercially reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the staff of the SEC under the Exchange Act and thereafter mail to its stockholders such Proxy Statement in final form as promptly as practicable, and (v) to the extent required by applicable Law, promptly file and mail to the AHL shareholders any supplement or amendment to such Proxy Statement. Each AHL shall promptly notify AGM upon the receipt of Acquiror any comments (written or oral) from the SEC or its staff or any requests from the SEC or its staff for amendments or supplements to the Proxy Statement, shall consult with AGM and provide AGM with the opportunity to review and comment upon any response to such comments or requests prior to responding to any such comments or requests and shall reasonably consider AGM’s comments in good faith, and shall provide AGM promptly with copies of all correspondence between AHL and its representatives, on the one hand, and the Company agrees to furnish to SEC and its staff, on the other party hand. AGM shall cooperate with AHL in connection with the preparation and filing of the Proxy Statement, including promptly furnishing AHL, upon request, with any and all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may required to be reasonably requested set forth in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to under the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror Exchange Act. AHL will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given provide AGM a reasonable opportunity to review and comment on upon the Proxy Statement and Statement, or any Other Document each time before any such document is filed amendments or supplements thereto, prior to filing the same with the SEC, and Acquiror shall give reasonable and reasonably consider AGM’s comments in good faith consideration faith. (b) If, at any time prior to AHL Shareholders Meeting any comments made information relating to AHL or AGM or any of their respective Affiliates should be discovered by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments AHL or other communications, whether written AGM which should be set forth in an amendment or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect supplement to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on Statement, so that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, shall not 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. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which that discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC party, and, to the extent required by applicable Law, disseminated AHL shall disseminate an appropriate amendment thereof or supplement thereto describing such information to AHL’s shareholders. (c) Subject to Section 5.4, the stockholders of AcquirorAHL Recommendation shall be included in the Proxy Statement.

Proxy Statement. (i) As promptly soon as reasonably practicable after following the execution date of this Agreement, the Company shall, with the assistance and approval (xnot to be unreasonably withheld or delayed) Acquiror of Parent, prepare and file with the SEC the Proxy Statement. Parent, Merger Sub and the Company shall jointly prepare will cooperate and Acquiror shall file consult with each other in the SECpreparation of the Proxy Statement. Without limiting the generality of the foregoing, a proxy statement each of Parent and Merger Sub will furnish to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be filed with set forth in the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the The Company shall use its reasonable best efforts to cause resolve all SEC comments with respect to the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror practicable after receipt thereof and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly Company’s Stockholders as soon as practicable after it the Proxy Statement is cleared by the SEC. (ii) To , and the extent not prohibited by LawCompany will use its reasonable best efforts to cause such mailing to occur prior to August 14, Acquiror will advise the Company2008. However, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has shall not be mailed unless (x) the Additional Financing Commitment shall have been cleared obtained and accepted by Parent, a copy thereof shall have been provided to the Company and any fees owing to the applicable lender upon such acceptance shall have been paid by Parent or an affiliate thereof or (y) Parent and the Company shall each have waived the requirement in clause (x) above. Each of Parent, Merger Sub and the Company agrees to correct any supplement information provided by it for use in the Proxy Statement that shall have become false or amendment has been filed, or misleading. The Company shall as soon as reasonably practicable (i) notify Parent and Merger Sub of the receipt of any comments from the SEC with respect to the Proxy Statement and any request by the SEC for the any amendment or supplement of to the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company information and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed (ii) provide Parent with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by copies of all correspondence between the Company and its counsel. To Representatives, on the extent not prohibited by Lawone hand, Acquiror shall provide and the Company and their counsel with (i) any comments or SEC, on the other communicationshand, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECStatement. (iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, 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. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquiror.

Proxy Statement. (i) As promptly as practicable and in no event later than fifteen (15) business days after the execution date of this Agreement, (x) Acquiror and the Company shall jointly (i) prepare and Acquiror shall file with the SEC, a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror in preliminary form relating to the Special Stockholders Meeting (such proxy statement, together with including any amendments amendment or supplements supplement thereto, the “Proxy Statement”). Each ) (ii) subject to Section 6.2, include in the Proxy Statement the Company Recommendation, (iii) furnish the information required to be provided to the holders of Acquiror Shares pursuant to Delaware Law, the Exchange Act and any other applicable Laws and (iv) unless a Change of Recommendation has been effected, use its reasonable efforts to solicit from holders of all of the Shares proxies in favor of the adoption of this Agreement and the approval of the Merger and take all other action reasonably necessary or advisable to secure the approval of stockholders required by the DGCL and any other applicable Law and the Charter and bylaws (if applicable) to effect the Merger; provided, unless a Change of Recommendation has been effected, that Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review the Proxy Statement before it is filed with the SEC and the Company shall use its give due consideration to all reasonable best efforts additions, deletions, or changes thereto suggested by Parent, Merger Sub and their counsel. The Company shall promptly notify Parent of the receipt of all comments of the SEC with respect to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the any amendment or supplement of the Proxy Statement thereto, or for additional information. To the extent not prohibited by Law, the Company and unless a Change of Recommendation has been effected, shall provide to Parent, after Parent, Merger Sub and their counsel shall be given have had a reasonable opportunity to review and comment on the Proxy Statement and draft correspondence and due consideration has been given to such comments by the Company, copies of all correspondence between the Company and/or any Other Document of its Representatives and the SEC. The Company and Parent shall each time before any such document is filed use reasonable best efforts to promptly provide satisfactory responses to the SEC with respect to all comments received on the Proxy Statement by the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To shall cause the extent not prohibited by Lawdefinitive Proxy Statement to be mailed as promptly as practicable after the date the SEC staff advises that it has no further comments thereon, Acquiror shall provide or that the Company may commence mailing the Proxy Statement. Notwithstanding anything to the contrary in this Section 6.3(b), and their counsel with (i) any comments subject to Section 6.2, the Company may amend or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to supplement the Proxy Statement or Other Documents promptly after receipt in connection with a Change of those comments or other communications and (ii) a reasonable opportunity to participate in Recommendation without the response prior consent of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECParent. (iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, 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. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquiror.

Proxy Statement. (ia) As promptly as practicable Promptly after the execution of this Agreement, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company Parent shall use its reasonable best efforts to cause prepare and, as soon as is reasonably practicable, file with the SEC the Proxy Statement, together with appropriate forms of proxy, with respect to the Special Shareholders Meeting. The Buyer and its outside counsel shall be given the opportunity to review and comment on the Proxy Statement to comply before it is filed with the rules and regulations promulgated by the SEC. Acquiror The Parent shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itselfpracticable after filing and, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared so cleared, shall mail the Proxy Statement to the stockholders of the Parent as of the record date for the Special Shareholders Meeting. The Buyer and the Parent each agree to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading in any supplement or amendment has been filedmaterial respect and shall take all steps necessary to cause the Proxy Statement as so corrected to be filed with the SEC, or and to be disseminated to the stockholders of the Parent Common Stock to the extent required by applicable Law. (b) The Parent shall notify the Buyer promptly of the receipt by it of any comments of the SEC and of any request by the SEC for the amendment amendments or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity supplements to review and comment on the Proxy Statement and any Other Document each time before any such document is filed will supply the Buyer with copies of all correspondence between the SECParent and its representatives, on the one hand, and Acquiror the SEC or the members of its staff or any other Government official, on the other hand, with respect to the Proxy Statement. The Buyer and the Parent shall give use all reasonable and good faith consideration efforts to respond promptly to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff any other Government official with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECStatement. (iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, 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. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquiror.

Proxy Statement. (i) As Subject to receipt from American of the requisite audited and unaudited financial statements to be included in the Proxy Statement, as promptly as reasonably practicable after the execution of this Agreement, (x) Acquiror American and the Company Marwich shall jointly prepare prepare, and Acquiror Marwich shall file with the SECSEC in preliminary form, a proxy statement to be filed with the SEC and sent Proxy Statement. The Proxy Statement shall related to the approval by the Marwich’s stockholders of Acquiror relating the matters listed in Exhibit A to the Special Meeting (this Agreement, in addition to such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”)other matters as Marwich may deem appropriate. Each of Acquiror American and Marwich shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments of the Company SEC with respect thereto. Marwich shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders as promptly as reasonably practicable after filing with or, if necessary, clearance from the SEC. American shall furnish all information as may be required to comply in all material respects with all applicable requirements of the Exchange Act and the rules and regulations promulgated by the SECthereunder. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, 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. (iv) If at any time prior to the Closing receipt of Marwich Stockholder Approval, any information relating to Acquiror, the CompanyAmerican, any of the Company’s SubsidiariesSubsidiary, or Marwich, or any of their respective Affiliates, directors or officers is officers, should be discovered by the Company American, any Subsidiary, or Acquiror, Marwich which is required to should be set forth in an amendment or supplement to the Proxy Statement, so that either such 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 are made, not misleading, the party which 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 Lawapplicable Legal Requirement or the SEC, disseminated to the stockholders of AcquirorMarwich. Marwich shall notify American promptly of the receipt of any comments from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply American with copies of (i) all correspondence between Marwich or any of its Representatives, on the one hand, and the SEC or staff of the SEC, on the other hand, with respect to the Proxy Statement or the Merger.

Proxy Statement. (ia) As promptly as practicable after the execution of this AgreementAgreement and receipt of the PCAOB Audited Financials, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, SEC a joint information statement/proxy statement (as amended or supplemented, the “Proxy Statement”) to be filed with the SEC and sent to the stockholders of Acquiror relating with respect to the Special Meeting meeting of Acquiror’s stockholders (such proxy statementthe “Acquiror Stockholders’ Meeting”) to be held to consider approval and adoption of (i) this Agreement and the Merger, together with (ii) the issuance of the New Acquiror Class A Common Stock as contemplated by this Agreement, (iii) the Acquiror Certificate Amendment and (iv) any amendments or supplements theretoother proposals the parties deem necessary to effectuate the Merger (collectively, the “Acquiror Proposals”). The Company shall furnish all information concerning the Company as Acquiror may reasonably request in connection with such actions and the preparation of the Proxy Statement”). Acquiror and the Company each shall use their reasonable best efforts to (A) cause the Proxy Statement when filed with the SEC to comply in all material respects with all Laws applicable thereto and (B) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement. Prior to the filing date of the Proxy Statement, Acquiror shall take all or any action required under any applicable federal or state securities laws in connection with the issuance of shares of Acquiror Common Stock, in each case to be issued or issuable to the Shareholders pursuant to this Agreement. As promptly as practicable after finalization of the Proxy Statement, the Company shall mail the Proxy Statement to the Shareholders and the Acquiror will send mail the Proxy Statement to its stockholders. Each of Acquiror and the Company shall use its reasonable best efforts to cause furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Proxy Statement. (b) No filing of, or amendment or supplement to, the Proxy Statement will be made by Acquiror or the Company without the approval of the other party (such approval not to comply with the rules and regulations promulgated by the SECbe unreasonably withheld, conditioned or delayed). Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Companyother, reasonably promptly after Acquiror receives they receive notice thereof, of the time when the Proxy Statement has been cleared become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the Acquiror Common Stock to be issued or issuable to the stockholders of the Company in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for the amendment or supplement of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationinformation and responses thereto. To the extent not prohibited by Law, Each of Acquiror and the Company shall cooperate and their counsel shall mutually agree upon (such agreement not to be given a reasonable opportunity unreasonably withheld or delayed), any response to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from of the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity any amendment to participate the Proxy Statement filed in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECthereto. (iiic) Each of Acquiror and the The Company shall ensure represents that none of the information supplied by or on its behalf the Company for inclusion or incorporation by reference in the Proxy Statement willor any current report on Form 8-K shall not, at (i) the date it time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Acquiror and at (in the case of the Proxy Statement), (ii) the time of the Special MeetingAcquiror Stockholders’ Meeting (in the case of the Proxy Statement), and (iii) the Effective Time (in the case of the Proxy Statement), contain any untrue statement of a material fact or omit fail 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 were made, not misleading. (iv) If . If, at any time prior to the Closing Effective Time, any information event or circumstance relating to Acquiror, the Company, any of the Company’s Subsidiariesor its officers or directors, or their respective Affiliates, directors or officers is should be discovered by the Company or Acquiror, which is required to should be set forth in an amendment or a supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information Company shall promptly notify inform Acquiror. All documents that the other parties and an appropriate amendment or supplement describing such information shall be promptly filed Company is responsible for filing with the SEC andin connection with the Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (d) Following the final determination of the Estimated Cash Consideration in accordance with Section 3.06(a), Acquiror and the Company shall mutually agree on the form and substance of a press release setting forth the Merger Consideration as of the anticipated Closing Date (the “Preliminary Merger Consideration Announcement”), which the parties shall cause to be publicly disclosed (and which Acquiror shall file on Form 8-K) no later than four (4) Business Days prior to the extent required by Law, disseminated to the stockholders of AcquirorAcquiror Stockholders’ Meeting.

Proxy Statement. (i) As promptly as practicable after following the execution of this Agreement, (x) Acquiror and the Company shall jointly prepare and Acquiror Seller shall file with the Securities and Exchange Commission (“SEC, ”) a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting Proxy Statement on Schedule 14A (such proxy statement, together with any all amendments or and supplements thereto, the “Proxy StatementSchedule 14A”)) in order to seek the Seller Shareholders’ Approval. Each of Acquiror and the Company The Seller shall use its reasonable best efforts to cause the Proxy Statement Schedule 14A to comply with the rules and regulations promulgated be disseminated in all material respects as required by the SECapplicable federal securities laws. Acquiror The Seller shall use its reasonable best efforts to cause the Schedule 14A to comply in all material respects with the applicable requirements of federal securities laws. The Seller and Buyer agree to correct promptly any information provided by any of them for use in the Schedule 14A that shall have become false or misleading in any material respect, and the Proxy Statement cleared by Seller further agrees to use its reasonable best efforts to cause the Schedule 14A, as so corrected, to be filed with the SEC under and disseminated to holders of the Exchange Act Seller’s shareholders, in each case in all material respects as required by applicable federal securities laws. Buyer shall promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party Seller all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary Buyer that is required or advisable or as may be reasonably requested by Seller in connection with the Proxy Statement, a Current Report on Form 8-K pursuant its obligations relating to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company Schedule 14A. The Seller shall give Buyer and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time Schedule 14A before any such document it is filed with the SEC. In addition, and Acquiror shall give reasonable and good faith consideration the Seller agrees to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) provide Buyer and its counsel in writing with any written comments or other communications, whether written or oral, that Acquiror the Seller or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents Schedule 14A promptly after the receipt of those comments or other communications and such comments, (ii) use reasonable best efforts to provide Buyer and its counsel a reasonably detailed description of any oral comments the Seller or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14A promptly after the receipt of such comments, and (iii) unless the Seller has exercised its rights under Section 5.06(c), provide Buyer and its counsel reasonable opportunity to participate in review and comment on any written or oral response to such comments or any proposed amendment to the response of Acquiror Schedule 14A prior to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings filing thereof with the SEC. (iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, 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. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquiror.

Proxy Statement. (i) As promptly as practicable after Subject to the execution terms and conditions of this Agreement, (x) Acquiror and as promptly as reasonably practicable after the date hereof, the Company shall jointly prepare and Acquiror shall file with the SEC, SEC a proxy statement to be filed with the SEC and sent to the stockholders holders of Acquiror relating to shares of Company Common Stock in connection with the Special Company Stockholders’ Meeting (such proxy statement, together with any amendments thereof or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company shall The Company, after consultation with Parent, will use its reasonable best efforts to cause respond promptly to any comments made by the SEC with respect to the Proxy Statement. Without limiting the generality of the foregoing, (a) prior to filing the Proxy Statement to comply (or any amendment or supplement thereto) with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts SEC or responding to have the Proxy Statement cleared by any comments of the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquirorrespect thereto, the Company or the Company’s Subsidiaries to any regulatory authority shall (including Nasdaqi) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given give Parent a reasonable opportunity to review and comment on such document or response and (ii) include in such document or response comments reasonably proposed by Parent, and (b) Parent and Merger Sub shall furnish all information relating to Parent, Merger Sub and their respective Affiliates as the Company may reasonably request (or as may be required to be included in the Proxy Statement) in connection with such actions and the preparation of the Proxy Statement. Subject to the terms and conditions of this Agreement and applicable Law, as promptly as reasonably practicable after the clearance of the Proxy Statement by the SEC (but in any event within ten Business Days thereafter), the Company shall mail the Proxy Statement to the holders of shares of Company Common Stock (provided that such ten Business Day period shall be tolled during (a) the pendency of any Order that prohibits the mailing of the Proxy Statement in the form cleared by the SEC or otherwise or the calling or holding of the Company Stockholder’s Meeting, (b) any period during which the Company reasonably and in good faith determines that distributing the Proxy Statement would violate Rule 14a-9 promulgated under the Exchange Act due to material misstatements or omissions contained therein, and (c) any Other Document each time before any such document is filed with period required for the revision or amendment and resubmission of the Proxy Statement to the SEC, and Acquiror the subsequent clearance thereof by the SEC, in compliance with any Order or the settlement of any stockholder litigation relating to this Agreement or the transactions contemplated hereby (any such period in clause (a), (b) or (c), a “Tolling Period”)). Subject to and without limiting the rights of the Company Board pursuant to Section 6.4.2, the Proxy Statement shall give reasonable include the Company Recommendation. The Company will advise Parent, as promptly as reasonably practicable, after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or comments thereon and good faith consideration responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time, any information, event or circumstance relating to any comments made Party hereto, or their respective officers, directors, Affiliates or Representatives, should be discovered by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments Party hereto which should be set forth in an amendment or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect a supplement to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on so that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, does not contain any untrue statement of a material fact 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. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers Party discovering such information information, event or circumstance shall promptly notify inform the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC Parties hereto and, to the extent required by Law, an appropriate amendment or supplement describing such information, event or circumstance shall be promptly prepared and filed by the Company with the SEC and, if required, disseminated to the stockholders holders of Acquirorshares of Company Common Stock.

Proxy Statement. (i) As promptly as practicable after the execution of this Agreement, (x) Acquiror Zanite, Embraer, EAH and the Company shall jointly prepare use reasonable best efforts to prepare, and Acquiror Zanite shall file use reasonable best efforts to file, or cause to be filed, with the SEC, a proxy statement to be filed with the SEC and and, once the SEC confirms it has no further comments on the filing, sent to the stockholders of Acquiror relating Zanite Stockholders for the matters to be acted upon at the Special Zanite Stockholders’ Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company Party shall use its reasonable best efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC, to have the Proxy Statement declared effective under the Securities Act as promptly as practicable after such filing, and to keep the Proxy Statement effective as long as is necessary to consummate the Transactions. Acquiror shall Zanite also agrees to use its reasonable best efforts to have obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the Proxy Statement cleared by Transactions, and the SEC under Embraer, EAH or the Exchange Act as promptly as practicable. Each of Acquiror Company shall furnish all information concerning EAH and the Company and any of their respective members or stockholders as may be reasonably requested in connection with any such action. Each Party agrees to furnish to the other party Parties all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report current report on Form 8-K pursuant to the Exchange Act in connection with the Transactionstransactions contemplated by this Agreement, or any other statement, filing, notice or application made by or on behalf of AcquirorZanite, Embraer, EAH, the Company or the Company’s their respective Subsidiaries to any regulatory authority (including Nasdaqthe Approved Stock Exchange) in connection with the Equity Exchange and the other Transactions (the “Other Documents”)contemplated hereby. Acquiror Zanite will cause the Proxy Statement to be mailed to the stockholders Zanite Stockholders promptly (and in any event, within seven (7) Business Days) after the filing of Acquiror in each case promptly after it is cleared by the Proxy Statement with the SEC. (ii) To the extent not prohibited by LawNo filing of, Acquiror will advise the Companyor amendment or supplement to, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request will be made by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given Zanite without providing Embraer with a reasonable opportunity to review and comment on the Proxy Statement thereon and any Other Document each time before any such document is filed with the SEC, and Acquiror Zanite shall give reasonable and good faith consideration to any comments made by the Company Embraer and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) Embraer will be given a reasonable opportunity to participate in the response of Acquiror to those any SEC comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company Zanite or its counsel in any discussions or meetings with the SEC. Zanite shall comply in all material respects with all applicable rules and regulations promulgated by the SEC, any applicable rules and regulations of Nasdaq, Zanite’s Organizational Documents, and this Agreement in the preparation, filing and distribution of the Proxy Statement, any solicitation of proxies thereunder, the calling and holding of the Zanite Stockholders’ Meeting and the Zanite Share Redemption. (iii) Each of Acquiror Zanite, Embraer, EAH and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror Zanite Stockholders and at the time of the Special Zanite Stockholders’ Meeting, 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. (iv) If at any time prior to the Closing Date, any information relating to AcquirorZanite, Embraer, EAH, the Company, Company or any of the Company’s their respective Subsidiaries, or their respective Affiliates, directors or officers is discovered by Zanite, Embraer, EAH or the Company or AcquirorCompany, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which that discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders Zanite Stockholders. (v) Zanite shall provide Embraer with copies of Acquirorany written comments, and shall inform Embraer of any oral comments, that Zanite receives from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such comments. (vi) Without limiting the generality of the foregoing, each of Zanite, Embraer, EAH and the Company shall cooperate with each other in the preparation of each of the Proxy Statement, and each of Embraer, EAH and the Company shall furnish Zanite with all information concerning it and its affiliates as the providing party (after consulting with counsel) may deem reasonably necessary or advisable in connection with the preparation of the Proxy Statement, including, without limitation, if the anticipated effective date of the Proxy Statement is after February 14, 2022, each of Zanite and the Company shall use their respective reasonable best efforts to deliver to each other, as soon as reasonably practicable following February 14, 2022, the audited consolidated balance sheets and statements of operations and comprehensive loss, stockholders’ deficit, and cash flow of Zanite and the Company and its Subsidiaries, respectively, as of and for the year ended December 31, 2021, which comply with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant.

Proxy Statement. (ia) As promptly as practicable after the execution date of this Agreement, (x) Acquiror and the Company shall jointly prepare and Acquiror Hirsch shall file with the SECXXX x Proxy Statement with respect to, a proxy statement to among other things, seeking Hirsch Stockholder Approval xxx xhe Merger, the approval of the amended and restated certificate of incorporation of Hirsch attached hereto as Exxxxxx B, the appointment of the individuals described in Section 1.7(a) hereof as directors of Hirsch (with such appointmexx xx be filed effective as of the Effective Time) and the related transactions contemplated by this Agreement. Sheridan shall furnish all information concerning it and the holders of its capital stock as Hirsch may reasonably requexx xx connection with the SEC and sent to preparation of the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company Hirsch shall use its reasonable best efforts all reasonxxxx xfforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use , to respond promptly to any comments of the SEC or its reasonable best efforts staff and to have the Proxy Statement cleared by the SEC under the Exchange Act mailed to Hirsch's stockholders as prxxxxxx xs practicable. Hirsch shall also promptly xxxx, use all reasonable efforts to cause to become effective as promptly as practicable. Each of Acquiror and the Company agrees possible and, if required, mail to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or stockholders any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly that becomes necessary after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in mailing, the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECProxy Statement. (iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, 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. (ivb) If at any time prior to the Closing Effective Time any information event or circumstance relating to Acquiror, the Company, any of the Company’s SubsidiariesHirsch, or their its respective Affiliatesdxxxxxxrs or officers, directors or officers is discovered by Hirsch which is required to xx xxt forth in an amendment or supplement to the Company Proxy Statement, Hirsch shall promptly inforx Xxxxidan. All documents that Hirsch is responsible for fxxxxx with the SEC in connection with the transactions contemplated hereby will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (c) If at any time prior to the Effective Time any event or Acquirorcircumstance relating to Sheridan, or its respective directors or officers, is discovered by Sheridan which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a Sheridan shall promptly inform Hirsch. All documents provixxx xx Sheridan to Hirsch for filing with the XXX xx connection with the transaction contemplated herein will comply as to form and substance in all material fact or omit to state any material fact necessary to make respects with the statements therein, in light applicable requirements of the circumstances under which they were madeSecurities Act and the Exchange Act. (d) Hirsch will advise Sheridan, not misleadingxxxxptly after it receives notice thereof, of the party which discovers such issuance of any stop order, or any request by the SEC for an amendment of the Proxy Statement or comments thereon or responses thereto. (e) Sheridan hereby covenants and agrees to cooperate with Hirsch in the preparation axx xxxing of the Proxy Statement and will promptly provide all available financial and other information shall promptly notify reasonably requested by Hirsch for inclusion in the other parties Xxxxx Statement and an appropriate amendment or supplement describing that such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquirorcomplete and accurate in all material respects.

Proxy Statement. (a) If approval of the Company’s stockholders is required by applicable Legal Requirements to consummate the Merger, promptly following consummation of the Offer (or, if applicable, after the expiration of any “subsequent offering period” pursuant to Section 1.1(c)), the Company shall (i) As promptly as practicable after the execution of this Agreement, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement to be filed Proxy Statement with the SEC and sent under the Exchange Act, (ii) mail to the stockholders holders of Acquiror relating Shares a Proxy Statement within a sufficient time prior to the Special Stockholders’ Meeting and (such proxy statementiii) otherwise comply in all material respects with all Legal Requirements applicable to the Stockholders’ Meeting, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicablepromptly. Each of Acquiror Parent, Purchaser and the Company agrees to furnish to shall cooperate with each other in the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with preparation of the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, and the Company or shall notify Parent promptly of the Company’s Subsidiaries receipt of any comments of the SEC with respect to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or and of any request by the SEC for the any amendment or supplement of the Proxy Statement thereto or for additional information. To information and shall provide as soon as reasonably practicable to Parent copies of all correspondence between the extent not prohibited by Law, Company or any representative of the Company and their the SEC with respect thereto. The Company shall give Parent and its counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any prior to such document is documents being filed with the SEC, SEC or disseminated to holders of Shares and Acquiror shall give reasonable and good faith consideration to any comments made by the Company Parent and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in review and comment on all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the response SEC. Each of Acquiror the Company, Parent and Purchaser agrees to those use its reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to provide comments on that response (cause the Proxy Statement and all required amendments and supplements thereto to which reasonable and good faith consideration shall be given), including by participating with mailed to the Company or its counsel in any discussions or meetings with holders of Shares entitled to vote at the SECStockholders’ Meeting at the earliest practicable time. (iiib) Each of Acquiror and the The Company shall use its reasonable best efforts to ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will(i) will not, at on the date it is first mailed to the stockholders of Acquiror the Company and at the time of the Special Stockholders’ Meeting, 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. misleading and (ivii) If at any time prior will comply as to form in all material respects with the Closing any information relating to Acquirorapplicable requirements of the Exchange Act. Notwithstanding the foregoing, the Company, any Company assumes no responsibility with respect to information supplied in writing by or on behalf of the Company’s Subsidiaries, Parent or their respective Affiliates, directors Purchaser for inclusion or officers is discovered incorporation by the Company or Acquiror, which is required to be set forth reference in an amendment or supplement to the Proxy Statement. Parent shall use its reasonable best efforts to ensure that the information supplied by Parent in writing for inclusion (or incorporation by reference) in the Proxy Statement will not, so that such document would include on the date it is first mailed to stockholders of the Company and at the time of the Stockholders’ Meeting, contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading. (c) Parent and the Company shall promptly make all necessary filings with respect to the Merger under the Securities Act, the party which discovers such information shall promptly notify Exchange Act, applicable Blue Sky Laws and the other parties rules and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquirorregulations thereunder.

Proxy Statement. (ia) As promptly as practicable after the execution of this Agreement, (x) Acquiror and the The Company shall jointly prepare and Acquiror shall file with the SEC, use reasonable best efforts to deliver to Parent a reasonably complete initial draft of a proxy statement (as amended or supplemented from time to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements theretotime, the “Proxy Statement”). Each of Acquiror ) within fifteen (15) Business Days after the Agreement Date, and as soon as reasonably practicable following the Agreement Date, and in any event within five (5) Business Days following the No-Shop Period Start Date, the Company shall use its reasonable best efforts prepare and file with the SEC the preliminary Proxy Statement to cause be sent to the holders of Common Shares relating to the meeting of the stockholders of the Company (the “Company Stockholders’ Meeting”) to be held to consider adoption of this Agreement, approval of the Merger and approval of any other matters to affect the Transactions as determined by the Parties. Parent shall reasonably cooperate with the Company in connection with the preparation of the Proxy Statement to comply and shall furnish all information concerning Parent, Merger Sub and their Affiliates as the Company may reasonably request in connection with the rules preparation of the Proxy Statement, and regulations promulgated Parent shall provide such other assistance, as may be reasonably requested by the Company and shall otherwise reasonably assist 42 and cooperate with the Company in the preparation, filing and distribution of the Proxy Statement, and the resolution of any comments received from the SEC. Acquiror The Company shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicablereasonably practicable after such filing. Each of Acquiror and the The Company agrees will use reasonable best efforts to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case the Company as promptly as reasonably practicable after it the later of the No-Shop Period Start Date and the date on which the Proxy Statement is cleared by the SEC provided that the Company shall not be required to mail the definitive Proxy Statement until the date on which the SEC (or the staff of the SEC) confirms that it has no further comments on the Proxy Statement or that it does not intend to review the Proxy Statement for the purpose of voting on the approval and adoption of this Agreement in accordance with the DGCL (the "Definitive Proxy Date"). (iib) To The Company shall promptly notify Parent of (i) the extent not prohibited by Law, Acquiror will advise receipt of any comments from the Company, reasonably promptly after Acquiror receives notice thereof, of SEC and all other written correspondence and oral communications with the time when SEC relating to the Proxy Statement has been cleared or any supplement or amendment has been filed, or of and (ii) any request by the SEC for the any amendment or supplement of to the Proxy Statement or for additional information. To the extent not prohibited by Lawinformation with respect thereto and, in each case of clauses (i) and (ii), the Company shall promptly provide Parent with copies of all correspondence between it and their counsel its Representatives, on the one hand, and the SEC, on the other hand. The Company shall be given a use its reasonable opportunity best efforts to review and comment on respond as promptly as reasonably practicable to any comments from the SEC with respect to the Proxy Statement. All filings by the Company with the SEC in connection with the Transactions, including the Proxy Statement and any Other Document each time before amendment or supplement thereto and any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration response to any comments of the SEC with respect thereto, shall be subject to the reasonable prior review and comment of Parent, and all mailings to the stockholders of the Company in connection with the Transactions shall be subject to the reasonable prior review and comment of Parent and, in each case, the Company shall consider in good faith all comments reasonably proposed by Parent. The Company shall not file or mail any document relating to the Company Stockholders’ Meeting or respond to the SEC prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed; provided, that the Company, in connection with a Change in Company Board Recommendation made in compliance with the terms hereof may (and Parent shall comply with any request by the Company and its counsel. To to) amend or supplement the Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement (including by incorporation by reference) to the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with it contains (i) any comments or other communicationsa Change in Company Board Recommendation, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in statement of the response reason of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel Board for making such Change in any discussions or meetings with Company Board Recommendation, and (iii) additional information reasonably related to the SECforegoing. (iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, 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. (ivc) If at any time prior to the Closing Effective Time any information relating to Acquiror, the Company, Parent or Merger Sub, or any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers officers, is discovered by the Company Company, Parent or AcquirorMerger Sub, which is required to should be set forth in an amendment or supplement to the Proxy Statement, Statement so that such document the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties 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 stockholders of Acquirorthe Company.

Proxy Statement. (ia) As promptly For the purposes of holding the Stockholder Meeting, Acquiror and Target shall prepare and Target shall file with the SEC as soon as practicable after the execution of this Agreement, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SECdate hereof, a proxy statement to be filed with satisfying the SEC applicable requirements in all material respects of the Exchange Act and sent to the stockholders of Acquiror relating to the Special Meeting rules and regulations thereunder (such proxy statement, together with any amendments or supplements theretostatement in the form mailed by Target to Target stockholders, the “"Proxy Statement”"). Each of Acquiror and the Company Target shall use its all reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement be cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholderspracticable after such filing, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant Target shall use all reasonable efforts to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to Target's stockholders as promptly as practicable after the stockholders of Acquiror in each case promptly after it Proxy Statement is cleared by the SEC. The Proxy Statement shall be approved by Target's Board of Directors. (iib) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when No amendment or supplement to the Proxy Statement has been cleared or any supplement or amendment has been filedwill be made by Target without Acquiror's approval, or which approval will not be unreasonably withheld. Target shall notify Acquiror promptly of the receipt of any request comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for the any amendment or supplement of the Proxy Statement thereto or for additional informationinformation and shall provide promptly to Acquiror copies of all correspondence between Target or any representative of Target and the SEC. To Target shall give Acquiror and its counsel the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on all amendments and supplements to the Proxy Statement and any Other Document each time before any such document is all responses to requests for additional information and replies to comments prior to their being filed with the SECwith, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Lawor sent to, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iiic) Each of Target and Acquiror and shall promptly notify the Company shall ensure other party if at any time it becomes aware that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, contain contains any untrue statement of a material fact or omit omits to state any a 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. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, Target and Acquiror shall cooperate with each other in the party preparation of a supplement or amendment to such Proxy Statement which discovers corrects such information misstatement or omission and Target shall promptly notify the other parties and mail an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, amended Proxy Statement to the extent required by Law, disseminated to the stockholders of AcquirorTarget's stockholders.

Proxy Statement. (ia) As promptly as reasonably practicable after following the execution date of this Agreement, (x) Acquiror and the Company Parent shall jointly prepare and Acquiror shall file with the SEC, SEC a proxy statement to be filed in connection with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting transactions contemplated by this Agreement (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each , and each of Acquiror the Company and Parent shall, or shall cause their respective Affiliates to, prepare and file with the SEC all other documents to be filed by Parent with the SEC in connection with the Merger and other transactions contemplated hereby (the “Other Filings”) as required by the Exchange Act, and Parent and the Company shall use its reasonable best efforts to cause cooperate with each other in connection with the preparation of the Proxy Statement to comply with the rules and regulations promulgated by the SECany Other Filings. Acquiror shall Parent will use its reasonable best efforts to have the Proxy Statement cleared by the staff of the SEC under the Exchange Act as promptly as practicablereasonably practicable after such filing. Each of Acquiror and the Company agrees Parent will use its reasonable best efforts to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to Parent’s shareholders as promptly as reasonably practicable after the stockholders of Acquiror in each case promptly after it Proxy Statement is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, staff of the time when SEC. Each party shall as promptly as reasonably practicable notify the Proxy Statement has been cleared or any supplement or amendment has been filed, or other party of the receipt of any request by oral or written comments from the staff of the SEC for the amendment or supplement of on the Proxy Statement or for additional informationany Other Filing. To Each party shall cooperate and provide the extent not prohibited by Law, the Company and their counsel shall be given other party with a reasonable opportunity to review and comment on on, (i) the draft of the Proxy Statement (including each amendment or supplement thereto) and any Other Document each time before Filings and (ii) all written responses to requests for additional information by and replies to written comments of the staff of the SEC, prior to filing of the Proxy Statement or any Other Filing with or sending such document is filed with to the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall each party will provide the Company other party with copies of all such filings made and their counsel correspondence with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect thereto. If at any time prior to the Effective Time, any information should be discovered by any party hereto which should be set forth in an amendment or supplement to the Proxy Statement or any Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on Filing so that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, contain or any untrue statement Other Filing would not include any misstatement 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. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and, in the case of the Proxy Statement, disseminated by the Company to the extent required shareholders of the Company. (b) Subject to Section 6.12(c), Parent shall (X) take all action necessary in accordance with the YBCA and the Parent Organization Documents to set the record date for determining the Parent Shareholders entitled to attend a meeting of the Parent Shareholders, and duly call, give notice of, convene and hold a meeting of its shareholders as promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC for the purpose of obtaining the Requisite Parent Shareholder Vote (such meeting or any adjournment or postponement thereof, the “Parent Shareholder Meeting”) to approve (a) the principal terms of the Merger and the adoption of this Agreement, (b) the principal terms of the RenalGuard Spinoff, (c) the authorization and adoption of an amendment to Parent’s 2013 Stock Option and Incentive Plan to increase the number of awards issuable thereunder, (d) a reverse stock split of the Parent Common Stock, (e) the election of new directors of Parent, (f) a change in Parent’s name to Viveve Medical, Inc., the other proposals submitted to the vote of the Parent Shareholders in the Proxy Statement (collectively, the “Parent Voting Matters”), and (Y) subject to the Board of Directors of Parent’s withdrawal or modification of its Recommendation in accordance with Section 6.8, use reasonable best efforts to solicit from its shareholders proxies in favor of the adoption and approval of this Agreement, the Merger and the other transactions contemplated hereby and include its Recommendation in the Proxy Statement. (c) Notwithstanding Section 6.12(a) or (b), if on a date for which the Parent Shareholder Meeting is scheduled (the “Original Date”), Parent has not received proxies representing a sufficient number of shares of Parent Common Stock to obtain the Requisite Parent Shareholder Vote, whether or not a quorum is present, Parent shall have the right to postpone or adjourn the Parent Shareholders Meeting to a date which shall not be more than 45 days after the Original Date. If Parent continues not to receive proxies representing a sufficient number of shares of Parent Common Stock to obtain the Requisite Parent Shareholder Vote, whether or not a quorum is present, the Parent may make one or more successive postponements or adjournments of the Parent Shareholder Meeting as long as the date of the Parent Shareholder Meeting is not postponed or adjourned more than an aggregate of 45 days from the Original Date in reliance on this subsection. In the event that the Parent Shareholder Meeting is adjourned or postponed as a result of applicable Law, disseminated including the need to supplement the stockholders Proxy Statement, any days resulting from such adjournment or postponement shall not be included for purposes of Acquirorthe calculations of numbers of days pursuant to this Section 6.12.

Proxy Statement. (i) As promptly as practicable after the execution of this Agreement, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. To the extent not prohibited by Law, the Company and Acquiror shall provide the C Preferred Parent Investor and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any Other Document before any such document or any pre-effective amendment thereto is submitted or filed with the SEC (but in any event no less than three (3) Business Days prior to such submission or filing), and Acquiror shall give reasonable and good faith consideration to any comments made by the C Preferred Parent Investor and its counsel. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and the C Preferred Parent Investor and their counsel respective counsels with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, 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. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquiror.

Proxy Statement. (ia) As promptly as practicable after the execution filing by Parent of this Agreementa Closing Form 8-K/A, (xi) Acquiror and the Company Parent shall jointly prepare and Acquiror shall file with the SEC, SEC a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments as amended or supplements theretosupplemented, the “Proxy Statement”) in preliminary form to be sent to the stockholders of Parent relating to the special meeting of Parent’s stockholders (the “Parent Stockholders’ Meeting”) to be held to consider approval of the issuance of shares of Parent Class A Common Stock upon exercise of the Warrant and the issuance of shares of Parent Class A Common Stock pursuant to the Option Agreement (the “Parent Proposal”), and (ii) Parent, shall prepare and file any other filings required under the Securities Act or the Exchange Act in connection with the transactions contemplated by this Agreement. Parent shall not file the Proxy Statement (or any amendments or supplements thereto) or any other filings required under the Securities Act or the Exchange Act in connection with the transactions contemplated by this Agreement with the SEC without first providing the Company and its counsel a reasonable opportunity to review and comment thereon, and Parent shall give due consideration to, and consider in good faith, all reasonable additions, deletions or changes suggested by the Company and its counsel. Each of Acquiror the Company Aggregator and the Company shall promptly furnish all information concerning itself as Parent may reasonably request in connection with such actions and the preparation of the Proxy Statement. Parent shall use its reasonable best efforts to (A) cause the Proxy Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, and (B) respond as promptly as reasonably practicable to and resolve all comments received from the rules and regulations promulgated by SEC concerning the SEC. Acquiror shall use its reasonable best efforts to have Proxy Statement. (b) No filing of, or amendment or supplement to, the Proxy Statement cleared will be made by Parent without the SEC under the Exchange Act as promptly as practicable. Each approval of Acquiror and the Company agrees (such approval not to furnish to the other party all information concerning itselfbe unreasonably withheld, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary conditioned or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, delayed). Parent will advise the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. To the extent not prohibited by Law, Each of Parent and the Company shall cooperate and their counsel shall mutually agree upon (such agreement not to be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SECunreasonably withheld, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (iconditioned or delayed) any response to comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from of the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity any amendment to participate the Proxy Statement filed in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECthereto. (iiic) If, at any time prior to the Parent Stockholders’ Meeting, any event or circumstance relating to Parent or its officers or directors, should be discovered by Parent which should be set forth in an amendment or a supplement to the Proxy Statement, Parent shall promptly inform the Company. All documents that Xxxxxx is responsible for filing with the SEC in connection with the Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (d) Each of Acquiror the Company Aggregator and the Company shall ensure represent that none of the information supplied by or on its behalf such Person for inclusion or incorporation by reference in the Proxy Statement willshall not, at (i) the date it time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Acquiror Parent, and at (ii) the time of the Special Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit fail to state any material fact required to be stated therein or necessary in order to make the statements therein, therein (in the light of the circumstances under which they are were made, ) not misleading. ; provided, however, notwithstanding the foregoing, no representation or warranty is made by the Company Aggregator or the Company (ivas applicable) If with respect to information or statements made or incorporated by reference in the Proxy Statement that were not supplied by or on behalf of the Company Aggregator or the Company, as applicable, for use therein. If, at any time prior to the Closing Parent Stockholders’ Meeting, any information event or circumstance relating to Acquiror, the Company Aggregator or the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors officers or officers is directors, should be discovered by the Company Aggregator or Acquiror, the Company (as applicable) which is required to should be set forth in an amendment or a supplement to the Proxy Statement, so the Company Aggregator or the Company, as applicable, shall promptly inform Parent. (e) Parent represents that such document would include the Proxy Statement shall not, at (i) the time the Proxy Statement (or any misstatement amendment thereof or supplement thereto) is first mailed to the stockholders of Parent, and (ii) the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit fail to state any material fact required to be stated therein or necessary in order to make the statements therein, therein (in light of the circumstances under which they were made, ) not misleading; provided, however, notwithstanding the party foregoing, no representation or warranty is made by Parent with respect to information or statements made or incorporated by reference in the Proxy Statement that were supplied by the Company Aggregator or the Company. If, at any time prior to the Parent Stockholders’ Meeting, any event or circumstance should be discovered by Parent which discovers such information should be set forth in an amendment or a supplement to the Proxy Statement, Parent shall promptly notify inform the other parties Company and the Company Aggregator and file with the SEC an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law, disseminated disseminate such amendment or supplement to the stockholders of AcquirorParent. All documents that Xxxxxx is responsible for filing with the SEC in connection with the Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

Proxy Statement. (ia) As promptly as practicable after the execution of this AgreementAgreement and Future Health’s receipt of the Audited Financial Statements and Reviewed Financial Statements, subject to the terms of this Section 7.01, Future Health (xwith the assistance and cooperation of Seller as reasonably requested by Future Health) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, SEC a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments as amended or supplements theretosupplemented, the “Proxy Statement”) to be sent to the stockholders of Future Health relating to the meeting of Future Health’s stockholders (including any adjournment or postponement thereof, the “Future Health Stockholders’ Meeting”) to be held to consider (i) approval and adoption of this Agreement and the Transactions, (ii) approval of the issuance of Future Health Common Stock as contemplated by this Agreement, the Subscription Agreement and the Forward Purchase Agreement, (ii) the second amended and restated Future Health Certificate of Incorporation and (iii) any other proposals the parties deem necessary to effectuate the Transactions (collectively, the “Future Health Proposals”). Each If determined by the parties appropriate, Future Health may prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of Acquiror the shares of Future Health Common Stock to be issued to Seller pursuant to this Agreement. Future Health on the one hand, and Seller on the other hand, shall each pay one half of all registration and filing fees due in connection with the Registration Statement, if applicable. Seller shall furnish all information concerning Seller or the Company as Future Health may reasonably request in connection with such actions and the Company preparation of the Proxy Statement and Registration Statement, if applicable. Future Health and Seller each shall use its their reasonable best efforts to (i) cause the Registration Statement or the Proxy Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Registration Statement or the Proxy Statement, (iii) if applicable, cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable and (iv) if applicable, keep the Registration Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Registration Statement or the filing of the definitive Proxy Statement, Future Health shall use commercially reasonable efforts to take any action required under any applicable federal or state securities laws in connection with the issuance of shares of Future Health Common Stock, in each case to be issued or issuable to Seller pursuant to this Agreement. As promptly as practicable after finalization of the Proxy Statement, Future Health shall mail the Proxy Statement to comply with its stockholders. As promptly as practicable following the rules and regulations promulgated clearance of the Proxy Statement by the SEC. Acquiror , Future Health shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause mail the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SECits stockholders. (iib) To No filing of, or amendment or supplement to the extent Proxy Statement or the Registration Statement will be made by Future Health, Seller or the Company without the approval of the other party (such approval not prohibited by Lawto be unreasonably withheld, Acquiror conditioned or delayed). Future Health and Seller each will advise the Companyother, reasonably promptly after Acquiror receives they receive notice thereof, of the time when the Proxy Registration Statement has been cleared become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the Future Health Common Stock to be issued or issuable to Seller in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for the amendment or supplement of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. To the extent Each of Future Health and Seller shall cooperate and mutually agree upon (such agreement not prohibited by Lawto be unreasonably withheld or delayed), the Company and their counsel shall be given a reasonable opportunity any response to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from of the SEC or its staff with respect to the Registration Statement or the Proxy Statement and any amendment to the Registration Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate the Proxy Statement filed in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECthereto. (iiic) Each of Acquiror and the Company shall ensure Future Health represents that none of the information supplied by or on its behalf Future Health for inclusion or incorporation by reference in the Registration Statement and the Proxy Statement willshall not, at (i) the date it time the Registration Statement is declared effective, if applicable, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Acquiror and at Future Health, (iii) the time of the Special Future Health Stockholders’ Meeting, and (iv) the Closing, contain any untrue statement of a material fact or omit fail 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 were made, not misleading. (iv) If . If, at any time prior to the Closing Closing, any information event or circumstance relating to Acquiror, the Company, any of the Company’s SubsidiariesFuture Health, or their respective Affiliatesits officers or directors, directors or officers is should be discovered by the Company or Acquiror, Future Health which is required to should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, so Future Health shall promptly inform Seller. All documents that such document would include Future Health is responsible for filing with the SEC in connection with the Transactions or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (d) Seller represents that the information supplied by it for inclusion in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, if applicable, (ii) the time the Proxy Statement (or any misstatement amendment thereof or supplement thereto) is first mailed to the stockholders of Future Health, (iii) the time of Future Health Stockholders’ Meeting, and (iv) the Closing, contain any untrue statement of a material fact or omit fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the party Closing, any event or circumstance relating to Seller or the Company, or their respective officers or directors, should be discovered by Seller which discovers such information should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, Seller shall promptly notify inform Future Health. All documents that Seller or the other parties and an appropriate amendment or supplement describing such information shall be promptly filed Company is responsible for filing with the SEC and, in connection with the Transactions or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the extent required by Law, disseminated to applicable requirements of the stockholders of AcquirorSecurities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

Proxy Statement. (i) As promptly as practicable after the execution of this AgreementExecution Date, (x) Acquiror and the Company ADMA shall jointly prepare and Acquiror shall file with the SEC, SEC a preliminary proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special ADMA Stockholders’ Meeting (such proxy statement, together with the notice of meeting and any amendments thereof or supplements thereto and including exhibits thereto, the “Proxy Statement”). Each Seller shall furnish all information as ADMA may reasonably request in connection with the preparation and filing of Acquiror the Proxy Statement and any updates to such information, as appropriate. As promptly as practicable after (x) ADMA receives notice from the Company shall use its reasonable best efforts SEC that the SEC will furnish no comments on the Proxy Statement, or (y) the clearance of the Proxy Statement by the SEC (if the SEC furnishes comments to cause the Proxy Statement to comply ADMA), ADMA shall file a definitive Proxy Statement with the rules SEC and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause mail the Proxy Statement to be mailed its stockholders and furnish to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by LawSeller. Subject to Section 6.8, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or shall include the ADMA Recommendation. ADMA will use commercially reasonable efforts to respond to any supplement or amendment has been filed, or comments made by the SEC with respect to the Proxy Statement. ADMA will notify Seller promptly upon receipt of any request by the SEC for the amendment or supplement of the Proxy Statement Statement, comments thereon or requests by the SEC for additional information. To the extent not prohibited by LawBefore responding to any such comments or requests, the Company and their counsel ADMA shall be given provide Seller with a reasonable opportunity to review and comment on any drafts of the Proxy Statement and any Other Document each time before any related correspondence and filings and shall include in such document is filed with the SECdrafts, correspondence and Acquiror shall give reasonable and good faith consideration to any filings all comments made reasonably proposed by the Company and its counselSeller. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror ADMA and the Company shall ensure that none of the Seller agrees promptly to correct any information supplied provided by or on its behalf it for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed if and to the stockholders of Acquiror and at the time of the Special Meeting, contain any untrue statement of a material fact extent that it shall have become (or omit shall have become known to state be) false or misleading in any material fact required respect. ADMA further agrees 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. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to cause the Proxy Statement, as so that such document would include any misstatement of a material fact or omit corrected, to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall be filed promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC andand mailed to its stockholders, in each case, as and to the extent required by applicable Law, disseminated to the stockholders of Acquiror.

Proxy Statement. (ia) As promptly as reasonably practicable after the execution of this Agreementdate hereof, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SECSEC the Proxy Statement; provided that the Company shall consult with the Purchaser Majority and provide the Purchaser Majority and its counsel, which, at Closing, shall be engaged by the Company as the Company’s co-counsel, a proxy statement reasonable opportunity to be filed with the SEC review and sent to the stockholders of Acquiror relating to the Special Meeting comment on such Proxy Statement (such proxy statement, together with and any amendments or supplements thereto), and shall reasonably consider such comments of the “Purchaser Majority, prior to filing. The parties shall reasonably cooperate with each other in the preparation of the Proxy Statement and to have such document cleared by the SEC as promptly as reasonably practicable after such filing. Each Purchaser shall furnish to the Company the information relating to it that is required by the rules and regulations promulgated by the SEC under the Exchange Act for inclusion in the Proxy Statement”). Each of Acquiror and the The Company shall use its apply reasonable best efforts to cause the Proxy Statement to be mailed to the holders of Securities as promptly as practicable upon the earlier of (x) receiving notification that the SEC is not reviewing the Proxy Statement and (y) the conclusion of any SEC review of the Proxy Statement. The Company shall promptly provide copies, consult with the Purchaser Majority and prepare written responses with respect to any written comments received from the SEC with respect to the Proxy Statement and advise the Purchaser Majority of any oral comments received from the SEC. The Company shall cause the Proxy Statement to comply as to form with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Act. (b) The Company agrees to furnish shall make all necessary filings with respect to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to transactions contemplated thereby under the Exchange Act in connection with and the Transactionsrules and regulations thereunder. The Company will advise the Purchaser Majority, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the any amendment of or supplement of to the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. To The Company shall provide the extent not prohibited by Law, the Company Purchaser Majority and their its counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement any such comments and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments amendment or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect supplement to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate made in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror thereto and the Company shall ensure that none of reasonably consider the information supplied by or on Purchaser Majority’s and its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed counsel’s comments prior to the stockholders of Acquiror and at the time of the Special Meeting, 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. (iv) filing. If at any time prior to the Closing Effective Time, any information relating to Acquiror, the Purchasers or the Company, or any of the Company’s Subsidiaries, or their respective Affiliates, directors officers or officers is directors, should be discovered by the Purchasers or the Company or Acquiror, which is required to that should be set forth in an amendment or supplement to the Proxy Statement, so that such document documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other 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 holders of the Securities. (c) The Company shall, acting through the Board of Directors, cause the Company Stockholders Meeting to be duly called and held as soon as reasonably practicable following the commencement of the mailing of the Proxy Statement to the stockholders of Acquirorthe Company for the purpose of obtaining the Company Stockholder Approval. (d) Each Purchaser and any of its Affiliates shall vote all shares of Common Stock or Series A Preferred Stock owned or beneficially owned by it in favor of all the matters set forth in the Proxy Statement.

Proxy Statement. (ia) As promptly as practicable after the execution of this Agreement, subject to the terms of this Section 7.01, DCRB (x) Acquiror with the assistance and cooperation of the Company as reasonably requested by DCRB) shall jointly prepare and Acquiror shall file with the SEC, SEC a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments as amended or supplements theretosupplemented, the “Proxy Statement”) to be sent to the stockholders of DCRB relating to the meeting of DCRB’s stockholders (including any adjournment or postponement thereof, the “DCRB Stockholders’ Meeting”) to be held to consider (i) approval and adoption of this Agreement and the Merger, (ii) approval of the issuance of DCRB Class A Common Stock as contemplated by this Agreement and the Subscription Agreements, (iii) the second amended and restated DCRB Certificate of Incorporation as set forth on Exhibit D and (iv) any other proposals the parties jointly, in writing, deem necessary to effectuate the Merger (collectively, the “DCRB Proposals”). The Company shall furnish all information concerning the Company as DCRB may reasonably request in connection with such actions and the preparation of the Proxy Statement. DCRB and the Company each shall use their reasonable best efforts to (x) cause the Proxy Statement, when filed with the SEC, to comply in all material respects with all legal requirements applicable thereto and (y) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement. As promptly as practicable after the date on which the SEC confirms orally or in writing, that it has no further comments on the Proxy Statement or that it does not intend to review the Proxy Statement, DCRB shall mail the Proxy Statement to its stockholders. Each of Acquiror DCRB and the Company shall use its reasonable best efforts furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Proxy Statement. (b) No filing of, or amendment or supplement to cause the Proxy Statement to comply with will be made by DCRB without the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each approval of Acquiror and the Company agrees (such approval not to furnish to the other party all information concerning itselfbe unreasonably withheld, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary conditioned or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”delayed). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror DCRB will advise the Company, reasonably promptly after Acquiror it receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. To the extent not prohibited by Law, Each of DCRB and the Company shall cooperate and their counsel shall mutually agree upon (such agreement not to be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SECunreasonably withheld, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Lawconditioned, Acquiror shall provide the Company and their counsel with (ior delayed) any response to comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from of the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity any amendment to participate the Proxy Statement filed in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECthereto. (iiic) Each of Acquiror and the Company shall ensure DCRB represents that none of the information supplied by or on its behalf DCRB for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, contain shall not include 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. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would 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, at (i) the party which discovers such information shall promptly notify time the other parties and an appropriate Proxy Statement (or any amendment thereof or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated thereto) is first mailed to the stockholders of AcquirorDCRB, (ii) the time of the DCRB Stockholders’ Meeting and (iii) the Effective Time. If, at any time prior to the Effective Time, any event or circumstance relating to DCRB or Merger Sub, or their respective officers or directors, should be discovered by DCRB which should be set forth in an amendment or a supplement to the Proxy Statement, DCRB shall promptly inform the Company. All documents that DCRB is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (d) The Company represents that the information supplied by the Company for inclusion in the Proxy Statement shall not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of DCRB, (ii) the time of the DCRB Stockholders’ Meeting and (iii) the Effective Time. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company Subsidiary or its officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Proxy Statement, the Company shall promptly inform DCRB. All documents that the Company is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

Proxy Statement. (ia) As Subject to the last sentence of Section 5.02, as promptly as reasonably practicable after the execution of this AgreementClosing, but in any event no later than forty-five (x45) Acquiror and days following the Company Closing Date, Liberty shall jointly prepare and Acquiror shall file with the SEC, a proxy statement to be filed with SEC the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company shall Liberty will use its reasonable best efforts to (i) cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant when filed, to comply in all material respects with all legal requirements applicable thereto and (ii) respond as promptly as reasonably practicable to, and resolve all comments received from, the SEC or its staff concerning the Proxy Statement. Except to the Exchange Act extent that the Liberty Board determines in connection good faith, after consultation with its outside counsel, that it would reasonably be likely to result in a breach of its fiduciary duties to the Transactionsstockholders of Liberty under applicable Law, the Proxy Statement shall include the recommendation of the Liberty Board that the stockholders of Liberty approve the Liberty Charter Amendments. (b) No filing of, or any other statementamendment or supplement to, filingthe Proxy Statement, notice or application response to SEC comments with respect thereto, will be made by or on behalf of AcquirorLiberty, without providing the Company or the Company’s Subsidiaries Member Representative a reasonable opportunity to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”)review and comment thereon. Acquiror Liberty will cause the Proxy Statement to be mailed to the its stockholders of Acquiror in each case as promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, as reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request practicable following confirmation by the SEC for that the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment SEC has no further comments on the Proxy Statement and any Other Document each time before any such document is filed with after the SECProxy Statement has become definitive (but in no event, and Acquiror shall give reasonable and good faith consideration to if applicable, earlier than the record date set by Liberty following the Closing for the Liberty Stockholder Meeting). (c) Liberty will promptly notify the Member Representative upon the receipt of any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement, and will, as promptly as reasonably practicable after receipt thereof, provide the Member Representative with copies of all material correspondence between it and its staff Representatives, on the one hand, and the SEC, on the other hand, and all written comments with respect to the Proxy Statement or Other Documents promptly after receipt of those received from the SEC and advise the Member Representative on any oral comments or other communications and (ii) a reasonable opportunity with respect to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with Proxy Statement received from the SEC. (iiid) Each of Acquiror and the Company shall ensure that none of the information supplied by or on Liberty will also use its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed reasonable best efforts to the stockholders of Acquiror and at the time of the Special Meeting, contain take any untrue statement of a material fact or omit to state any material fact other action required to be stated therein or necessary in order to make taken under the statements therein, in light General Corporation Law of the circumstances under which they are madeState of Delaware, not misleading. (iv) the Liberty Charter, the Liberty Bylaws, the Exchange Act and the rules and regulations thereunder in connection with the Liberty Stockholder Meeting. If at any time prior to following the Closing any information relating to Acquiror, the Company, Liberty or any of the Company’s Subsidiaries, or their respective its Affiliates, directors officers or officers directors, is discovered by the Company or Acquiror, Liberty which is required to should be set forth in an amendment or supplement to the Proxy Statement, Statement so that such document it would not include any a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information Liberty shall promptly notify the other parties Member Representative and Liberty shall use its reasonable best efforts to cause an appropriate amendment or supplement describing such information shall to be promptly filed with the SEC and, to the extent required by Lawlaw, disseminated to the stockholders of AcquirorLiberty.

Proxy Statement. (i) As promptly soon as practicable after the execution of this AgreementClosing, (x) Acquiror and the Company Intek shall jointly prepare and Acquiror shall file with the SEC, Securities and Exchange Commission a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror related solicitation materials relating to a special meeting of the Special Meeting holders of the Intek's common stock, $.01 par value (the "Intek Stockholders' Meeting") concerning the Securicor Agreement and the transactions contemplated thereby (such proxy statement, together with any amendments as amended or supplements theretosupplemented from time to time, being herein referred to as the “"Proxy Statement”"). Each of Acquiror , and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with be mailed to its stockholders at such time and in such manner as permits the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts Intek Stockholders' Meeting to have the Proxy Statement cleared by the SEC under the Exchange Act be held as promptly as practicable. Each of Acquiror MIC and the Company agrees Xxxxxxxx shall each use its best efforts to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested by Intek and, in connection any case, as required with respect to Intek by Regulation 14A under the Exchange Act for inclusion in the Proxy Statement. The information provided by Intek and MIC, a Current Report on Form 8-K pursuant to the Exchange Act respectively, for use in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to shall, on the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time date when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to Intek's stockholders, and on the stockholders of Acquiror and at the time date of the Special Intek Stockholders' Meeting, contain any untrue statement of a be true and correct in all material fact or respects and shall not 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. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would 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, contained therein not misleading, and Intek, MIC and Xxxxxxxx each agree promptly to correct any information provided by it for use in the party Proxy Statement which discovers such information shall promptly notify have become false or misleading. Intek shall duly call, give notice of, convene and hold the Intek Stockholders' Meeting, for the purpose of approving, among other parties and an appropriate amendment or supplement describing such information matters, the transactions contemplated under the Securicor Agreement. Intek, through its Board of Directors, shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquiror.recommend to

Proxy Statement. (ia) As promptly as practicable after the execution date of this Agreement, (x) Acquiror and the Company shall jointly prepare (with Buyer’s reasonable cooperation), and Acquiror shall file use its commercially reasonable efforts to file, within fifteen 15 Business Days after the date hereof, the preliminary Proxy Statement with the SEC and, subsequent to receiving clearance from the SEC, a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “definitive Proxy Statement”). Each The Proxy Statement shall include the Company Board Recommendation in favor of Acquiror and the Company Stockholder Proposal. The Company shall use its reasonable best efforts to cause the definitive Proxy Statement to comply with be mailed to its stockholders as promptly as practicable after the rules SEC clears any and regulations promulgated all outstanding comments to the Proxy Statement, and in no event later than five Business Days thereafter. The Company shall (i) advise Buyer and its counsel promptly after it receives any oral or written request by the SEC. Acquiror shall use SEC or its reasonable best efforts to have staff for amendment of the Proxy Statement cleared or comments thereon and responses thereto or requests by the SEC under or its staff for additional information, (ii) promptly provide Buyer and its counsel with copies of any written communication and summaries of any oral communication, in each case from the Exchange Act as SEC or its staff or any state securities commission and related to the Proxy Statement, (iii) give Buyer and its counsel a reasonable opportunity to participate in the responses thereto, including by considering their comments and suggested revisions in good faith, and (iv) promptly as practicablecoordinate the submission to the SEC or its staff or any state securities commission of any such responses. Each Buyer shall have the right to review and approve (such approval not to be unreasonably withheld) any amendment or supplement to the Proxy Statement. In connection with the foregoing, each of Acquiror Buyer and the Company agrees shall, upon request, furnish, and cause its accountants and other agents and service providers to furnish to the other party and the other’s agents, all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, officers and other equityholders stockholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant . (b) The Company shall use its reasonable best efforts to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause ensure that the Proxy Statement to be mailed to complies in all material respects with the stockholders of Acquiror in each case promptly after it is cleared rules and regulations promulgated by the SEC. SEC under the 1934 Act (ii) To the extent not prohibited by Lawincluding Section 14 thereof), Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when and the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent will be complete in all material respects and will not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with contain (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to time such materials or information are distributed, filed or provided, as the stockholders of Acquiror case may be and at the time of the Special Meetingapplicable stockholder vote or action, contain including any supplement thereto) 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 made therein, in the light of the circumstances under which they are were made, not misleading or necessary to correct any statement or any earlier communication with respect to the solicitation of a proxy for the same meeting or subject matter which has become false or misleading. (ivc) If Buyer shall use its reasonable best efforts to ensure that the information it supplies to the Company for inclusion in the Proxy Statement will be complete in all material respects and will not contain (at the time such materials or information are distributed, filed or provided, as the case may be and at the time of the applicable stockholder vote or action, including any supplement thereto) any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading or necessary to correct any statement or any earlier communication with respect to the solicitation of a proxy for the same meeting or subject matter which has become false or misleading. (d) The Company will advise Buyer promptly after it receives notice thereof of the time when the Proxy Statement has been cleared by the SEC or any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. If, at any time prior to obtaining the Closing Company Stockholder Approval, any information relating to Acquirorthe Company or Buyer, the Company, or any of the Company’s Subsidiaries, or their respective Affiliates, officers or directors or officers is discovered by the Company or Acquiror, which is required to Buyer that should be set forth in an amendment or supplement to the Proxy Statement, Statement so that such document documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which Party hereto that discovers such information shall promptly notify the other parties Party 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 stockholders of Acquirorthe Company.

Proxy Statement. (a) If approval of the Company’s stockholders is required by applicable Legal Requirements to consummate the Merger, promptly following consummation of the Offer (or, if applicable, after the expiration of any “subsequent offering period” pursuant to Section 1.1(c)), the Company shall (i) As promptly as practicable after the execution of this Agreement, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement to be filed Proxy Statement with the SEC and sent under the Exchange Act, (ii) mail to the stockholders holders of Acquiror relating Shares a Proxy Statement within a sufficient time prior to the Special Stockholders’ Meeting and (such proxy statementiii) otherwise comply in all material respects with all Legal Requirements applicable to the Stockholders’ Meeting, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicablepromptly. Each of Acquiror Parent, Purchaser and the Company agrees to furnish to shall cooperate with each other in the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with preparation of the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, and the Company or shall notify Parent promptly of the Company’s Subsidiaries receipt of any comments of the SEC with respect to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or and of any request by the SEC for the any amendment or supplement of the Proxy Statement thereto or for additional information. To information and shall provide as soon as reasonably practicable to Parent copies of all correspondence between the extent not prohibited by Law, Company or any representative of the Company and their the SEC with respect thereto. The Company shall give Parent and its counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any prior to such document is documents being filed with the SEC, SEC or disseminated to holders of Shares and Acquiror shall give reasonable and good faith consideration to any comments made by the Company Parent and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in review and comment on all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the response SEC. Each of Acquiror the Company, Parent and Purchaser agrees to those use its reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to provide comments on that response (cause the Proxy Statement and all required amendments and supplements thereto to which reasonable and good faith consideration shall be given), including by participating with mailed to the Company or its counsel in any discussions or meetings with holders of Shares entitled to vote at the SECStockholders’ Meeting at the earliest practicable time. (iiib) Each of Acquiror and the The Company shall use its reasonable best efforts to ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will(i) will not, at on the date it is first mailed to the stockholders of Acquiror the Company and at the time of the Special Stockholders’ Meeting, 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. misleading and (ivii) If at any time prior will comply as to form in all material respects with the Closing any information relating to Acquirorapplicable requirements of the Exchange Act. Notwithstanding the foregoing, the Company, any Company assumes no responsibility with respect to information supplied in writing by or on behalf of the Company’s Subsidiaries, Parent or their respective Affiliates, directors Purchaser for inclusion or officers is discovered incorporation by the Company or Acquiror, which is required to be set forth reference in an amendment or supplement to the Proxy Statement. Parent shall use its reasonable best efforts to ensure that the information supplied by Parent in writing for inclusion (or incorporation by reference) in the Proxy Statement will not, so that such document would include on the date it is first mailed to stockholders of the Company and at the time of the Stockholders’ Meeting, contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquiror.

Proxy Statement. (ia) As promptly as reasonably practicable after (and no later than 30 calendar days) following the execution date of this Agreement, (x) Acquiror and the Company shall jointly (i) prepare and Acquiror shall file with the SEC, SEC a preliminary proxy statement (as amended or supplemented from time to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements theretotime, the “Proxy Statement”). Each ) to be sent to the stockholders of Acquiror and the Company shall use its reasonable best efforts relating to cause the Proxy Statement special meeting of the Company’s stockholders (such special meeting and any adjournments or postponements thereof, the “Company Stockholders Meeting”) to comply with be held to consider, among other matters, the rules adoption of this Agreement and regulations promulgated by (ii) set a record date for determining the SEC. Acquiror shall use its reasonable best efforts stockholders entitled to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each notice of Acquiror and to vote at the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, Stockholders Meeting and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, commence a Current Report on Form 8-K broker search pursuant to Section 14a-13 of the Exchange Act in connection therewith consistent with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, timing to hold the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) Stockholders Meeting as described in connection with the Transactions (the “Other Documents”)this Section 5.2. Acquiror will cause the Proxy Statement to be mailed to the stockholders Each of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel Parent shall furnish all information concerning itself and its Affiliates that is required to be given a reasonable opportunity to review and comment on included in the Proxy Statement and any Other Document each time before any such document is filed with the SECStatement, and Acquiror shall give reasonable and good faith consideration to any comments made by each of the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror and the Company shall ensure Parent covenants that none of the information supplied or to be supplied by or on its behalf it for inclusion or incorporation by reference in the Proxy Statement will, at the date it is filed with the SEC or first mailed to the stockholders of Acquiror and Company Stockholders or at the time of the Special MeetingCompany Stockholders Meeting or at the time of any amendment or supplement thereof, 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. . The Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any (ivwritten or oral) If comments of the SEC with respect to the Proxy Statement and to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable. The Company shall use its reasonable best efforts to cause the definitive Proxy Statement to be mailed to the Company Stockholders as promptly as reasonably practicable after the date on which the Proxy Statement is cleared by the SEC. The Company shall promptly notify Parent upon the receipt of any (written or oral) comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide Parent with a copy of all material written correspondence between the Company or any Company Representatives, on the one hand, and the SEC or its staff, on the other hand (and a summary of any oral conversations) with respect to the Proxy Statement or the Transactions. The Company shall give Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to filing such documents with the SEC and disseminating such documents to the Company Stockholders and reasonable opportunity to review and comment on all responses to requests for additional information and shall give due consideration, in good faith, to including any comments on each such document or response that are reasonably proposed by Parent. If, at any time prior to the Closing Company Stockholders Meeting, any information relating to Acquiror, the Company, Parent or any of the Company’s Subsidiaries, or their respective Affiliates, officers or directors or officers is should be discovered by the Company or Acquiror, which is required to Parent that should be set forth in an amendment or supplement to the Proxy Statement, so that such document would include the Proxy Statement shall not contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, the party which Party that discovers such information shall promptly notify the other parties Parties, and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Lawapplicable Legal Requirements, disseminated to the Company Stockholders; provided, 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 or otherwise affect the remedies available hereunder to any Party. (b) The Company shall, as promptly as reasonably practicable, and in no event later than ten (10) calendar days, after the date on which the Company is informed that the SEC has cleared the Proxy Statement (or, if the SEC does not inform the Company that it intends to review the Proxy Statement on or before the tenth (10th) calendar day following the filing of the preliminary Proxy Statement pursuant to Rule 14a-6 under the Exchange Act, as promptly as practical following such 10th calendar day), (i) mail or cause to be mailed a letter to the holders of Shares, notice of the Company Stockholders Meeting and form of proxy accompanying the Proxy Statement that will be provided to the holders of Shares in connection with the solicitation of proxies for use at the Company Stockholders Meeting and (ii) take all other action necessary under all applicable Legal Requirements, the Certificate of Incorporation, bylaws and the rules of the Nasdaq to duly call, give notice of, convene and hold the Company Stockholders Meeting. The Company shall hold the Company Stockholders Meeting as promptly as reasonably practicable after the date on which the Proxy Statement mailing to stockholders is complete and in any event no later than thirty (30) calendar days after the date of Acquirorsuch completed mailing (or if the Company’s nationally recognized proxy solicitor advises that thirty (30) days from the date of mailing the Proxy Statement is insufficient time to submit and obtain the Company Required Vote, such later date to which Parent consents (such consent not to be unreasonably delayed, conditioned or withheld)). The Company shall not postpone or adjourn the Company Stockholders Meeting. Notwithstanding the immediately preceding sentence, (A) if (1) on a date for which the Company Stockholders Meeting is scheduled, the Company has not received proxies representing a sufficient number of Shares to constitute a quorum and to obtain the Company Required Vote, whether or not a quorum is present, or (2) prior to the Company Stockholders Meeting, to the extent necessary to ensure that any supplement or amendment to the Proxy Statement that is required by applicable Legal Requirements is provided to the Company Stockholders within the minimum amount of time prior to the Company Stockholders Meeting required by applicable Legal Requirement, the Company shall, after consultation with Parent, have the right to and (B) upon the written direction of Parent, if the Company has not received proxies representing a sufficient number of Shares to constitute a quorum or the Company has not received sufficient affirmative approvals from the Company Stockholders to obtain the Company Required Vote at the then-scheduled date of the Company Stockholders Meeting, whether or not a quorum is present, the Company shall, in either case, make one or more successive postponements or adjournments of the Company Stockholders Meeting; provided, that no (1) postponement or adjournment shall be permitted if it would require a change to the record date for the Company Stockholders Meeting and (2) if requested by Parent, the Company shall effect an adjournment or postponement of the Company Stockholders Meeting under the circumstances contemplated by the above clause (B) for a period of up to ten business days in the aggregate (provided, that Parent shall only make up to two such requests, each for up to ten business days, and no such request for a postponement shall be permitted if it would require a change to the record date for the Company Stockholders Meeting). The Company shall, unless there has been a Company Adverse Change Recommendation in accordance with Section 5.1(b), use its reasonable best efforts to solicit from the Company Stockholders proxies in favor of the Company Required Vote, and to take all other actions necessary or advisable to secure the Company Required Vote. The Company shall, upon the request of Parent, use its commercially reasonable efforts to cause the applicable proxy solicitor of the Company to advise Parent on a reasonable basis as to the aggregate tally of proxies received by the Company with respect to the Company Required Vote and, during the last ten business days prior to the Company Stockholders Meeting shall provide Parent on each day a tally of proxies received by the Company with respect to the Company Stockholders Meeting. (c) Notwithstanding any Company Adverse Change Recommendation, the Company shall nonetheless submit this Agreement to the holders of Shares for adoption at the Company Stockholders Meeting in accordance with the terms of this Agreement, unless the Agreement has been terminated in accordance with Section 7 prior to the Company Stockholders Meeting.

Proxy Statement. (ia) As Buyer Parent shall prepare and file with the SEC, subject to prior notice to the Seller Parties, as promptly as practicable after the execution date hereof, the Proxy Statement, which shall, subject to Section 5.8, include the Buyer Parent Board Recommendation. Buyer Parent shall ensure that the Proxy Statement complies in all material respects with the applicable provisions of this Agreementthe Exchange Act. Each of the Seller Parties shall furnish to Buyer Parent the information relating to it required by the Exchange Act to be included in the Proxy Statement. Buyer Parent shall (i) obtain and furnish the information required to be included in the Proxy Statement, (xii) Acquiror promptly after its receipt thereof, provide the Seller Parties with copies of all correspondence between Buyer Parent and its Representatives, on the one hand, and the Company shall jointly prepare SEC and Acquiror shall file with its staff, on the other hand, relating to the Proxy Statement and advise the Seller Parties of any oral comments from the SEC, a proxy statement to be filed (iii) consult with the Seller Parties regarding any comments that may be received from the SEC and sent or its staff with respect to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company shall use its reasonable best efforts to cause the Proxy Statement pursuant to comply with the rules Section 5.6(b) below and regulations promulgated respond promptly to any such comments made by the SEC. Acquiror shall SEC or its staff with respect to the Proxy Statement, (iv) use its reasonable best efforts to have the Proxy Statement cleared by the staff of the SEC under the Exchange Act as promptly soon as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding reasonably practicable after such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaqv) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to Buyer Parent’s stockholders at the stockholders earliest reasonably practicable date after the date of Acquiror in each case promptly after it is cleared by SEC clearance and (vi) subject to Section 5.8, use its reasonable best efforts to obtain the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, necessary approval of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request Equity Issuance by the SEC for the amendment or supplement of the Proxy Statement or for additional informationBuyer Parent’s stockholders. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement willIf, at the date it is first mailed any time prior to the stockholders of Acquiror and at the time of the Special Meeting, any information relating to the Buyer Parties, the Seller Parties, any of their respective Affiliates, this Agreement or the Transactions (including the Equity Issuance), should be discovered by the Buyer Parties or the Seller Parties which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall not 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. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so Party that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties Party, and an appropriate amendment or supplement describing such information shall promptly be promptly prepared by Buyer Parent and filed with the SEC andSEC, and to the extent required by applicable Law, disseminated to the stockholders of AcquirorBuyer Parent. (b) Prior to the filing of the Proxy Statement (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Buyer Parent Common Stock, or responding to any comments of the SEC with respect to the Proxy Statement, Buyer Parent shall provide the Seller Parties and their counsel a reasonable opportunity to review and comment on such Proxy Statement, amendment, supplement or response, and the Company shall consider in good faith any comments made by the Seller Parties and their counsel.

Proxy Statement. (i) As The Company shall, with the assistance of Parent as provided by this Section 6.2, prepare and file with the SEC, as promptly as practicable after the execution date of this Agreement, (x) Acquiror and in any event within 15 Business Days after the date of this Agreement, assuming the Company shall jointly prepare and Acquiror shall file with the SEChas timely received all required information from Parent, a preliminary proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Company in connection with the Stockholders Meeting (such proxy statement, together with any amendments as amended or supplements theretosupplemented, the “Proxy Statement”). Each of Acquiror Parent, Merger Sub and the Company will cooperate with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the resolve all SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents as promptly as practicable after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) thereof. Each of Acquiror Parent, Merger Sub and the Company shall ensure agrees that none of the information supplied by it or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date that it (and any amendment or supplement thereto) is first mailed published, sent or given to the stockholders of Acquiror and the Company or at the time of the Special Stockholders Meeting, contain contains any untrue statement of a material fact or omit omits 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. (iv) If at any time prior misleading and to the Closing correct any information relating provided by it or on its behalf for use in the Proxy Statement which shall have become false or misleading. The Company agrees, as to Acquiroritself and its subsidiaries, that the CompanyProxy Statement will, at the date that it (and any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statementthereto) is first published, so that such document would include any misstatement of a material fact sent or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated given to the stockholders of Acquirorthe Company and at the time of the Stockholders Meeting, comply in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and shall promptly notify Parent and Merger Sub of the receipt of any comments from the SEC with respect to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information. Unless the Company Board has made a Change of Recommendation in accordance with Section 6.3, the Recommendation shall be included in the Proxy Statement.

Proxy Statement. (i) As promptly as practicable after the execution of this AgreementExecution Date, (x) Acquiror and the Company Seller shall jointly prepare and Acquiror shall file with the SEC, SEC a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Seller Stockholders' Meeting (such proxy statement, together with any amendments thereof or supplements thereto, the “"PROXY STATEMENT"). Seller, after consultation with Purchaser, will use commercially reasonable efforts to respond to any comments made by the SEC with respect to the Proxy Statement and to make any further filings in connection therewith Seller in its reasonable discretion deems necessary or appropriate. Purchaser shall furnish all information as Seller may reasonably request in connection with such actions and the preparation of the Proxy Statement”). Each As promptly as practicable after the clearance of Acquiror and the Company Proxy Statement by the SEC, Seller shall use its reasonable best efforts to cause mail the Proxy Statement to comply with the rules and regulations promulgated by the SECits stockholders. Acquiror shall use its reasonable best efforts Subject to have SECTION 6.7, the Proxy Statement cleared by shall include the SEC under the Exchange Act as promptly as practicableSeller Recommendation. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itselfSeller will notify Purchaser, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. To the extent not prohibited by LawSeller shall supply Purchaser with copies of all written correspondence between Seller or any of its Representatives, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SECone hand, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its the SEC's staff or any other governmental officers, on the other hand, with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity the Transactions; PROVIDED, HOWEVER, that nothing herein shall obligate Seller to participate in disclose any written information submitted to the response of Acquiror to those comments and to provide comments on that response (to SEC for which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with Seller has obtained confidential treatment thereof from the SEC. (iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, 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. (iv) . If at any time prior to the Closing Effective Time, any information event or circumstance relating to Acquiror, the Company, Purchaser or any Affiliate of the Company’s SubsidiariesPurchaser, or their respective AffiliatesRepresentatives, directors or officers is should be discovered by the Company or Acquiror, Purchaser which is required to should be set forth in an amendment or a supplement to the Proxy Statement, so Purchaser shall promptly inform Seller. If at any time prior to the Effective Time, any event or circumstance relating to Seller or any Subsidiary of Seller, or their respective Representatives, should be discovered by Seller which should be set forth in an amendment or a supplement to the Proxy Statement, Seller shall promptly inform Purchaser. All documents that such document would include any misstatement of a Seller is responsible for filing in connection with the Transactions will comply as to form and substance in all material fact or omit to state any material fact necessary to make respects with the statements therein, in light applicable requirements of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the Exchange Act and other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquirorapplicable Laws.

Proxy Statement. (ia) As promptly as reasonably practicable following the date of this Agreement but not later than thirty (30) calendar days after the execution of this AgreementInitial Closing Date, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, Commission a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror the Company relating to a stockholders’ meeting in connection with the Special Meeting issuance of shares of Common Stock (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”) pursuant to the Transaction Documents and the approval of all terms and conditions of the Transaction Documents necessary for the effectuation of the Offering, including, without limitation, the amendment to the Company’s Certificate of Designations governing the Series F Convertible Preferred Stock required pursuant to the Consent, Waiver and Amendment Agreement, and any such other matters requiring shareholder approval under the rules and regulations of the NASDAQ Capital Market (collectively, the “Stockholder Approval”). Each of Acquiror and the The Company shall use its commercially reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared approved by the SEC under the Exchange Act Commission for transmission to Company shareholders as promptly as practicable. Each of Acquiror practicable after such filing, and the Company agrees shall thereafter use its commercially reasonable efforts to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause promptly thereafter mail the Proxy Statement to be mailed to the stockholders holders of Acquiror in each case of the Company’s stockholders. The Company shall as promptly after it is cleared by as reasonably practicable notify the SECPurchasers of the receipt of any oral or written comments from the staff of the Commission on the Proxy Statement. (iib) To the extent not prohibited by LawThe Company agrees, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity as to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company itself and its counsel. To the extent not prohibited by LawSubsidiaries, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror and the Company shall ensure that none of the information supplied or to be supplied by it or on its behalf Subsidiaries for inclusion or incorporation by reference in the Proxy Statement and any amendment or supplement thereto will, at the date it is first mailed of mailing to the its stockholders of Acquiror and at the time of the Special Meetingstockholder meeting, or any adjournment or postponement thereof, 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. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would 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 Company will cause the Proxy Statement to comply as to form in all material respects with the applicable provisions of the Securities Act. (c) Purchasers and their respective counsels shall be given a reasonable opportunity to review and comment upon the Proxy Statement prior to the filing thereof with the Commission, and shall provide any comments thereon as soon as reasonably practicable. The Company will promptly notify Purchasers upon communication from the Commission that the Commission has cleared the Proxy Statement for distribution to the Company’s shareholders. (d) Subject to Section 4.26(e), the party which discovers Company shall take all action necessary in accordance with the DGCL and the Company’s articles of incorporation and bylaws to set the record date for determining the Company’s stockholders entitled to attend a meeting of the Company’s stockholders, and duly call, give notice of, convene and hold a meeting of its stockholders as promptly as reasonably practicable after the Proxy Statement is cleared by the Commission for the purpose of obtaining the Stockholder Approval (such information shall promptly notify meeting or any adjournment or postponement thereof, the “Stockholder Meeting”) and use commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement, the other parties Transaction Documents and an appropriate amendment the transactions contemplated hereby and thereby and include its recommendation in favor of approval in the Proxy Statement. The Company will not withdraw or supplement describing such information modify the positive recommendation without good cause. (e) Notwithstanding Section 4.26 (a), (b), (c) or (d), if on a date for which the Stockholder Meeting is scheduled, the Company has not received proxies representing a sufficient number of shares of the Common Stock to obtain the Stockholder Approval, whether or not a quorum is present, the Company shall have the right to postpone or adjourn the Stockholders Meeting to a date which shall not be promptly filed with more than forty-five (45) days after the SEC andoriginal date of the Stockholder Meeting. If the Company continues not to receive proxies representing a sufficient number of shares of Common Stock to obtain the Stockholder Approval vote, whether or not a quorum is present, the Company may make one or more successive postponements or adjournments of the Stockholder Meeting as long as the date of the Stockholder Meeting is not postponed or adjourned without the consent of the Majority in Interest no later than one hundred and eighty (180) days after the Initial Closing Date. The Stockholder Approval will not be deemed to have been obtained unless it is obtained not later than one hundred and eighty (180) calendar days after the extent required by Law, disseminated to the stockholders of AcquirorInitial Closing Date.

Proxy Statement. (ia) As promptly as practicable Promptly after the execution of this Agreement, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company Parent shall use its reasonable best efforts to cause prepare and, as soon as is reasonably practicable, file with the SEC the Proxy Statement, together with appropriate forms of proxy, with respect to the Special Shareholders Meeting. The Buyer and its outside counsel shall be given the opportunity to review and comment on the Proxy Statement to comply before it is filed with the rules and regulations promulgated by the SEC. Acquiror The Parent shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itselfpracticable after filing and, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared so cleared, shall mail the Proxy Statement to the stockholders of the Parent as of the record date for the Special Shareholders Meeting. The Buyer and the Parent each agree to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading in any supplement or amendment has been filedmaterial respect and shall take all steps necessary to cause the Proxy Statement as so corrected to be filed with the SEC, or and to be disseminated to the stockholders of the Parent Common Stock to the extent required by applicable Law. (b) The Parent shall notify the Buyer promptly of the receipt by it of any comments of the SEC and of any request by the SEC for the amendment amendments or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity supplements to review and comment on the Proxy Statement and any Other Document each time before any such document is filed will supply the Buyer with copies of all correspondence between the SECParent and its representatives, on the one hand, and Acquiror the SEC or the members of its staff or any other Government official, on the other hand, with respect to the Proxy Statement. The Buyer and the Parent shall give use all reasonable and good faith consideration efforts to respond promptly to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff any other Government official with respect to the Proxy Statement or Other Documents promptly after receipt Statement. Table of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, 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. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquiror.Contents

Proxy Statement. (i) As promptly as practicable after the execution of this Agreement, (x) Acquiror and the Company Seller shall jointly prepare and Acquiror shall file with the SEC, and shall use all reasonable efforts to have promptly cleared by the SEC, and promptly thereafter shall mail to its stockholders, a proxy statement and a form of proxy (collectively, the "Proxy Statement"), as may be amended and supplemented, to be filed used in connection with the special meeting (the "Stockholders' Meeting") of Seller's stockholders to consider the Asset Sale (the "Stockholders' Meeting"). Seller shall provide Purchaser with a reasonable opportunity to review and comment upon the Proxy Statement prior to its filing with the SEC and sent distribution to the stockholders of Acquiror relating to the Special Meeting (such proxy statementSeller's stockholders, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company Purchaser shall use its reasonable best efforts to cause provide its comments thereon as promptly as practicable after delivery of the Proxy Statement to comply Purchaser and its legal counsel. Seller shall notify Purchaser promptly of the receipt of any comments of the SEC with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts respect to have the Proxy Statement cleared and of any requests by the SEC under for amendments or supplements to the Exchange Act as promptly as practicable. Each Proxy Statement and will supply Purchaser with copies of Acquiror all correspondence between Seller and its representatives, on the one hand, and the Company agrees to furnish to SEC or the members of its staff, on the other party all information concerning itselfhand, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with respect to the Proxy Statement. Seller and Purchaser shall each use reasonable efforts to obtain and furnish information required to be included in the Proxy Statement; and Seller, a Current Report on Form 8-K pursuant after consultation with Purchaser, shall use reasonable efforts (and Purchaser agrees to reasonably cooperate with Seller in connection therewith) to respond promptly to any comments made by the SEC with respect to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will Proxy Statement and cause the Proxy Statement to be mailed to its stockholders at the stockholders earliest practicable time. Seller shall notify Purchaser of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when its intention to mail the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and Seller at the time of the Special Meeting, 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. (iv) If at any time least 48 hours prior to the Closing any information relating to Acquiror, intended time of such mailing. The Proxy Statement shall include the Company, any recommendation of Seller's Board of Directors in favor of the Company’s SubsidiariesAsset Sale and approval of this Agreement, or their respective Affiliates, directors or officers is discovered by unless independent outside legal counsel to Seller shall advise Seller's Board of Directors and the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that directors' fiduciary duties under applicable law make such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquirorrecommendation inappropriate.

Proxy Statement. (ia) As promptly as practicable after the execution of this Agreement, subject to the terms of this Section 7.01, Spartan (x) Acquiror with the assistance and cooperation of the Company as reasonably requested by Spartan) shall jointly prepare and Acquiror shall file with the SEC, SEC a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments as amended or supplements theretosupplemented, the “Proxy Statement”) to be sent to the stockholders of Spartan relating to the meeting of Spartan’s stockholders (including any adjournment or postponement thereof, the “Spartan Stockholders’ Meeting”) to be held to consider (i) approval and adoption of this Agreement and the Merger, (ii) approval of the issuance of Spartan Class A Common Stock and Spartan Class B Common Stock as contemplated by this Agreement and the Subscription Agreements, (ii) the second amended and restated Spartan Certificate of Incorporation as set forth on Exhibit E and (iii) any other proposals the parties deem necessary to effectuate the Merger (collectively, the “Spartan Proposals”). The Company shall furnish all information concerning the Company as Spartan may reasonably request in connection with such actions and the preparation of the Proxy Statement. Spartan and the Company each shall use their reasonable best efforts to (x) cause the Proxy Statement, when filed with the SEC, to comply in all material respects with all legal requirements applicable thereto and (y) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement. As promptly as practicable following the clearance of the Proxy Statement by the SEC, Spartan shall mail the Proxy Statement to its stockholders. Each of Acquiror Spartan and the Company shall use its reasonable best efforts furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Proxy Statement. (b) No filing of, or amendment or supplement to cause the Proxy Statement to comply with will be made by Spartan without the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each approval of Acquiror and the Company agrees (such approval not to furnish to the other party all information concerning itselfbe unreasonably withheld, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary conditioned or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”delayed). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror Spartan will advise the Company, reasonably promptly after Acquiror it receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. To the extent not prohibited by Law, Each of Spartan and the Company shall cooperate and their counsel shall mutually agree upon (such agreement not to be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SECunreasonably withheld, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Lawconditioned, Acquiror shall provide the Company and their counsel with (ior delayed) any response to comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from of the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity any amendment to participate the Proxy Statement filed in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECthereto. (iiic) Each of Acquiror and the Company shall ensure Spartan represents that none of the information supplied by or on its behalf Spartan for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, contain shall not include 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. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would 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, at (i) the party which discovers such information shall promptly notify time the other parties and an appropriate Proxy Statement (or any amendment thereof or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated thereto) is first mailed to the stockholders of AcquirorSpartan, (ii) the time of the Spartan Stockholders’ Meeting and (iii) the Effective Time. If, at any time prior to the Effective Time, any event or circumstance relating to Spartan or Merger Sub, or their respective officers or directors, should be discovered by Spartan which should be set forth in an amendment or a supplement to the Proxy Statement, Spartan shall promptly inform the Company. All documents that Spartan is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (d) The Company represents that the information supplied by the Company for inclusion in the Proxy Statement shall not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Spartan, (ii) the time of the Spartan Stockholders’ Meeting and (iii) the Effective Time. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company Subsidiary or its officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Proxy Statement, the Company shall promptly inform Spartan. All documents that the Company is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

Proxy Statement. (i) As promptly as reasonably practicable after the execution of this Agreement, (x) Acquiror the Trust shall prepare the Proxy Statement in preliminary form and the Company shall jointly prepare and Acquiror shall file it with the SEC. Subject to Section 7.13, a proxy statement to be filed with the SEC and sent Trust Board shall make the Trust Board Recommendation to the stockholders of Acquiror relating to Trust Shareholders and shall include such recommendation in the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company party shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, itself and its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement Affiliates that is required to be mailed to the stockholders of Acquiror included in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To that is customarily included in proxy statements prepared in connection with transactions of the extent not prohibited type contemplated by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SECthis Agreement, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror and the Company shall ensure each party covenants that none of the information supplied or to be supplied by or on its behalf it for inclusion or incorporation by reference in the Proxy Statement will, at the date it is filed with the SEC or first mailed to the stockholders of Acquiror and Trust Shareholders or at the time of the Special MeetingTrust Shareholders Meeting or at the time of any amendment or supplement thereof, 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. (iv) If at . Each party shall promptly correct any time prior information provided by it for use in the Proxy Statement if and to the Closing extent such information shall have become false or misleading in any information relating material respect. The Trust shall notify Purchaser 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 Acquiror, the Company, Proxy Statement and shall supply Purchaser with copies of all written correspondence between the Trust or any of its Representatives, on the Company’s Subsidiariesone hand, and the SEC or their respective Affiliatesits staff, directors or officers is discovered by on the Company or Acquirorother hand, which is required to be set forth in an amendment or supplement with respect to the Proxy Statement. The Trust shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the SEC or its staff concerning the Proxy Statement and to resolve such comments with the SEC, so that and shall use its reasonable best efforts to cause the Proxy Statement to be disseminated to the Trust Shareholders as promptly as reasonably practicable after the resolution of any such document would include any misstatement of a material fact or omit comments. Prior to state any material fact necessary to make the statements therein, in light filing of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate Proxy Statement (or any amendment or supplement describing thereto) or any dissemination thereof to the Trust Shareholders, or responding to any comments from the SEC or its staff with respect thereto, the Trust shall provide Purchaser with a reasonable opportunity to review and to propose comments on such document or response, which the Trust shall consider in good faith. Purchaser shall provide to the Trust all information shall concerning Purchaser and its Affiliates as may be promptly filed reasonably requested by the Trust in connection with the Proxy Statement and shall otherwise assist and cooperate with the Trust in the preparation of the Proxy Statement and the resolution of any comments thereto received from the SEC and, to the extent required by Law, disseminated to the stockholders of Acquiroror its staff.

Proxy Statement. (i) As Promptly following the date of this Agreement, the Company shall prepare the Proxy Statement, and the Company shall prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included. The Company shall use its best efforts as promptly as practicable to have the Form S-4 declared effective under the Securities Act as promptly as practicable after the execution of this Agreement, (x) Acquiror and the such filing. The Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company shall will use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. The Company shall also take any action required to be taken under any applicable state securities laws in connection with the registration and qualification in connection with the Merger of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, 34 common stock of the time when Company following the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional informationMerger. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made The information provided by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate for use in the response of Acquiror to those comments Form S-4, and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf Newco in writing specifically for inclusion or incorporation by reference use in the Proxy Statement willForm S-4, shall, at the time the Form S-4 becomes effective and on the date it is first mailed to the stockholders of Acquiror and at the time of the Special MeetingStockholders Meeting referred to above, contain any untrue statement of a be true and correct in all material fact or respects and shall not omit to state any material fact required to be stated therein or necessary in order to make such information not misleading, and the statements therein, Company and Newco each agree to correct any information provided by it for use in light the Form S-4 which shall have become false or misleading. Newco and the Company will cooperate with each other in the preparation of the circumstances under which they are madeProxy Statement; without limiting the generality of the foregoing, not misleading. (iv) If at the Company will im- mediately notify Newco of the receipt of any time prior comments from the SEC and any request by the SEC for any amendment to the Closing Proxy Statement or for additional information. All filings with the SEC, including the Proxy Statement and any amendment thereto, and all mailings to the Company's stockholders in connection with the Merger, including the Proxy Statement, shall be subject to the prior review, comment and approval of Newco (which approval by Newco shall not be unreasonably withheld). Newco will furnish to the Company the information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered it required by the Company or Acquiror, which is required Exchange Act and the rules and regulations promulgated thereunder to be set forth in an amendment or supplement the Proxy Statement. The Company agrees to use its best efforts, after consultation with the other parties hereto, to respond promptly to any comments made by the SEC with respect to the Proxy Statement, so that Statement and any preliminary version thereof filed by it and cause such document would include any misstatement of a material fact or omit Proxy Statement to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, mailed to the extent required by Law, disseminated to Company's stockholders at the stockholders of Acquirorearliest practicable time.

Proxy Statement. (i) As promptly soon as practicable after the execution of this AgreementClosing, (x) Acquiror and the Company Intek shall jointly prepare and Acquiror shall file with the SEC, Securities and Exchange Commission a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror related solicitation materials relating to a special meeting of the Special Meeting holders of the Intek's common stock, $.01 par value (the "Intek Stockholders' Meeting") concerning the Securicor Agreement and the transactions contemplated thereby (such proxy statement, together with any amendments as amended or supplements theretosupplemented from time to time, being herein referred to as the “"Proxy Statement”"). Each of Acquiror , and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with be mailed to its stockholders at such time and in such manner as permits the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts Intek Stockholders' Meeting to have the Proxy Statement cleared by the SEC under the Exchange Act be held as promptly as practicable. Each of Acquiror MIC and the Company agrees Simmxxxx xxxll each use its best efforts to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested by Intek and, in connection any case, as required with respect to Intek by Regulation 14A under the Exchange Act for inclusion in the Proxy Statement. The information provided by Intek and MIC, a Current Report on Form 8-K pursuant to the Exchange Act respectively, for use in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to shall, on the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time date when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to Intek's stockholders, and on the stockholders of Acquiror and at the time date of the Special Intek Stockholders' Meeting, contain any untrue statement of a be true and correct in all material fact or respects and shall not omit to state any material fact required to be stated therein or necessary in order to make the statements thereincontained therein not misleading, and Intek, MIC and Simmxxxx each agree promptly to correct any information provided by it for use in light the Proxy Statement which shall have become false or misleading. Intek shall duly call, give notice of, convene and hold the Intek Stockholders' Meeting, for the purpose of approving, among other matters, the transactions contemplated under the Securicor Agreement. Intek, through its Board of Directors, shall recommend to its stockholders approval of the circumstances under which they are made, not misleading. (iv) If at any time prior foregoing. The Proxy Statement will comply as to the Closing any information relating to Acquiror, the Company, any form in all material respects with all applicable requirements of the Company’s SubsidiariesExchange Act, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an and no amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information Statement shall be promptly filed with made by Intek without the SEC andprior written approval of MIC (which approval shall not be unreasonably withheld), to the extent except as otherwise required by Law, disseminated to the stockholders of Acquirorapplicable laws.

Proxy Statement. (ia) As promptly as reasonably practicable after following the execution date of this Agreement, (x) Acquiror Ferrari and the Company Sierra shall jointly prepare cooperate in preparing, and Acquiror Ferrari shall file with the SEC, a proxy statement or cause to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements theretoSEC, the “Proxy Statement”)Statement in a mutually agreeable and preliminary form. Each of Acquiror and the Company Ferrari shall use its reasonable best efforts to cause mail or deliver the Proxy Statement to comply with its stockholders as promptly as practicable after the rules and regulations promulgated Proxy Statement is cleared by the SECSEC for mailing to the stockholders of Ferrari. Acquiror Ferrari and Sierra shall each use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party Sierra or Ferrari, respectively, all information concerning itself, its Subsidiariesaffiliates and the holders of Ferrari Equity Interests or Sierra Equity Interests, officers, directors, managers, stockholdersas applicable, and other equityholders and information regarding provide such other matters as may be reasonably necessary or advisable or assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Proxy Statement shall include all information reasonably requested by Sierra to be included therein. Ferrari shall promptly notify Sierra upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement, a Current Report and shall, as promptly as practicable after receipt thereof, provide Sierra with copies of all correspondence between it and its Representatives, on Form 8-K pursuant one hand, and the SEC, on the other hand, and all written comments with respect to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement received from the SEC and advise Sierra of any oral comments with respect to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared received from the SEC. Ferrari shall use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC with respect to the Proxy Statement. Notwithstanding the foregoing, prior to mailing the Proxy Statement (or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement thereto) or responding to any comments of the Proxy Statement or for additional information. To the extent not prohibited by LawSEC with respect thereto, the Company and their counsel (i) Ferrari shall be given a provide Sierra reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with or response (including the SECproposed final version of such document or response), and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity Ferrari shall include in such document or response all comments reasonably proposed by Sierra and (iii) Sierra shall have consented to participate the filing and mailing contemplated therein (which consent shall not be unreasonably withheld, conditioned or delayed). Ferrari and Ferrari OpCo shall take any 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 the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating connection with the Company or its counsel issuance of the Merger Consideration, and Sierra shall use reasonable best efforts to furnish all information concerning Sierra and the holders of the Sierra Equity Interests as may be reasonably requested in connection with any discussions or meetings with the SECsuch actions. (iiib) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement willIf, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, 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. (iv) If at any time prior to the Closing receipt of Ferrari Stockholder Approval, any information relating to AcquirorFerrari or Sierra, the Company, or any of the Company’s Subsidiaries, or their respective Affiliatesaffiliates, directors or officers is should be discovered by Ferrari or Sierra that, in the Company or Acquirorreasonable judgment of the discovering Party, which is required to should be set forth in an amendment of, or a supplement to to, the Proxy Statement, so that such document the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which Party that discovers such information shall promptly notify the other parties Parties, and an appropriate amendment or supplement describing such information Ferrari and Sierra shall be promptly filed cooperate in the prompt filing with the SEC of any necessary amendment of, or supplement to, the Proxy Statement and, to the extent required by Law, disseminated in disseminating the information contained in such amendment or supplement to stockholders of Ferrari. Nothing in this Section 5.4(b) shall limit the obligations of any Party under Section 5.4(a). (c) As promptly as reasonably practicable after the Proxy Statement is cleared by the SEC for mailing to the stockholders of AcquirorFerrari, Ferrari shall, in accordance with applicable Law and the Ferrari Governing Documents, establish a record date for, duly call, give notice of, convene and hold the Ferrari Stockholder Meeting (and in any event, will use reasonable best efforts to convene the Ferrari Stockholder Meeting within 45 days thereof). Ferrari shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the stockholders of Ferrari entitled to vote at the Ferrari Stockholder Meeting and to hold the Ferrari Stockholder Meeting as soon as practicable after the Proxy Statement is cleared by the SEC for mailing to Ferrari’s stockholders. Ferrari shall include the Ferrari Board Recommendation in the Proxy Statement, and solicit and use its reasonable best efforts to obtain the Ferrari Stockholder Approval, the Ferrari Certificate Amendment Approval and the Long Term Incentive Plan Approval, except to the extent that the Ferrari Board of Directors shall have made a Ferrari Adverse Recommendation Change pursuant to and in accordance with Section 5.3. Notwithstanding the foregoing provisions of this Section 5.4(c), Ferrari shall be required to adjourn or postpone the Ferrari Stockholder Meeting (i) to the extent necessary to ensure that any legally required supplement or amendment to the Proxy Statement is provided to the stockholders of Ferrari, (ii) if, on a date for which the Ferrari Stockholder Meeting is scheduled, there are insufficient shares of Ferrari Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Ferrari Stockholder Meeting or (iii) if, on a date for which the Ferrari Stockholder Meeting is scheduled, Ferrari has not received proxies representing a sufficient number of shares of Ferrari Common Stock to obtain the Ferrari Stockholder Approval, which, other than the first adjournment or postponement pursuant to this clause (iii), shall be subject to Sierra’s consent (provided, that the Ferrari Stockholder Meeting shall not be postponed or adjourned (x) unless otherwise agreed to by the Parties, to a date that is more than 10 days after the date previously scheduled (it being understood that the Ferrari Stockholder Meeting shall be adjourned or postponed every time the circumstances described in the foregoing clauses (i), (ii) or (iii) exist) or (y) to a date that is less than two business days prior to the Outside Date (excluding any adjournments or postponements required by applicable Law)). Unless this Agreement is terminated pursuant to Section 8.1, nothing contained in this Agreement shall be deemed to relieve Ferrari of its obligations to hold the Ferrari Stockholders Meeting pursuant to this Section 5.4, including the making of a Ferrari Adverse Recommendation Change, the commencement, announcement, disclosure or communication to Ferrari of any Competing Proposal or other proposal (including a Superior Proposal) or the occurrence of disclosure of any Ferrari Intervening Event.

Proxy Statement. (i) As promptly as practicable after following the execution Closing Date, and in any event within seven (7) Business Days of this Agreementthe Closing Date, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, SEC a preliminary form of proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to an annual or special meeting (the Special Meeting “Shareholders’ Meeting”) of shareholders of the Company (such proxy statement, together with any amendments thereof or supplements thereto, the “Proxy Statement”). Each ) at which the shareholders shall be asked to approve a proposal to effectuate a reverse split of Acquiror and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions Common Stock (the “Other DocumentsReverse Split”). Acquiror will cause The Company shall provide the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given Buyer with a reasonable opportunity to review and comment on the such Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror Proxy Statement shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect be in a form reasonably acceptable to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity Buyer prior to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings filing with the SEC. (ii) If the Proxy Statement is not to be reviewed by the SEC or if no notice of review is received by the Company within ten (10) calendar days of the filing of the preliminary Proxy Statement, the Company will use its best efforts to cause the definitive Proxy Statement to be mailed to the Company’s shareholders as soon as practicable following the 10th calendar day after the date of filing of the preliminary Proxy Statement. (iii) Each of Acquiror If the Proxy Statement is reviewed by the SEC, the Company will use its best efforts to cause the definitive Proxy Statement to be mailed to the Company’s shareholders as promptly as reasonably practicable after confirmation from the SEC that it has no further comments and in no event later than twenty (20) Business Days from the Closing Date unless the Company has received express written approval from the Nasdaq Listings Qualifications Panel to carry out such mailing on a later date. In the event the SEC provides comments on the Proxy Statement to the Company, the Company shall ensure that none respond to the SEC in writing and complete all actions to comply with any and all requests from the SEC within two (2) Business Days from the date of such comment letter. (iv) The Company will cause the information supplied by or on its behalf for inclusion or incorporation by reference included in the Proxy Statement willStatement, at the date it is first mailed to time of the stockholders mailing or filing with the SEC of Acquiror the Proxy Statement or any amendments or supplements thereto, and at the time of the Special Shareholders’ Meeting, not to 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. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would 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 Company shall give the Buyer a reasonable opportunity to review revised drafts of the Proxy Statement and related filings and draft responses to the SEC and its staff related to the resolution of such comments and shall consider in good faith comments proposed by the Buyer for incorporation in such drafts, correspondence and filings. (v) The Company shall mail to the holders of Common Stock determined as of the record date established for the Shareholders’ Meeting a Proxy Statement (the date the Company elects to take such action or is required to take such action, the party which discovers such information “Proxy Date”). Prior to the Proxy Date, the Company shall promptly notify have engaged, at its own expense, an experienced proxy soliciting firm reasonably acceptable to the other parties and an appropriate amendment or supplement describing such information shall be promptly filed Buyer, to assist the Company to solicit proxies in connection with the SEC and, to the extent required by Law, disseminated to the stockholders of AcquirorProxy Statement.

Proxy Statement. (i) As promptly as practicable after Promptly following the execution date of this Agreement, (x) Acquiror and the Company shall jointly prepare the Proxy Statement, and, if necessary, the Company shall prepare and Acquiror shall file with the SECSEC the Form S-4, a proxy statement to in which the Proxy Statement would be filed with included. If the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statementForm S-4 is filed, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts as promptly as practicable to have the Proxy Statement cleared by the SEC Form S-4 declared effective under the Exchange Securities Act as promptly as practicablepracticable after such filing. Each of Acquiror and the The Company agrees shall use its best efforts to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case Company's shareholders as promptly after it as practicable or, if the Form S-4 is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by as promptly as practicable after the SEC for Form S-4 is declared effective under the amendment or supplement of Securities Act. If the Proxy Statement or for additional information. To the extent not prohibited by LawS-4 is filed, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made information provided by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate for use in the response of Acquiror to those comments Form S-4, and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf Purchaser in writing specifically for inclusion or incorporation by reference use in the Proxy Statement willForm S-4, shall, at the time the Form S-4 becomes effective and on the date it is first mailed to the stockholders of Acquiror and at the time of the Special MeetingShareholders Meeting referred to above, contain any untrue statement of a be true and correct in all material fact or respects and shall not omit to state any material fact required to be stated therein or necessary in order to make such information not misleading, and the statements therein, Company and Purchaser each agree to correct any information provided by it for use in light the Proxy Statement or the Form S-4 which shall have become false or misleading. Purchaser and the Company will cooperate with each other in the preparation of the circumstances under which they are madeProxy Statement and the Form S-4 (if one is filed); without limiting the generality of the foregoing, not misleading. (iv) If at the Company will immediately notify Purchaser of the receipt of any time prior comments from the SEC and any request by the SEC for any amendment to the Closing Proxy Statement or the Form S-4 or for additional information. All filings with the SEC, including the Proxy Statement and the Form S-4 (if filed) and any amendment thereto, and all mailings to the Company's shareholders in connection with the Merger, including the Proxy Statement, shall be subject to the prior review, comment and approval of Purchaser (which approval by Purchaser shall not be unreasonably withheld). Purchaser will furnish to the Company the information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered it required by the Company or Acquiror, which is required Exchange Act and the rules and regulations promulgated thereunder to be set forth in an amendment or supplement to the Proxy Statement. The Company agrees to use its best efforts, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify after consultation with the other parties and an appropriate amendment or supplement describing such information shall be hereto, to respond promptly filed with to any comments made by the SEC and, with respect to the extent required Form S-4 (if filed) or Proxy Statement and any preliminary version thereof filed by Law, disseminated it and cause such Proxy Statement to be mailed to the stockholders of AcquirorCompany's shareholders at the earliest practicable time.

Proxy Statement. (ia) As promptly as reasonably practicable after following the execution of this Agreementdate hereof, (x) Acquiror Argon and the Company Sensytech shall jointly prepare cooperate in preparing and Acquiror shall file with the SEC, a proxy statement cause to be filed with the SEC and sent to mutually acceptable proxy materials which shall constitute the stockholders of Acquiror proxy statement/ prospectus relating to the Special matters to be submitted to the Sensytech stockholders at the Sensytech Stockholders Meeting and to the Argon stockholders at the Argon Stockholders Meeting (such joint proxy statementstatement/ prospectus, together with and any amendments or supplements thereto, the “Joint Proxy StatementStatement/ Prospectus”), and Sensytech shall prepare and file with the SEC a registration statement on Form S-4 (of which the Joint Proxy Statement/ Prospectus shall be a part) with respect to the issuance of Sensytech Common Stock in the Merger (such Form S-4, and any amendments or supplements thereto, the “Form S-4”). Each of Acquiror Sensytech and Argon shall use reasonable best efforts to have the Joint Proxy Statement/ Prospectus cleared by the SEC and the Company Form S-4 declared effective by the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. Sensytech and Argon shall, as promptly as practicable after receipt thereof, provide the other party with copies of any written comments and advise the other party of any oral comments with respect to the Joint Proxy Statement/ Prospectus or Form S-4 received from the SEC. Each party shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/ Prospectus and the Form S-0 prior to filing such with the SEC, and each party will provide the other party with a copy of all such filings made with the SEC. Sensytech shall use its reasonable best efforts to cause the Proxy Statement take any action required to comply be taken under any applicable state securities laws in connection with the rules Merger and regulations promulgated by the SEC. Acquiror each party shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, it and the holders of its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or capital stock as may be reasonably requested in connection with any such action. Each party will advise the Proxy Statementother party, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement Form S-4 has been cleared become effective, the issuance of any stop order, the suspension of the qualification of the Sensytech Common Stock issuable in connection with the Merger for offering or sale in any supplement or amendment has been filedjurisdiction, or of any request by the SEC for the amendment or supplement of the Joint Proxy Statement Statement/ Prospectus or for additional informationthe Form S-4. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, 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. (iv) If at any time prior to the Closing Effective Time any information relating to Acquiror, the Company, any either of the Company’s Subsidiariesparties, or their respective Affiliatesaffiliates, directors officers or officers is directors, should be discovered by the Company or Acquiror, either party which is required to should be set forth in an amendment or supplement to either the Form S-4 or the Joint Proxy Statement, Statement/ Prospectus so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, and disseminated to the stockholders of AcquirorSensytech and Argon. (b) None of the information to be supplied by Sensytech for inclusion or incorporation by reference in the Joint Proxy Statement/ Prospectus or any amendment or supplement thereto shall, at the date the Joint Proxy Statement/ Prospectus or any such amendment or supplement is first mailed to Sensytech’s stockholders or at the time of the Sensytech Stockholders’ Approval contain any untrue statement of a material fact or omit any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information to be supplied by Sensytech for inclusion or incorporation by reference in the Form S-4 or any amendment or supplement thereto will, at the time it becomes effective under the Securities Act contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, not misleading. This Section 6.8(b) shall not apply to statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement/ Prospectus or any amendment or supplement thereto based on information that was not supplied by Sensytech or its Subsidiaries for inclusion or incorporation by reference in the Joint Proxy Statement/ Prospectus or the Form S-4. The Joint Proxy Statement/ Prospectus shall comply as to form in all material respects with the requirements of the Exchange Act. (c) None of the information supplied or to be supplied by Argon for inclusion or incorporation by reference in the Joint Proxy Statement/ Prospectus or any amendment or supplement thereto shall, at the date the Joint Proxy Statement/ Prospectus or any such amendment or supplement is first mailed to Argon’s stockholders or at the time of the Argon Stockholders’ Approval contain any untrue statement of a material fact or omit any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by Argon for inclusion or incorporation by reference in the Form S-4 or any amendment or supplement thereto will, at the time it becomes effective under the Securities Act contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, not misleading. This Section 6.8(c) shall not apply to statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement/ Prospectus based on information that was not supplied by Argon or its Subsidiaries for inclusion or incorporation by reference in the Joint Proxy Statement/ Prospectus or the Form S-4.

Proxy Statement. (ia) As promptly as reasonably practicable after following the execution of this Agreement, (x) Acquiror the Company shall, with the assistance of Parent, prepare, and the Company shall jointly prepare and Acquiror shall shall, as promptly as reasonably practicable following the No-Shop Period Start Date, file with the SEC, a proxy statement relating to be filed with the SEC and sent to adoption of this Agreement by the stockholders of Acquiror relating the Company (as amended or supplemented from time to the Special Meeting (such proxy statementtime, together in accordance with any amendments or supplements theretothis Section 8.2, the “Proxy Statement”). Each of Acquiror Parent and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply cooperate with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested one another in connection with the preparation of the Proxy Statement, a Current Report on Form 8-K pursuant to Statement and Parent shall furnish all information concerning Parent and Merger Sub as the Exchange Act Company may reasonably request in connection with the Transactionspreparation of the Proxy Statement, or any other statement, filing, notice or application made including such information that is required by or on behalf the Exchange Act to be set forth in the Proxy Statement. Each of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror parties will cause the Proxy Statement information to be mailed to supplied by it for inclusion in the stockholders of Acquiror in each case promptly after it is cleared by Proxy Statement, at the SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, time of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement mailing of the Proxy Statement or for additional information. To the extent not prohibited by Lawany amendments or supplements thereto, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Company Stockholders’ Meeting, not to contain any untrue statement misstatement 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 were made, not misleading. Parent and the Company shall each use commercially reasonable efforts to respond as promptly as reasonably practicable to, and resolve all comments received from, the SEC (or its staff) concerning the Proxy Statement, and to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after such filing. The Company shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to the stockholders of the Company as promptly as reasonably practicable after the Proxy Statement is cleared by the SEC. (ivb) Each of Parent and the Company shall as promptly as reasonably practicable notify the other of (i) the receipt of any comments from the SEC (or its staff) and all other written correspondence and oral communications with the SEC (or its staff) relating to the Proxy Statement and (ii) any request by the SEC (or its staff) for any amendment or supplement to the Proxy Statement or for additional information with respect thereto, and shall supply the other with copies of all material correspondence between the Company, Parent or any of their respective Representatives, on the one hand, and the SEC (or its staff), on the other hand, with respect to the Proxy Statement. All filings by the Company with the SEC (or its staff), responses to any comments from the SEC (or its staff) and all mailings to the stockholders of the Company in connection with the Merger and the other transactions contemplated hereby, including the Proxy Statement and any amendment or supplement thereto, shall be subject to the reasonable prior review and comment of Parent which comments the Company shall consider in good faith. All filings by Parent with the SEC in connection with the transactions contemplated hereby shall be subject to the reasonable prior review and comment of the Company which comments Parent shall consider in good faith. (c) If at any time prior to the Closing Effective Time any information relating to Acquiror, the Company, Parent or Merger Sub, or any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers officers, is discovered by the Company Company, Parent or AcquirorMerger Sub, which is required to should be set forth in an amendment or supplement to the Proxy Statement, Statement so that such document the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement supplement, prepared in accordance with Section 8.2(b), describing such information shall be promptly filed with the SEC and, to the extent required by Applicable Law, disseminated to the stockholders of Acquirorthe Company.