Common use of Reasonable Best Efforts Clause in Contracts

Reasonable Best Efforts. Upon the terms and subject to ----------------------- the conditions set forth in this Agreement, each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger, and the other transactions contemplated by this Agreement, including (a) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity, (b) the obtaining of all necessary consents, approvals or waivers from third parties, (c) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (d) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement; provided, however, that the -------- ------- Company shall be under no obligation to take any action to the extent that the Board of Directors shall conclude in good faith, after consultation with the Company's outside counsel, that such action could be inconsistent with the Board of Directors' fiduciary obligations under applicable law.

Reasonable Best Efforts. Upon Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon the terms and subject to ----------------------- the conditions set forth in this Agreementherein, each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger, Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (ai) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and and, subject to the limitations set forth herein, the taking of all reasonable steps and remedies as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by any Governmental Entity, (biii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (civ) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (dv) the execution and or delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement; provided, however, use its reasonable best efforts to ensure that the -------- ------- Company shall Merger and the other transactions contemplated by this Agreement may be under no obligation consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to take any action to minimize the extent that effect of such Legal Requirement on the Board of Directors shall conclude in good faithMerger, after consultation with this Agreement and the Company's outside counsel, that such action could be inconsistent with the Board of Directors' fiduciary obligations under applicable lawtransactions contemplated hereby.

Reasonable Best Efforts. (a) Upon the terms and subject to ----------------------- the conditions set forth in this Agreement and compliance with applicable Law and the other terms of this Agreement, each of the parties CPA16, Merger Sub, CPA14 and W. P. Xxxxx agrees to use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger, Merger and the other transactions contemplated by this Agreementthe Transaction Documents, including (ai) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval approval, waiver or waiver from, or to avoid an action or proceeding by exemption from any Governmental Entity, (bii) the obtaining of all necessary consents, approvals approvals, waivers or waivers exemptions from non-governmental third parties, (c) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (diii) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In addition, each of CPA16, Merger Sub, CPA14 and W. P. Xxxxx agrees to use its reasonable best efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger, this Agreement or the transactions contemplated by the Transaction Documents, including seeking to have any stay, temporary restraining order, injunction, or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated by the Transaction Documents entered by any court or other Governmental Entity vacated or reversed. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of XXX00, XXX00, Merger Sub and W. P. Xxxxx shall take all such necessary action. From the date of this Agreement through the Effective Time, CPA14 shall timely file, or cause to be filed, with the SEC all CPA14 SEC Documents required to be so filed. (b) Each of XXX00, XXX00, Merger Sub and W. P. Xxxxx shall give prompt notice to each other party if (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becomes untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becomes untrue or inaccurate in any material respect or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, provided that the -------- ------- Company delivery of any notice pursuant to this Section shall be under no obligation to take any action not limit or otherwise affect the remedies available hereunder to the extent party receiving such notice; and, provided further that failure to give such notice shall not be treated as a breach of covenant for the Board purposes of Directors shall conclude in good faithSections 5.2(b) or 5.3(b), after consultation with as the Company's outside counsel, that such action could be inconsistent with the Board of Directors' fiduciary obligations under applicable lawcase may be.

Reasonable Best Efforts. Upon Subject to Section 4.2(b), upon the terms and subject to ----------------------- the conditions set forth in this Agreement, each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicablepractical, the Merger, Merger and the other transactions contemplated by this Agreement, including (ai) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, such as those referred to in Sections 4.1(d)(1)-(4) and 4.2(b)(1)-(3)) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by by, any Governmental Entity, (bii) the obtaining of all necessary consentswaivers, consents or approvals or waivers from third parties, (ciii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyby this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (div) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by by, and to fully carry out the purposes of, this Agreement; provided. Without limiting the generality of the foregoing, howevereach of the Company and the Trust shall, that the -------- ------- Company shall be under no obligation to take any action to the extent that required under the HSR Act, promptly file or cause to be filed with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division") notification and report forms pursuant to the HSR Act relating to the merger and the other transactions contemplated in this Agreement. The Company and the Trust shall promptly respond to any request for additional information or documenting material by the FTC or Antitrust Division and shall cooperate with each other to effect the expiration of any waiting periods applicable thereto as promptly as practicable. The Company and the Trust shall each consult with the other and use their reasonable best efforts to coordinate any communications or filings with the FTC and the Antitrust Division. In connection with and without limiting the foregoing, the Company and its Board of Directors shall conclude (i) take all reasonable action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Stockholders Agreements, the Merger or any of the other transactions contemplated hereby or thereby and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, the Stockholders Agreements, the Merger or any other transaction contemplated hereby or thereby, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement and the Stockholders Agreements may be consummated as promptly as practical on the terms contemplated herein and therein and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement and the Stockholders Agreements. In addition, the Trust undertakes and agrees to use its reasonable best efforts and to take all reasonable actions necessary to obtain the Commitment within the 30-day period specified in good faithSection 3.2(e), after consultation with to finalize the Company's outside counsel, definitive documentation as promptly as practicable thereafter for the funding in full of the merger consideration that such action could will become payable at the Effective Time and to cause the conditions to funding thereunder to be inconsistent with the Board of Directors' fiduciary obligations under applicable lawsatisfied.

Reasonable Best Efforts. Upon the terms and subject to ----------------------- the conditions set forth in this Agreement, each of the parties Parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger, Mergers and the other transactions contemplated by this AgreementTransactions, including using reasonable best efforts to accomplish the following: (ai) the taking of all acts necessary to cause the conditions precedent set forth in Article VIII to be satisfied; (ii) the obtaining of all necessary actions or non-actions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps best efforts as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity, Legal Proceeding; (biii) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the Transactions, including any other consents, approvals or waivers from third parties referred to on Section 4.05(b) of the Company Disclosure Letter; (civ) the termination of each agreement set forth on Section 7.05 of the Company Disclosure Letter; (v) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (dvi) the execution and or delivery of any additional instruments reasonably necessary to consummate consummate, and to fully carry out the transactions contemplated by this Agreement; providedpurposes of, howeverthe Transactions. This obligation shall include, that on the -------- ------- Company shall be under no obligation to take any action part of Parent, sending a termination letter to the extent that Trustee substantially in the Board of Directors shall conclude in good faith, after consultation with applicable form attached to the Company's outside counsel, that such action could be inconsistent with Trust Agreement (the Board of Directors' fiduciary obligations under applicable law“Trust Termination Letter”).

Reasonable Best Efforts. Upon (a) Subject to the terms and subject to ----------------------- the conditions set forth in of this Agreement, each of the parties agrees to Party will use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to achieve the satisfaction of the conditions contemplated by Article VIII and to consummate the Acquisition and make effectiveeffective the Transactions, as promptly as practicable after the date hereof, including using reasonable best efforts in (i) preparing and filing, in the most expeditious manner practicable, the Merger, and consultation with the other transactions contemplated by this AgreementParties and as promptly as practicable and advisable after the date hereof, including all documentation to effect all necessary or advisable applications, notices, petitions, filings and other documents and to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party or any Governmental Entity in order to consummate the Acquisition or any of the other Transactions, (aii) the obtaining of all necessary actions or non-actions, waivers, consents consents, orders, authorizations and approvals from Governmental Entities, including any required action or non-action from the applicable Governmental Entities under the Antitrust Laws, Section 721 of the Defense Production Act of 1950, as amended (50 U.S.C. §4565), and all rules and regulations issued and effective thereunder (the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from“DPA”), Foreign Investment Laws, or other Laws related to avoid an action or proceeding by any Governmental Entitythe Regulatory Clearances, including the consents, clearances, authorizations and approvals as set forth on Section 8.1(b) of the Danube Disclosure Letter, and (biii) the obtaining of all necessary consents, approvals or waivers from third parties, (c) the contesting and defending of any lawsuits or other legal proceedings, whether judicial or administrative, Proceedings challenging this Agreement or the consummation of the transactions contemplated herebyAcquisition or any of the other Transactions, including (A) seeking to have any stay or temporary restraining order (or other Order) entered by any court or Governmental Entity vacated, reversed or terminated and (B) defending through litigation on the merits any claim asserted in court by any Person to avoid entry of, or to have vacated, reversed or terminated, any Order (whether temporary, preliminary or permanent) that would restrain or prevent the Closing from occurring prior to the Outside Date. In furtherance and not in limitation of the foregoing, each Party agrees to make, as promptly as reasonably practicable (but, with respect to the following clause (I), no later than fifteen (15) Business Days from the date hereof or by such later time to be mutually agreed in good faith by the Parties in order to cause the expiration or termination of the waiting period under the HSR Act to occur as promptly as reasonably practicable), (I) an appropriate filing of a Notification and Report Form pursuant to the HSR Act, (II) a joint voluntary notice with CFIUS in accordance with the DPA (“CFIUS Notice”), (III) any filing, notification, submission or report required or advisable pursuant to non-U.S. Antitrust Laws, including the jurisdictions set forth on Section 10.5(d) of the Amazon Disclosure Letter, (IV) appropriate filings, notifications, submissions or reports, if any are required or voluntarily submitted, pursuant to the Foreign Investment Laws, including the jurisdictions set forth on Section 10.5(e) of the Amazon Disclosure Letter and (V) appropriate filings, notifications, submissions or reports related to the Canada Transportation Act and all other Regulatory Clearances. The Parties also agree that if CFIUS suggests or requests that the Parties withdraw and resubmit the CFIUS Notice submitted to CFIUS, the Parties shall cooperate in withdrawing and resubmitting the CFIUS Notice. (b) Each Party shall (i) cooperate in all material respects and consult with each other in connection with any filings, notifications, communications, submissions and any other action pursuant to this Section 7.3(b) or Section 7.3(c) and in connection with any investigation or other inquiry, including any Proceeding initiated by a private party, including by allowing the other Parties to have a reasonable opportunity to review in advance and provide comments consistent with the Parties’ joint cooperation and consultation obligations under Section 7.3(d) with respect to any proposed notifications, filings, submissions or other written or oral communications to be submitted or made, as the case may be, by any Party or their respective Affiliates to any Governmental Entity or private party; (ii) promptly inform the other Parties of any communication, inquiry or investigation received by such Party from, or given by such Party to, the Antitrust Division of the Department of Justice (the “DOJ”), the Federal Trade Commission (the “FTC”), CFIUS or any other Governmental Entity vacated or reversedEntity, by promptly providing copies to the other Parties of any such written communications, and (d) the execution and delivery of any additional instruments necessary to consummate communication received or given in connection with any Proceeding by a private party, in each case regarding any of the transactions contemplated by this AgreementTransactions; provided, however, that materials may be redacted or withheld (A) to remove references concerning the -------- ------- Company shall be under no obligation valuation of the Parties or any of their Subsidiaries, (B) as necessary to take comply with contractual arrangements in effect as of the date hereof and (C) as necessary to address reasonable privilege or confidentiality concerns (collectively, “Permitted Redactions”); and (iii) permit the other Parties to review in advance any action communication that it gives to, and consult with each other in advance of any meeting, substantive telephone call or conference with, the DOJ, the FTC, CFIUS or any other Governmental Entity, or, in connection with any Proceeding by a private party, with any other Person, subject in each case to Permitted Redactions, and to the extent that permitted by the Board of Directors shall conclude DOJ, the FTC, CFIUS or any other applicable Governmental Entity or other Person, give the other Parties the opportunity to attend and participate in good faithany meeting, after consultation telephone call or conference with the Company's DOJ, the FTC, CFIUS or any other Governmental Entity or other Person. Each Party shall promptly respond to and comply with any request, requirement or demand for information, documents or testimony regarding the Transactions from any Governmental Entity (including responding to any “second request” for additional information and documentary material under the HSR Act) as promptly as practicable. Each of Amazon, Sellers and Danube may, as such Party deems necessary, designate any competitively sensitive material provided to any other Party under this Section 7.3(b) or Section 7.2 as “outside counsel only” material. Such materials and the information contained therein shall be given only to the outside counsel of the recipient and, subject to the Clean Team Agreement and any additional confidentiality or joint defense agreement the Parties may mutually propose and enter into, will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials (Amazon or Danube, as the case may be) or its legal counsel. (c) In furtherance and not in limitation of the covenants of the Parties contained in this Section 7.3(c), each Party shall use its reasonable best efforts to take, or to cause to be taken, any and all actions necessary to avoid, eliminate and resolve any and all impediments and resolve objections, if any, as may be asserted with respect to the Transactions under any Antitrust Law or the DPA, Foreign Investment Laws or other Laws related to the Regulatory Clearances, so as to enable the Closing to occur as promptly as practicable (and in any event, no later than the Outside Date), including (i) proposing, negotiating, committing to and effecting by consent decree, hold separate orders, or otherwise, the sale, divestiture, transfer, license or disposition or hold separate of the assets (whether tangible or intangible), properties, operations, licenses or businesses of Danube or Amazon or any of their respective Subsidiaries and (ii) accepting any operational restrictions or otherwise taking or committing to take actions that limit Danube’s, Amazon’s or any of their respective Subsidiaries’ freedom of action with respect to any of the assets, properties, licenses, rights, product lines, operations or businesses (such actions, “Remedial Actions”); provided, however, no Party shall be required to take, and neither Danube nor Sellers shall take without the prior written consent of Amazon, such Remedial Actions under this Section 7.3(c) that would result in, or would be reasonably likely to result in, the sale or disposition of assets or businesses or the termination of or restriction on any business of Danube or Amazon or their respective Subsidiaries (in any jurisdiction(s)) meeting or exceeding the Remedy Threshold. Notwithstanding anything to the contrary in this Section 7.3, the Parties other than Amazon (x) shall not, without the prior written consent of Amazon, and (y) shall, if requested in writing by Amazon, offer, negotiate, commit to, effect, enter into or take any Remedial Action; provided, that, notwithstanding anything in this Agreement to the contrary, none of the Parties shall have any obligation to take, or propose or agree to take, any Remedial Action (i) unless the effectiveness of such Remedial Action is expressly conditioned upon the Closing or (ii) that involves the assets, properties or rights of any Seller or any Affiliates of any Seller other than Danube and Danube’s Subsidiaries. (d) The Parties shall jointly develop, and control, and each of the Parties shall consult and cooperate with one another with respect to (i) the strategy, timing and form for obtaining any necessary approval of, for responding to any request from, or inquiry or investigation by, any Governmental Entity that has authority to enforce any Antitrust Law or any Law related to any other Regulatory Clearance (including directing the timing, nature and substance of all such responses, including any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party in connection with the subject matter of this Section 7.3(d)), (ii) the strategy, scope, timing, form, negotiation and execution of any Remedial Action required by any Governmental Entity that has authority to enforce any Antitrust Law or any Law related to any other Regulatory Clearance and (iii) the defense of any action brought by or before any Governmental Entity that has authority to enforce any Antitrust Law; provided, however, that such action could be inconsistent in the event of a disagreement between the Parties with respect to the matters described in the foregoing clause (ii), the determination of Amazon shall prevail. In furtherance of and not in limitation of the foregoing, no Party shall (and each of them shall cause their respective Affiliates not to) without the prior written consent of the other Parties, (A) “pull-and-refile”, pursuant to 16 C.F.R. § 803.12, any filing made under the HSR Act in connection with the Board Transactions or (B) offer, negotiate or enter into any commitment or agreement, including any timing agreement, with any Governmental Entity to delay the consummation of, or not to close before a certain date, the Transactions. (e) Subject to Section 7.3(c), each Party shall use its reasonable best efforts to obtain the expiration or termination of Directors' fiduciary obligations under applicable lawall waiting periods and all consents, waivers, authorizations and approvals of all third parties (other than Governmental Entities) necessary, proper or advisable for the consummation of the Transactions and to provide any notices to third parties required to be provided prior to the Closing; provided, however, that, without the prior written consent of the other Parties, no Party shall incur any significant expense or liability, enter into any significant new commitment or agreement or agree to any significant modification to any contractual arrangement to obtain such consents or certificates from third parties (other than Governmental Entities). (f) Each of Danube and Amazon shall not, and shall not permit their respective Subsidiaries to, take any action, or refrain from taking any action, the effect of which could reasonably be expected to materially delay or impede the ability of the parties to consummate the Transactions. Without limiting the generality of the foregoing, each of the Parties shall not, and shall not permit their respective Affiliates to, acquire or agree to acquire (by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner), any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into a definitive agreement relating to, or the consummation of, such acquisition, merger or consolidation could reasonably be expected to (i) impose any delay in the obtaining of, or increase the risk of not obtaining, any actions or nonactions, waivers, clearances, expirations or terminations of waiting periods, consents or approvals from Governmental Entities necessary, proper or advisable to consummate the Transactions, (ii) increase the risk of any Governmental Entity issuing, entering, adopting, enacting or promulgating any Law restraining, enjoining, prohibiting, preventing or making illegal the consummation of the Transactions, (iii) increase the risk of not being able to remove any such Law on appeal or otherwise or (iv) materially delay or prevent the consummation of the Transactions; provided, that this Section 7.3(f), (A) with respect to Affiliates of Seller C, shall only apply to the CPPIB Restricted Party and its controlled Affiliates and (B) with respect to Affiliates of Seller B, shall only apply to the BCI Restricted Party and its controlled Affiliates.

Reasonable Best Efforts. Upon Subject to the express provisions of Section 6.2 and Section 6.3 hereof and upon the terms and subject to ----------------------- the conditions set forth in this Agreementherein, each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger, Merger and the other transactions contemplated by this Agreement, including using all reasonable efforts to accomplish the following: (ai) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VII to be satisfied, (ii) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by any Governmental Entity, (biii) the obtaining of all necessary consents, approvals or waivers from third parties, (civ) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, hereby and (dv) the execution and or delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement; provided, however, use all reasonable efforts to ensure that the -------- ------- Company shall Merger and the other transactions contemplated by this Agreement may be under no obligation consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to take any action to minimize the extent that effect of such Legal Requirement on the Board of Directors shall conclude in good faithMerger, after consultation with this Agreement and the Company's outside counsel, that such action could be inconsistent with the Board of Directors' fiduciary obligations under applicable lawtransactions contemplated hereby.

Reasonable Best Efforts. Upon the terms and subject to ----------------------- the conditions set forth in this Agreement, each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger, Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (ai) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied; (ii) the obtaining of all necessary actions or non-actions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by any Governmental Entity, ; (biii) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the transactions contemplated in this Agreement, including without limitation the consents referred to in the Company Disclosure Schedule; (civ) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (dv) the execution and or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement; provided, however, that use its reasonable best efforts to enable the -------- ------- Company shall Merger and the other transactions contemplated by this Agreement to be under no obligation consummated as promptly as practicable on the terms contemplated by this Agreement and to take any action otherwise act to eliminate or minimize the extent that the Board effects of Directors shall conclude in good faith, after consultation with the Company's outside counsel, that such action could be inconsistent with the Board of Directors' fiduciary obligations under applicable lawtakeover statute.

Reasonable Best Efforts. (a) Upon the terms and subject to ----------------------- the conditions set forth in this Agreement, each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in as soon as possible following the most expeditious manner practicabledate hereof, the Merger, Mergers and the other transactions contemplated by this Agreement, including using reasonable best efforts in (ai) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents and approvals from Governmental Entities Entities, including any required action or non-action under the Antitrust Laws (the “Required Consents”) prior to the Effective Time, and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver a Required Consent from, or to avoid an action or proceeding by by, any Governmental Entity, (bii) the obtaining of all necessary consents, approvals or waivers waivers, and any necessary or appropriate financing arrangements, from third parties, (ciii) the contesting and defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyby this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (div) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement, and (v) refraining from taking any action that would reasonably be expected to impede, interfere with, prevent or materially delay the consummation of the Mergers. In furtherance and not in limitation of the foregoing, each party hereto agrees to make (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable, (ii) appropriate filings, if any are required, pursuant to foreign Antitrust Laws as promptly as practicable and (iii) all other necessary filings with other Governmental Entities relating to the Merger, and, in each case, to supply as promptly as practicable any additional information and documentary material that may be formally or informally requested pursuant to the Antitrust Laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of any applicable waiting periods under the Antitrust Laws and the receipt of the Required Consents as soon as practicable. The parties agree that the use of “reasonable best efforts” in this Section 6.3 shall include proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, (x) the sale, divestiture or disposition of such assets or businesses of either party or its Subsidiaries or affiliates and (y) restrictions, or actions that after the Effective Time would limit HoldCo’s or its subsidiaries’ or affiliates’ freedom of action or operations with respect to, or its ability to retain, one or more of its or its subsidiaries’ businesses, product lines or assets, in each case (A) as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding that would otherwise have the effect of preventing or materially delaying the consummation of the transactions contemplated by this Agreement; providedAgreement and (B) conditioned upon the consummation of the Mergers. (b) The parties shall jointly develop, howeverand each of the parties shall consult and cooperate in all respects with one another, and consider in good faith the views of one another, in connection with the form and content of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party, hereto in connection with proceedings under or relating to any Antitrust Law prior to their submission. Each of the parties shall (i) promptly notify the other party of any communication inquiry or investigation received by that party from, or given by it to, any Governmental Entity and, subject to Applicable Law, permit the -------- ------- Company shall be under no obligation other party to take review in advance any action proposed communication to any such Governmental Entity and incorporate the other party’s reasonable comments, (ii) not agree to participate in any meeting or discussion with any such Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement or the Mergers unless, to the extent that the Board of Directors shall conclude in good faithreasonably practicable, after consultation it consults with the Company's outside counselother party in advance and, that to the extent permitted by such action could be inconsistent Governmental Entity, gives the other party the opportunity to attend and participate therein and (iii) promptly furnish the other party with copies of all correspondence, filings and written communications between them and their affiliates and their respective officers, directors, employees and Representatives, on one hand, and any such Governmental Entity or its respective staff on the other hand, with respect to this Agreement and the Merger in order for such other party to meaningfully consult and participate in accordance with the Board of Directors' fiduciary obligations under applicable lawpreceding clauses (i) and (ii), provided that materials furnished pursuant to this Section 6.3(b) may be redacted as necessary to address reasonable attorney-client or other privilege or confidentiality concerns.

Reasonable Best Efforts. Upon the other terms and subject to ----------------------- the conditions set forth in this AgreementAgreement and in accordance with applicable Law, each of the parties agrees to this Agreement shall, and shall cause its Affiliates to, use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in ensure that the most expeditious manner practicable, the Merger, Offer Conditions and the other transactions contemplated by this Agreementconditions set forth in Article VI are satisfied and to consummate the Transactions as promptly as practicable. Without limiting the generality of the foregoing, including Parent shall be required to (ai) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings vigorously contest (including filings with Governmental Entitiesby means of litigation) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from(x) any Legal Action brought, or threatened to avoid an action or proceeding be brought, by any Governmental EntityAuthority or any other Person seeking to enjoin, (b) restrain, prevent, prohibit or make illegal the obtaining of all necessary consents, approvals or waivers from third parties, (c) the defending consummation of any lawsuits of the Transactions or seeking damages or to impose any terms or conditions in connection with the Transactions, and (y) any Order that enjoins, restrains, prevents, prohibits or makes illegal the consummation of any of the Transactions or imposes any damages, terms or conditions in connection with the Transactions and (ii) resolve any objections as the FTC, DOJ or any other legal proceedingsGovernmental Authority may assert under any Law with respect to the Transactions and to obtain any clearance required under the HSR Act or any other approval, whether judicial consent or administrative, challenging this Agreement or authorization necessary under applicable Law for the consummation of the transactions contemplated herebyTransactions (including agreeing to and making divestitures, including seeking to have any stay entering into hold separate arrangements, terminating, assigning or temporary restraining order entered by any court modifying Contracts (or portions thereof) or other Governmental Entity vacated business relationships, accepting restrictions on business operations and entering into of commitments and obligations); provided that, notwithstanding the foregoing or reversedany other provision of this Agreement to the contrary, and (d) nothing contained in this Agreement shall require Parent, the execution and delivery Company or any of any additional instruments necessary to consummate the transactions contemplated by this Agreement; provided, however, that the -------- ------- Company shall be under no obligation their respective Subsidiaries to take any action to the extent that the Board of Directors shall conclude in good faith, after consultation with the Company's outside counsel, that such action could be inconsistent with the Board respect to any material assets, material categories of Directors' fiduciary obligations under applicable lawassets or material businesses.

Reasonable Best Efforts. Upon Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon the terms and subject to ----------------------- the conditions set forth in this Agreementherein, each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger, and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (ai) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or non-actions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by any Governmental Entity, (biii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (civ) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (dv) the execution and or delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to this Agreement or any of the transactions contemplated by this Agreement; provided, however, use reasonable best efforts to ensure that the -------- ------- Company shall transactions contemplated by this Agreement may be under no obligation consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to take any action to minimize the extent that effect of such Legal Requirement on this Agreement and the Board of Directors shall conclude in good faith, after consultation with the Company's outside counsel, that such action could be inconsistent with the Board of Directors' fiduciary obligations under applicable lawtransactions contemplated hereby.

Reasonable Best Efforts. (a) Upon the terms and subject to ----------------------- the conditions set forth in this Agreement, each of Parent and the parties Company agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger, the Subsequent Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (ai) causing the conditions precedent set forth in Article VI to be satisfied; (ii) obtaining of all necessary actions or non-actionsnonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and from Persons other than Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by any Governmental Entity; (iii) defending any suits, (b) the obtaining of all necessary consentsclaims, approvals actions, investigations or waivers from third parties, (c) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or Agreement, the consummation of the Merger, the Subsequent Merger or any of the other transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (div) the execution and or delivery of any additional instruments reasonably necessary to consummate the Merger, the Subsequent Merger and the other transactions contemplated by, and to fully carry out the purposes of, this Agreement. (b) Each of Parent and the Company shall notify the other promptly upon the receipt of: (i) any comments from any officials of any Governmental Entity in connection with any filings made pursuant hereto and (ii) any request by any officials of any Governmental Entity for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects with, any law. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant hereto, Parent or the Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the applicable Governmental Entity such amendment or supplement. (c) Each party shall use all reasonable best efforts to not take any action, or enter into any transaction, which would cause any of its representations or warranties contained in this Agreement to be untrue or result in a breach of any covenant made by it in this Agreement. (d) Notwithstanding anything to the contrary contained in this Agreement, (i) neither Parent nor any of its Affiliates shall be required to divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of the businesses, product lines or assets of Parent, the Company or any of their respective Subsidiaries or Affiliates, unless such action or actions would not, individually or in the aggregate, reasonably be expected to materially impair the benefits sought to be derived by Parent from the transactions contemplated by this Agreement; provided, howeverincluding the Merger and the Subsequent Merger, that or have a Material Adverse Effect on Parent and (ii) the -------- ------- Company shall be under no obligation not, without Parent's prior written consent, take or agree to take any action such action. (e) At or prior to the extent that Effective Time, the Board Company shall deliver to Parent all consents, waivers or approvals obtained by the Company with respect to the consummation of Directors shall conclude in good faiththe Merger, after consultation with the Company's outside counsel, that such action could be inconsistent with Subsequent Merger and the Board of Directors' fiduciary obligations under applicable lawother transactions contemplated by this Agreement.

Reasonable Best Efforts. (a) Upon the terms and subject to ----------------------- the conditions set forth in this Agreement, each of the parties Parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger, Merger and the other transactions contemplated by this AgreementTransactions, including using reasonable best efforts to accomplish the following: (ai) the taking of commercially reasonable acts necessary to cause the conditions precedent set forth in Article VIII to be satisfied; (ii) the obtaining of all necessary actions or non-actions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any); (iii) and the taking of all commercially reasonable steps as may be acts necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity, (b) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the Transactions, including any other consents, approvals or waivers from third parties referred to on Schedule 7.6(a) of the Company Disclosure Letter, and, in the case of Parent, to terminate any Contracts to which Parent or Merger Sub is a party that are not required for the operation of the Surviving Corporation following Closing, if and to the extent reasonably requested by the Company; (civ) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (dv) the execution and or delivery of any additional instruments reasonably necessary to consummate consummate, and to fully carry out the transactions purposes of, the Transactions. This obligation shall include, on the part of Parent, sending a termination letter to Continental substantially in the applicable form attached to the Trust Agreement (the “Trust Termination Letter”). (b) Notwithstanding anything herein to the contrary, nothing in this Section 7.6 shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, the imposition of any limitation on the ability of any of them to conduct their business or to own or exercise control of their respective assets, properties and capital stock, or the incurrence of any liability or expense. (c) From and after the date of this Agreement until the earlier of the Closing and the valid termination of this Agreement pursuant to its terms, Parent, on the one hand, and the Company, on the other hand, shall each notify the other in writing promptly after learning of any stockholder demands, inquiries or other stockholder Legal Proceedings (including derivative claims) relating to this Agreement, any Transaction Agreement or any matters relating thereto other than any appraisal claims contemplated by this AgreementSection 2.13 (collectively, the “Transaction Litigation”) commenced against, in the case of Parent or Merger Sub, any of Parent or Merger Sub or any of their respective Representatives (in their capacity as a representative of Parent or Merger Sub) or, in the case of the Company, any Group Company or any of their respective Representatives (in their capacity as a representative of a Group Company). Parent and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation and (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation; provided, however, that in no event shall Parent or Merger Sub, on one hand, or the -------- ------- Company, any other Group Company, on the other hand, or, in any case, any of their respective Representatives settle or compromise any Transaction Litigation without the prior written consent of the Company or Parent, as the case may be. (d) From and after the date of this Agreement, the Company shall be under no obligation use reasonable best efforts to take any action to the extent that the Board obtain Lock-Up Letters from all Company Stockholders holding in excess of Directors shall conclude in good faith, after consultation with 1% of the Company's outside counsel, that such action could be inconsistent with the Board of Directors' fiduciary obligations under applicable law’s outstanding capital stock.

Reasonable Best Efforts. Upon the terms and subject to ----------------------- the conditions set forth in this Agreement, each of the parties Parties (other than the Stockholder Representative) agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger, Mergers and the other transactions contemplated by this AgreementTransactions, including using reasonable best efforts to accomplish the following: (a) the taking of all commercially reasonable acts necessary to cause the conditions precedent set forth in Article VIII to be satisfied; (b) the obtaining of all necessary actions or non-actions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (filings, including registrations, declarations and filings with Governmental Entities) , if any, and any filings required pursuant to antitrust laws and the taking of all commercially reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity, Legal Proceeding; (bc) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the Transactions, including any consents referred to on Schedule 4.5(b) of the Company Disclosure Letter (cit being understood, for the avoidance of doubt, that nothing herein shall require the Company in connection therewith to incur any liability or expense or subject itself, any of its Subsidiaries or the business of the foregoing to any imposition of any limitation on the ability of any of them to conduct their business or to own or exercise control of their assets or properties); (d) the termination of each agreement set forth on Schedule 7.5(d) of the Company Disclosure Letter; (e) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (df) the execution and or delivery of any additional instruments reasonably necessary to consummate consummate, and to fully carry out the transactions contemplated by purposes of, the Transactions. This obligation shall include, on the part of Parent, sending a termination letter to Continental substantially in the applicable form attached to the Trust Agreement (the “Trust Termination Letter”). Notwithstanding anything herein to the contrary, nothing in this Agreement; provided, however, that the -------- ------- Company Agreement shall be under no obligation deemed to take require Parent or the Company to agree to any action divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, the imposition of any limitation on the ability of any of them to conduct their business or to own or exercise control of their respective assets, properties and capital stock, or the extent that the Board incurrence of Directors shall conclude in good faith, after consultation with the Company's outside counsel, that such action could be inconsistent with the Board of Directors' fiduciary obligations under applicable lawany liability or expense.

Reasonable Best Efforts. (a) Upon the terms and subject to ----------------------- the conditions set forth in this Agreement and compliance with applicable Law and the other terms of this Agreement, each of the parties NewCo REIT, W. P. Xxxxx, Merger Sub, CPA 15 Holdco and CPA15 agrees to use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party or its Subsidiaries pursuant to the Conversion Agreement and this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger, the CPA15 Merger, the W. P. Xxxxx Conversion, the Reorganization and the other transactions contemplated by this Agreementthe Transaction Documents, including (ai) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval approval, waiver or waiver from, or to avoid an action or proceeding by exemption from any Governmental Entity, (bii) the obtaining of all necessary consents, approvals approvals, waivers or waivers exemptions from non-governmental third parties, (c) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (diii) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, the Conversion Agreement and this Agreement. In addition, each of NewCo REIT, W. P. Xxxxx, Merger Sub, CPA15 and CPA 15 Holdco agrees (and W. P. Xxxxx agrees to cause each other W. P. Xxxxx Subsidiary party to the Reorganization) to use its reasonable best efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging the W. P. Xxxxx Conversion, the Conversion Agreement, the Reorganization, the Merger, the CPA15 Merger, this Agreement or the transactions contemplated by the Transaction Documents, including seeking to have any stay, temporary restraining order, injunction, or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated by the Transaction Documents entered by any court or other Governmental Entity vacated or reversed. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of the Conversion Agreement, the Reorganization or this Agreement, the proper officers and directors of CPA15, CPA 15 Holdco, NewCo REIT, W. P. Xxxxx and Merger Sub shall take (and W. P. Xxxxx shall cause to be taken with respect to each other W. P. Xxxxx Subsidiary party to the Reorganization) all such necessary action. From the date of this Agreement through the Effective Time, CPA15 shall timely file, or cause to be filed, with the SEC all CPA15 SEC Documents required to be so filed. (b) Each of CPA15, CPA 15 Holdco, NewCo REIT, W. P. Xxxxx and Merger Sub shall give prompt notice to each other party if (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becomes untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becomes untrue or inaccurate in any material respect or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, provided that the -------- ------- Company delivery of any notice pursuant to this Section shall be under no obligation to take any action not limit or otherwise affect the remedies available hereunder to the extent party receiving such notice; and, provided further that failure to give such notice shall not be treated as a breach of covenant for the Board purposes of Directors shall conclude in good faithSections 5.2(b) or 5.3(b), after consultation with as the Company's outside counsel, that such action could be inconsistent with the Board of Directors' fiduciary obligations under applicable lawcase may be.

Reasonable Best Efforts. Upon the terms and subject to ----------------------- the conditions set forth in this Agreement, including Section 5.3(d), each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger, Merger and the other transactions contemplated by this AgreementAgreement and to obtain satisfaction of the conditions precedent to the Merger, including (ai) the obtaining of all necessary actions or non-actionsnonactions, waivers, clearances, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by by, any Governmental Entity, (bii) the obtaining of all necessary consents, approvals or waivers from third parties, (ciii) preventing the defending entry, enactment or promulgation of any lawsuits injunction or other legal proceedingsorder or Law that could materially and adversely affect the ability of the parties hereto to consummate the transactions under this Agreement, whether judicial (iv) seeking the lifting or administrativerescission of any injunction or order or Law that could materially and adversely affect the ability of the parties hereto to consummate the transactions under this Agreement, challenging (v) cooperating to defend against any proceeding or investigation relating to this Agreement or the consummation of the transactions contemplated herebyhereby and to cooperate to defend against it and respond thereto, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (dvi) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by by, and to fully carry out the purposes of, this Agreement; , (vii) using commercially reasonable efforts to arrange for the Company’s independent accountants to provide such comfort letters, consents and other services that are reasonably required in connection with Parent’s financings of the Cash Consideration and (viii) assisting in the marketing and sale or any other syndication of any such financings by making appropriate officers of the Company available for due diligence meetings and for participation in the road show and meetings with prospective participants in such financings upon reasonable notice and at reasonable times, provided, howeverthat in the case of clauses (vii) and (viii), that Parent shall promptly reimburse the -------- ------- Company for all out-of-pocket expenses incurred by, and otherwise indemnify and hold harmless, the Company, its Affiliates and its and their respective officers, directors, accountants and representatives from and against all liabilities, relating to such actions other than those arising from such person’s willful misconduct or gross negligence. For purposes of this Agreement, reasonable best efforts shall be under no obligation not require the parties to take (i) sell, hold separate or otherwise dispose of or conduct the business of the Company, Parent and/or any action of their respective affiliates in a manner which would resolve such objections or suits, (ii) agree to sell, hold separate or otherwise dispose of or conduct the business of the Company, Parent and/or any of their respective affiliates in a manner which would resolve such objections or suits, (iii) permit the sale, holding separate or other disposition of, any of the assets of the Company, Parent and/or any of their respective affiliates or the execution of any agreement or order to do so, and (iv) conduct the business of the Company, Parent and/or any of their respective affiliates in a manner which would resolve such objections or suits, except to the extent that the Board of Directors shall conclude in good faith, after consultation with the Company's outside counsel, that any such action could described in clauses (i) through (iv) would not reasonably be inconsistent expected to materially impair the benefits each of Parent and the Company reasonably expects to be derived from the combination of Parent and the Company through the Merger. In furtherance and not in limitation of the foregoing, each of Parent and the Company agrees to make an appropriate filing under HSR with respect to the Board transactions contemplated hereby as promptly as practicable and in any event within 20 Business Days following the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of Directors' fiduciary obligations the applicable waiting periods under applicable lawthe HSR Act as soon as practicable.

Reasonable Best Efforts. Upon (a) Subject to the terms and subject to ----------------------- the conditions set forth in of this Agreement, including Section 8.02(b), each of the parties agrees to Company and Parent shall, and each shall cause its Subsidiaries to, use its their respective reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law to consummate the Mergers and other transactions contemplated hereby, (x) including (i) preparing and filing as promptly as practicable with any Governmental Authority or other Third Party all documentation to effect all necessary Filings, (ii) obtaining as promptly as practicable and thereafter maintaining all Consents required to be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate the Mergers or other transactions contemplated hereby, and complying with the terms and conditions of each Consent, and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement, including in seeking to obtain as promptly as practicable any required Consents and (y) which includes contesting (which includes by litigation) any (i) action, suit, investigation or proceeding brought by any Governmental Authority in a federal, state or administrative court seeking to enjoin, restrain, prevent, prohibit or make effectiveillegal consummation of the Mergers or other transactions contemplated hereby or seeking damages or to impose any terms or conditions in connection with the Mergers or (ii) Order that has been entered by a federal, state or administrative court that enjoins, restrains, prevents, prohibits or makes illegal consummation of the Mergers or other transactions contemplated hereby or imposes any damages, terms or conditions in connection with the most expeditious manner practicableMergers or other transactions contemplated hereby. The parties understand and agree that Parent’s obligation to use its reasonable best efforts set forth in this Section 8.02(a) includes taking all actions and doing all things necessary, proper or advisable under Applicable Law (including divestitures, hold separate arrangements, the Mergertermination, assignment, novation or modification of Contracts (or portions thereof) or other business relationships, the acceptance of restrictions on business operations, and the entry into other commitments and limitations) to obtain the governmental approvals described in clauses (x), (y) and (z) of the first sentence of Section 8.02(b) to consummate the Mergers and the other transactions contemplated by this Agreementhereby so long as such actions would not have and would not reasonably be expected to have, including (a) individually or in the obtaining of all necessary actions aggregate, a Regulatory Material Adverse Effect on Parent or non-actions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity, (b) the obtaining of all necessary consents, approvals or waivers from third parties, (c) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (d) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement; provided, however, that the -------- ------- Company shall be under no obligation to take any action to the extent that the Board of Directors shall conclude in good faith, after consultation with on the Company's outside counsel, that such action could be inconsistent with the Board of Directors' fiduciary obligations under applicable law.

Reasonable Best Efforts. (a) Upon the terms and subject to ----------------------- the conditions set forth in this AgreementAgreement (including those contained in this Section 6.09), each of the parties agrees to hereto shall, and shall cause its Subsidiaries to, use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, and to satisfy all conditions to, in the most expeditious manner practicable, the MergerOffer, the Merger and the other transactions contemplated by this Agreement, including (ai) the taking of all acts necessary to cause the conditions to the Offer and the conditions to the Merger to each be satisfied as promptly as practicable; (ii) the obtaining of all necessary actions or non-actionsPermits, waivers, consents consents, approvals and approvals actions or nonactions from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by by, any Governmental EntityEntities, (biii) the obtaining of all necessary consents, approvals consents or waivers from third parties, ; (civ) the defending of any lawsuits by a Governmental Entity seeking either a temporary restraining order or other legal proceedings, whether judicial or administrative, a preliminary injunction challenging this Agreement or delaying, preventing or restraining the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated vacated, overturned or reversed, ; and (dv) the execution and delivery of any additional instruments necessary to consummate the Offer, the Merger and to fully carry out the purposes of this Agreement. The Company and Parent shall, subject to applicable Law, promptly (x) cooperate and coordinate with the other in the taking of the actions contemplated by clauses (i), (ii), (iii), (iv) and (v) immediately above and (y) supply the other with any information that may be reasonably required in order to effectuate the taking of such actions. Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement; provided. If the Company or Parent receives a request for additional information or documentary material from any Governmental Entity with respect to the transactions contemplated by this Agreement, howeverthen it shall use reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request, and, if permitted by applicable Law and by any applicable Governmental Entity, provide the other party’s counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Entity in respect of any filing made thereto in connection with the transactions contemplated by this Agreement. Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult with the other on and consider in good faith the views of the other in connection with, all of the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries and Representatives, that appears in any filing made with, or written materials submitted to, any Third Party or Governmental Entity in connection with the -------- ------- Offer, the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing rights, each of Parent and the Company shall act reasonably and as promptly as reasonably practicable. Information disclosed pursuant to this Section 6.09(a) shall be subject to the Confidentiality Agreement, and the parties hereto shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations thereunder. Neither Parent nor the Company shall commit to or agree (or permit their respective Subsidiaries to commit to or agree) with any Governmental Entity to stay, toll or extend any applicable waiting period under no the HSR Act or other applicable Antitrust Laws, without the prior written consent of the other (such consent not to be unreasonably withheld or delayed). Without limiting the foregoing, the parties shall request and shall use reasonable commercial efforts to obtain early termination of the waiting period under the HSR Act. (b) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any Person (other than a Governmental Entity) with respect to the Merger, (i) without the prior written consent of Parent (which shall not be unreasonably delayed, conditioned or withheld), none of the Company or any of its Subsidiaries shall pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability or other obligation due to such Person and (ii) neither Parent nor Merger Sub shall be required to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability or other obligation. (c) Without limiting the generality of the undertakings pursuant to Section 6.09(a) hereof, the parties hereto shall (i) provide or cause to be provided as promptly as reasonably practicable to Governmental Entities with jurisdiction over the Antitrust Laws (each such Governmental Entity, a “Governmental Antitrust Authority”) information and documents requested by any Governmental Antitrust Authority as necessary, proper or advisable to permit consummation of the transactions contemplated by this Agreement, including preparing and filing any notification and report form and related material required under the HSR Act and any additional consents and filings under any other Antitrust Laws as promptly as practicable following the date of this Agreement and thereafter to respond as promptly as practicable to any request for additional information or documentary material that may be made under the HSR Act or any other applicable Antitrust Laws and (ii) subject to the terms set forth in Section 6.09(f) hereof, use their reasonable best efforts to take such actions as are necessary or advisable to obtain prompt approval of the consummation of the transactions contemplated by this Agreement by any Governmental Entity or expiration of applicable waiting periods. (d) Each of Parent and the Company shall use reasonable commercial efforts to cooperate with each other in (i) determining whether any filings are required to be made with, or consents, Permits, authorizations, advance ruling certificates, no-action letters, waivers or approvals are required or advisable to be obtained from, any Third Parties or Governmental Entities under any other applicable Laws in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, and (ii) timely making all such required filings and timely seeking all such required consents, Permits, authorizations, advance ruling certificates, no-action letters or approvals. (e) In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging the Offer, the Merger or any other transaction contemplated by this Agreement, or any other agreement contemplated hereby, the Company shall cooperate in all respects with Parent and Merger Sub and shall use its reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. Notwithstanding anything in this Agreement to the contrary, none of Parent, Merger Sub or any of their Affiliates shall be required to defend, contest or resist any action or proceeding, whether judicial or administrative, or to take any action to the extent that the Board of Directors shall conclude have vacated, lifted, reversed or overturned any Order, in good faith, after consultation connection with the transactions contemplated by this Agreement. (f) Notwithstanding anything to the contrary set forth in this Agreement, none of the Company's outside counsel, Parent, Merger Sub or any of their respective Subsidiaries shall be required to (and the Company may not, without the prior written consent of Parent) become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (i) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of the Company, the Surviving Corporation, Parent, Merger Sub or any of their respective Subsidiaries, (ii) conduct, restrict, operate, invest or otherwise change the assets, business or portion of business of the Company, the Surviving Corporation, Parent, Merger Sub or any of their respective Subsidiaries in any manner, or (iii) impose any restriction, requirement or limitation on the operation of the business or portion of the business of the Company, the Surviving Corporation, Parent, Merger Sub or any of their respective Subsidiaries. (g) The Company and Parent shall each keep the other reasonably informed as to the status of any Transaction Litigation and give each other the opportunity to participate in the defense, settlement and/or prosecution of any Transaction Litigation; provided that neither the Company nor any of its Subsidiaries or Company Representative shall compromise, settle, come to an arrangement regarding or agree to compromise, settle or come to an arrangement regarding any Transaction Litigation or consent to the same unless Parent shall first have consented thereto in writing, such action could consent not to be inconsistent with the Board of Directors' fiduciary obligations under applicable lawunreasonably withheld or delayed.

Reasonable Best Efforts. Upon the terms and subject to ----------------------- the conditions set forth in this Agreement, each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actionsactions (including entering into transactions), and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to prepare the Consent Statement and the Schedule 13E-3 and to consummate and make effective, in the most expeditious manner practicable, the Merger, and the other transactions contemplated by this Agreement, including (ai) the prompt making of their respective filings and thereafter the making of any other required submission with respect to the Merger, (ii) the obtaining of all additional necessary actions or non-actions, waivers, consents and approvals from any applicable federal, state, foreign or supranational court, commission, governmental body, regulatory or administrative agency, authority or tribunal of competent jurisdiction (a “Governmental Entities Entity”) and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by from any Governmental Entity, (biii) the obtaining of all necessary consents, approvals or waivers from third parties, (civ) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (dv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement; provided, however, that the -------- ------- Company shall be under no obligation to take any action to the extent that the Board of Directors shall conclude in good faith, after consultation with the Company's outside counsel, that such action could be inconsistent with the Board of Directors' fiduciary obligations under applicable law.

Reasonable Best Efforts. Upon the terms and subject (a) Subject to ----------------------- the conditions set forth in this AgreementSection 5.2, each of the parties agrees to hereto will use its reasonable best efforts to take, or cause to be taken, all actionsappropriate action, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective, in effective the most expeditious manner practicable, the Merger, and the other transactions contemplated by this Agreement. Such reasonable best efforts shall include, including (a) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entitywithout limitation, (bi) the obtaining of all necessary consents, approvals or waivers from third parties, (c) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or parties and governmental authorities necessary to the consummation of the transactions contemplated by this Agreement and (ii) opposing vigorously any litigation or administrative proceeding relating to this Agreement or the transactions contemplated hereby, including seeking to have including, without limitation, promptly appealing any stay or temporary restraining order entered by any adverse court or agency order. Notwithstanding the foregoing or any other provisions contained in this Agreement to the contrary, neither Parent nor any of its affiliates shall be under any obligation of any kind to agree with any Governmental Entity vacated Entity, including but not limited to any governmental or reversedregulatory authority with jurisdiction over the enforcement of any applicable federal, state, local and foreign antitrust, competition or other similar laws, or any other party to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise) particular assets or categories of assets or businesses of any of the Company, Parent or any of Parent's affiliates. (b) The Company shall give and make all required notices, filings and reports to the appropriate persons with respect to the Permits and Environmental Permits and comply with all applicable requirements under Environmental Laws that may be necessary for the sale and purchase of the business and the ownership, operation and use of the assets of Surviving Corporation by Parent after the Effective Time. (c) The Company and its Board of Directors shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger, this Agreement or any of the other transactions contemplated by the foregoing and (dii) if any state takeover statute or similar statute or regulation becomes applicable to the execution and delivery of Offer, the Merger, this Agreement or any additional instruments other transactions contemplated by the foregoing, take all action necessary to consummate ensure that the Offer, the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger and the other transactions contemplated by this Agreement; provided, however, that the -------- ------- Company shall be under no obligation to take any action to the extent that the Board of Directors shall conclude in good faith, after consultation with the Company's outside counsel, that such action could be inconsistent with the Board of Directors' fiduciary obligations under applicable law.

Reasonable Best Efforts. Upon the terms and subject to ----------------------- the conditions set forth in this Purchase Agreement, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger, and the other transactions contemplated by this AgreementPurchase Agreement and the Collateral Agreements, including using reasonable best efforts to accomplish the following: (ai) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or non-actionsnonactions, waivers, permits, consents and approvals from Governmental Entities Bodies and the making of all necessary registrations registrations, notices, amendments, applications and other filings (including filings with Governmental EntitiesBodies, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental EntityBody, (biii) the obtaining of all necessary consents, approvals approvals, releases or waivers from third partiesThird Parties, including consent to and approval of the novation or assignment of Contracts, (civ) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Purchase Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Body vacated or reversed, and reversed (dv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Purchase Agreement and the Collateral Agreements, (vi) the implementation of the provisions of Section 5.4 in a manner that avoids the interruption of the provision of pay and employee benefits from and after the Closing Date and (vii) the provision by Seller to Buyer of at least two weeks advance notice of any material Benefit Plan changes that impact Business Employees. Not limiting the generality of the foregoing, Seller and Buyer shall, or shall cause any ultimate parent entity with respect thereto to, use reasonable best efforts to (a) take promptly all actions necessary to make the filings required under the HSR Act or Competition Laws of any foreign jurisdiction (and in any event each party shall, or shall cause its ultimate parent entity to, use its reasonable best efforts to, make such filings no later than the date that is 10 Business Days after the date hereof), (b) comply at the earliest practicable date with any request for additional information received by Seller or Buyer or their Affiliates from the Federal Trade Commission or the Antitrust Division of the Department of Justice pursuant to the HSR Act or Competition Laws of any foreign jurisdiction, and (c) cooperate with each other in connection with their respective filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement; providedPurchase Agreement commenced by either the Federal Trade Commission, howeverthe Antitrust Division of the Department of Justice or state attorneys general or any foreign jurisdiction. For purposes of this Section 5.5, that the -------- ------- Company reasonable best efforts of any party hereto shall be include payment by such party (or its Affiliates) of all standard fees and expenses which are legal obligations of such party related to obtaining any consents from a Governmental Body, including all fees incurred in connection with all filings under no obligation to take any action to Competition Laws (including the extent that the Board of Directors shall conclude in good faith, after consultation with the Company's outside counsel, that such action could be inconsistent with the Board of Directors' fiduciary obligations under applicable lawHSR Act and EC Common Market).

Reasonable Best Efforts. Upon (a) Subject to the terms and subject to ----------------------- the conditions set forth in of this Agreement, each of the parties agrees to Company and Parent shall use its their respective reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law to consummate and make effective, in the most expeditious manner practicable, the Merger, and the other transactions contemplated by this AgreementAgreement as promptly as practicable after the date hereof and in no event later than the End Date, including (ai) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities Authorities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromAuthorities, or to avoid an action or proceeding by any Governmental Entityif any), (bii) the delivery of required notices to, and the obtaining of all necessary consents, approvals required consents or waivers from third partiesfrom, Third Parties (cprovided that the Company shall not be obligated to make any payment or commercial concession to any Third Party, or incur any liability, as a condition to (or in connection with) obtaining any such consent or waiver, unless such payment, concession or liability is requested by Parent and is conditioned and effective only upon the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversedClosing), and (diii) the execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement. Notwithstanding anything to the contrary set forth in this Agreement, Parent’s and Merger Sub’s obligations under this Agreement (including this Section 6.12) are subject to, and the parties hereto agree to, the terms and conditions set forth on Section 6.12(a) of the Parent Disclosure Schedule, and Parent and Merger Sub shall not be in breach of this Agreement to the extent Parent or Merger Sub relies on or acts in accordance with the limitations set forth in Section 6.12(a) of the Parent Disclosure Schedule. (b) In furtherance and not in limitation of the foregoing, each of the Company and Parent (and their respective Affiliates, if applicable) shall: (i) promptly, but in no event later than ten (10) Business Days after the date hereof, file any and all notices, reports and other documents required to be filed by such party under the HSR Act with respect to the Merger and the other transactions contemplated by this Agreement; provided that if there are any changes in the applicable regulations under the HSR Act between the date hereof and the date of filing pursuant to the HSR Act, then the Company and Parent shall use reasonable best efforts to file or cause to be filed any and all required notification and report forms under the HSR Act as promptly as commercially practicable thereafter; (ii) except as otherwise set forth in Section 6.12(b) of the Company Disclosure Schedule, promptly, but in no event later than twenty (20) Business Days after the date hereof, make all filings necessary to timely obtain all consents, permits, authorizations, waivers, clearances and approvals, and shall cause the expiration or termination of any applicable waiting periods, as may be required under the Antitrust Laws or Foreign Investment Laws of the jurisdictions set forth on Section 7.01(c) of the Company Disclosure Schedule (to the extent required or advisable); and (iii) as promptly as reasonably practicable provide such information as may reasonably be requested by the U.S. Department of Justice (the “DOJ”) or the Federal Trade Commission (the “FTC”) under the HSR Act or by any other Governmental Authority under applicable Antitrust Laws or Foreign Investment Laws in connection with the Merger and the other transactions contemplated by this Agreement, as well as any information required to be submitted to comply with a request for additional information in order to commence or end a statutory waiting period. Parent shall pay all filing fees under the HSR Act and other applicable Antitrust Laws or Foreign Investment Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Authority in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws, in connection with the Merger or the other transactions contemplated by this Agreement. (c) Without limiting the generality of anything contained in this Section 6.12, each party hereto shall use reasonable best efforts to: (i) give the other parties prompt notice of the making or commencement of any substantive request, inquiry or Proceeding by any Governmental Authority with respect to the Merger and the other transactions contemplated by this Agreement; (ii) keep the other parties reasonably informed as to the status of any such request, inquiry or Proceeding; (iii) promptly inform the other parties of any substantive communication to or from the FTC, DOJ or any other Governmental Authority to the extent regarding the Merger and the other transactions contemplated by this Agreement, or regarding any such request, inquiry or Proceeding, and provide a copy of all substantive written communications; and (iv) in the case of Parent, pull and re-file any notice under the HSR Act only after consulting in good faith with the other party. Subject to Applicable Law, in advance and to the extent practicable, each of Parent or the Company, as the case may be, will consult the other on all the material information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement and shall consider in good faith all comments reasonably proposed by Parent or the Company, as the case may be; provided, however, that either party may limit access to information solely to those individuals acting as outside antitrust counsel for the other parties (provided that such counsel shall not disclose such information to such other parties and shall enter into a joint defense agreement with the providing party). In addition, except as may be prohibited by any Governmental Authority or by any Applicable Law, in connection with any such request, inquiry or Proceeding in respect of the Merger and the other transactions contemplated by this Agreement, each party hereto will permit authorized Representatives of the other party to be present at each substantive meeting or conference relating to such request, inquiry or Proceeding and to have access to and be consulted in connection with any substantive document, opinion or proposal made or submitted to any Governmental Authority in connection with such request, inquiry or Proceeding. (d) In furtherance and not in limitation of the foregoing, Xxxxxx agrees to take promptly any and all steps necessary to avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers under the Antitrust Laws that may be required by any Governmental Authority, so as to enable the parties hereto to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable (and in any event no later than the End Date), including (i) committing to or effecting, by consent decree, hold separate order, trust, or otherwise, the sale, divestiture, license, transfer, assignment or other disposition of assets or businesses of the Company or its Subsidiaries and controlled Affiliates, (ii) terminating, relinquishing, modifying, transferring, assigning, restructuring, or waiving existing agreements, licenses, collaborations, relationships, ventures, contractual rights, obligations or other arrangements of the Company or its Subsidiaries and controlled Affiliates and (iii) creating or consenting to create or enter into any agreements, licenses, collaborations, relationships, ventures, contractual rights, obligations, behavioral undertakings or other arrangements (and, in each case, to enter, or offer to enter, into agreements and stipulate to the entry of an Order or file appropriate applications with any Governmental Authority in connection with any of the foregoing and in the case of actions by or with respect to the Company or its Subsidiaries or its or their businesses or assets, by consenting to such action by the Company; provided, however, that any such action may, at the discretion of the Company, be conditioned upon consummation of the Merger and the other transactions contemplated by this Agreement) (each action contemplated by clauses (i) through (iii) a “Specified Action”). Parent and the Company shall cooperate in any proposal, negotiation, or offer to commit and to effect, by consent decree, hold separate order or otherwise, any and all Specified Actions or otherwise to offer to take or offer to commit (and if such offer is accepted, commit to and effect) to take any Specified Action as may be required to resolve any Governmental Authority’s objections to the Merger and the other transactions contemplated by this Agreement; provided, howeverthat Parent shall control strategy, that the -------- ------- communications, and timing with respect to parties’ efforts to obtain any necessary or advisable consents, approvals or non-objections, or expiration or termination of any waiting period under any Antitrust Laws. The Company shall be under no obligation not take or commit to take any Specified Action without Parent’s consent. (e) In the event that any Proceeding is commenced challenging the Merger and the other transactions contemplated by this Agreement and such Proceeding seeks, or would reasonably be expected to seek, to prevent consummation of the Merger and the other transactions contemplated by this Agreement, Parent and Merger Sub shall take any and all action with respect to the extent that Parent or the Board Company or their respective Subsidiaries and controlled Affiliates to resolve any such Proceeding and each of Directors shall conclude in good faith, after consultation with the Company's outside counsel, Parent and Merger Sub shall cooperate with each other to contest any such Proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger and the other transactions contemplated by this Agreement. (f) Neither Parent nor Merger Sub shall, nor shall they permit Silver Lake Alpine Fund II, L.P. or any of their respective Subsidiaries and controlled Affiliates (for the avoidance of doubt, excluding portfolio companies of any Equity Investor) to, acquire or agree to acquire any rights, assets, business, Person or division thereof (through acquisition, license, joint venture, collaboration or otherwise), if such acquisition would reasonably be expected to (x) impose any material delay in the obtaining of, or materially increase the risk of not obtaining any applicable clearance, consent, approval, waiver, waiting period expiration or termination, non-action could or other authorization, or cause Parent, Merger Sub or the Company to be inconsistent required to obtain any additional clearance, consent, approval, waiver, waiting period expiration or termination, non-action or other authorization, under Applicable Laws with respect to the Board Merger and the other transactions contemplated by this Agreement, (y) materially increase the risk of Directors' fiduciary obligations under applicable lawany Governmental Authority entering an Order prohibiting the transactions contemplated by this Agreement, or (z) materially delay the consummation of the transactions contemplated by this Agreement. (g) Notwithstanding the foregoing or any other provision of this Agreement, except as expressly set forth in Section 6.12(f) (subject to the limitations therein) or in Schedule 6.12 of the Company Disclosure Schedule, nothing in this Section 6.12 or any other provision of this Agreement shall require Parent or Merger Sub to, or cause any of their Affiliates to, take or agree to take, or to refrain from taking, any action contemplated by Section 6.12, including any Specified Action, with respect to the assets, properties, business or operations of (x) any Affiliates of the Parent, including Silver Lake, any investment funds or investment vehicles affiliated with, or managed or advised by, Silver Lake, or any portfolio company (as such term is commonly understood in the private equity industry) or direct or indirect investment of Silver Lake or of any investment fund or investment vehicle, or any interest therein, in each case, other than the Company, or its Subsidiaries and controlled Affiliates or (y) any Equity Investor or any Affiliates of any Equity Investor, or their respective portfolio companies (as such term is commonly understood in the private equity industry).

Reasonable Best Efforts. Upon (a) The terms of the Acquisition at the date of publication of the Scheme Document shall be set out in the Rule 2.5 Announcement and the Scheme Document, to the extent required by applicable Law. (b) Subject to the terms and subject to ----------------------- the conditions set forth in of this Agreement, each of the parties agrees to Party will use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to achieve satisfaction of the Conditions and to consummate the Acquisition and make effectiveeffective the Transactions, as soon as practicable after the date hereof, including using reasonable best efforts in (i) preparing and filing, in consultation with the most expeditious manner practicableother Party and as promptly as practicable and advisable after the date hereof, the Mergerall documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Acquisition, Scheme, or any of the other transactions contemplated by this AgreementTransactions, including (aii) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities, including any required action or non-action from the applicable Governmental Entities and under the making of all necessary registrations and filings (including filings with Governmental Entities) and Antitrust Laws, the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromDPA, Foreign Investment Laws, or other Laws related to avoid an action or proceeding by any Governmental Entity, the Regulatory Clearances and (biii) the obtaining of all necessary consents, approvals or waivers from third parties, (c) the contesting and defending of any lawsuits or other legal proceedings, whether judicial or administrative, Proceedings challenging this Agreement or the consummation of the transactions contemplated herebyAcquisition or any of the other Transactions, including (A) seeking to have any stay or temporary restraining order (or other Order) entered by any court or Governmental Entity vacated, reversed or terminated and (B) defending through litigation on the merits any claim asserted in court by any Person to avoid entry of, or to have vacated, reversed or terminated, any Order (whether temporary, preliminary or permanent) that would restrain or prevent Completion from occurring prior to the Outside Date. In furtherance and not in limitation of the foregoing, each Party agrees to make, as promptly as reasonably practicable, (I) an appropriate filing of a Notification and Report Form pursuant to the HSR Act, (II) a joint voluntary notice with the Committee on Foreign Investment in the United States in accordance with Section 721 of the Defense Production Act of 1950, as amended (the “DPA”), (III) any filing, notification, submission or report required pursuant to non-U.S. Antitrust Laws, (IV) appropriate filings, notifications, submissions or reports, if any are required or voluntarily submitted, pursuant to the Foreign Investment Laws and (V) appropriate filings, notifications, submissions or reports related to all other Regulatory Clearances. (c) Each of Aon and WTW shall, in connection with the efforts referenced in Section 8.2(b), (i) cooperate in all respects and consult with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any Proceeding initiated by a private party, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions; (ii) promptly inform the other Party of any communication, inquiry or investigation received by such Party from, or given by such Party to, the Antitrust Division of the Department of Justice (the “DOJ”), the Federal Trade Commission (the “FTC”) or any other Governmental Entity vacated or reversedEntity, by promptly providing copies to the other Party of any such written communications, and (d) the execution and delivery of any additional instruments necessary to consummate material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated by this AgreementTransactions; provided, however, that materials may be redacted or withheld (A) to remove references concerning the -------- ------- Company valuation of Aon, WTW or any of their Subsidiaries, (B) as necessary to comply with contractual arrangements in effect as of the date hereof, and (C) as necessary to address reasonable privilege or confidentiality concerns (collectively, “Permitted Redactions”); and (iii) permit the other Party to review in advance any communication that it gives to, and consult with each other in advance of any meeting, substantive telephone call or conference with, the DOJ, the FTC or any other Governmental Entity, or, in connection with any Proceeding by a private party, with any other Person subject to Permitted Redactions, and to the extent permitted by the DOJ, the FTC or any other applicable Governmental Entity or other Person, give the other Party the opportunity to attend and participate in any meeting, telephone call or conference with the DOJ, the FTC or any other Governmental Entity or other Person. (d) In furtherance and not in limitation of the covenants of the Parties contained in Section 8.2 and this Section 8.2(d), each Party shall use its reasonable best efforts to resolve objections, if any, as may be asserted with respect to the Transactions under any Antitrust Law or the DPA, Foreign Investment Laws, or other Laws related to the Regulatory Clearances including agreeing to any terms, conditions or modifications (including Aon, WTW or any of their respective Subsidiaries having to immediately cease operating, license, sell or otherwise dispose of any assets or businesses (including the requirement that any such assets or businesses be held separate)) (such actions, “Disposition Actions”) with respect to obtaining the expiration or termination of any waiting period or any consents, permits, waivers, approvals, authorizations or orders in connection with the consummation of the Transactions; provided, however, neither WTW nor Aon shall be required to take, and neither WTW nor Aon shall take without the prior written consent of the other Party, such Disposition Actions under no obligation this Section 8.2(d) that would result in, or would be reasonably likely to result in, the sale or disposition of assets or businesses and/or the termination of any business (in any jurisdiction(s)) that directly generated more than $1,800,000,000 of the annual combined consolidated revenues of Aon and its Subsidiaries and WTW and its Subsidiaries during the 12 month period ending as of December 31, 2019 (the “Disposition Cap”). Notwithstanding the foregoing, subject to Section 8.2(e), at the written request of Aon, WTW shall, and shall cause its Subsidiaries to, agree to take any such Disposition Actions, including any such Disposition Actions that would result in, or would be reasonably likely to result in the sale or disposition of assets or businesses and/or the termination of any business (in any jurisdiction(s)) in excess of the Disposition Cap, so long as the effectiveness of such actions are conditioned upon Completion. Nothing in this Section 8.2(d) shall require Aon, WTW or their respective Subsidiaries to take or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon Completion. (e) Subject to the extent last sentence of this Section 8.2(e), Aon and WTW shall jointly develop, and each of the Parties shall consult and cooperate with one another, and consider in good faith the views of one another, with respect to (i) the strategy, timing and form for obtaining any necessary approval of, for responding to any request from, inquiry or investigation by, or execution of any remedy required by, any Governmental Entity that has authority to enforce any Antitrust Law or any Law related to any other Regulatory Clearance (including directing the Board timing, nature and substance of Directors all such responses, including any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party in connection with the subject matter of this Section 8.2), and (ii) the defense and settlement of any action brought by or before any Governmental Entity that has authority to enforce any Antitrust Law; provided, however, that in the event of any disagreement between the Parties with respect to the matters described in the foregoing clause (i) or (ii), the General Counsel of Aon and the General Counsel of WTW shall conclude seek to resolve such disagreement reasonably and in good faith, after consultation with the Company's outside counsel; provided, that if the General Counsels of the Parties cannot resolve any such action could disagreement, the Chief Financial Officer of Aon and the Chief Financial Officer of WTW shall seek to resolve such disagreement reasonably and in good faith; provided, further, that if the Chief Financial Officers of the Parties cannot resolve any such disagreement, the Chief Executive Officer of Aon and the Chief Executive Officer of WTW shall seek to resolve such disagreement reasonably and in good faith; provided, further, that if the Chief Executive Officers of the Parties cannot resolve any such disagreement, the determination of the Chief Executive Officer of Aon shall prevail. (f) Subject to Section 8.2(d), each of Aon and WTW shall use its reasonable best efforts to obtain the expiration or termination of all waiting periods and all consents, waivers, authorizations and approvals of all third parties (other than Governmental Entities) necessary, proper or advisable for the consummation of the Transactions and to provide any notices to third parties required to be inconsistent with provided prior to the Board Effective Time; provided that, without the prior written consent of Directors' fiduciary obligations under applicable lawthe other Party, neither Party shall incur any significant expense or liability, enter into any significant new commitment or agreement or agree to any significant modification to any contractual arrangement to obtain such consents or certificates. (g) In the event that the latest date on which the High Court and/or the Panel would permit Completion to occur is prior to the Outside Date, the Parties shall use their respective reasonable best efforts to obtain consent of the High Court and/or the Panel, as applicable, to an extension of such latest date (but not beyond the Outside Date). If (i) the High Court and/or the Panel require the lapsing of the Scheme prior to the Outside Date, or

Reasonable Best Efforts. Upon Subject to Section 6.3(d): (a) Prior to the terms Closing, Parent, Merger Sub and subject to ----------------------- the conditions set forth in this Agreement, each of the parties agrees to Company shall use its their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under any applicable Laws to consummate and make effective, effective in the most expeditious manner practicablepossible the Transactions including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transactions, (ii) the satisfaction of the other parties’ conditions to consummating the Transactions, (iii) taking all reasonable actions necessary to obtain (and cooperation with each other in obtaining) any consent, authorization, Order or approval of, or any exemption by, any third party, including any Governmental Entity (which actions shall include furnishing all information in connection with approvals of or filings with any Governmental Entity or Insurance Regulator) required to be obtained or made by Parent, Merger Sub, the Merger, and Company or any of their respective Subsidiaries in connection with the other transactions Transactions or the taking of any action contemplated by the Transactions or by this Agreement, including (a) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity, (b) the obtaining of all necessary consents, approvals or waivers from third parties, (c) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversedRequired Insurance Approvals, and (div) the execution and delivery by the Company of any additional instruments necessary to consummate the transactions contemplated by Transactions and to fully carry out the purposes of this Agreement; provided. Additionally, however, that each of Parent and the -------- ------- Company shall be under no obligation use all reasonable best efforts to fulfill all conditions precedent to the Merger and shall not take any action after the date of this Agreement that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to Closing. At least two (2) Business Days prior to the extent Closing, Parent and Merger Sub, on the one hand, and the Company, on the other hand, shall confirm in writing to each other that they are ready, willing, and able to effect the Board Closing of Directors the Transactions (the “Closing Confirmation”). (b) Prior to the Closing, each party shall conclude promptly consult with the other parties to this Agreement with respect to, and provide any necessary information with respect to (and, in good faiththe case of correspondence, provide the other parties (or their counsel) copies of), all filings made by such party with any Governmental Entity or any other information supplied by such party to, or correspondence with, a Governmental Entity in connection with this Agreement and the Transactions. Each party to this Agreement shall promptly inform the other parties to this Agreement of any communication from any Governmental Entity regarding any of the Transactions. If any party to this Agreement or any Affiliate of such parties receives a request for additional information or documentary material from any Governmental Entity with respect to the Transactions, then such party will use reasonable best efforts to make, or cause to be made, promptly and after consultation with the other parties to this Agreement, an appropriate response in compliance with such request. To the extent that transfers of any permits issued by any Governmental Entity are required as a result of the execution of this Agreement or the consummation of the Transactions, the parties hereto shall use reasonable best efforts to effect such transfers. (c) The Company and Parent shall use reasonable best efforts to obtain the Required Insurance Approvals as promptly as practicable in each relevant jurisdiction and shall use reasonable best efforts to respond, as promptly as practicable, to any inquiries received from any Insurance Regulator or other Governmental Entity in connection with insurance regulatory matters, as promptly as practicable. Each of Parent and the Company shall use all reasonable best efforts to resolve such objections, if any, as may be asserted by any Insurance Regulator or other Governmental Entity with respect to the Transactions under any Insurance Law. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 6.3(c) shall limit the right of any party hereto to terminate this Agreement pursuant to Section 8.1, so long as such party hereto has, up to the time of termination, complied in all material respects with its obligations under this Section 6.3(c). (d) Notwithstanding Section 6.3(a) through Section 6.3(c) or any other provision of this Agreement to the contrary, in no event shall Parent or its Subsidiaries (including Merger Sub and, after the Closing, the Surviving Corporation and its Subsidiaries) or Affiliates be required to agree to, or the Company be permitted to agree to, (i) any prohibition of or limitation on its or their ownership (or any limitation that would affect its or their operation) of any portion of their respective businesses or assets, including after giving effect to the Transactions, (ii) divest, hold separate or otherwise dispose of any portion of its or their respective businesses or assets, including after giving effect to the Transactions, (iii) any limitation on its or their ability to effect the Merger, or the ability of the Company (or Merger Sub) or its or their respective subsidiaries to acquire or hold or exercise full rights of ownership of any capital stock of the Company or any Subsidiary of the Company's outside counsel, (iv) would require Parent or any of its Affiliates to contribute additional capital and surplus to the Insurance Subsidiary in an amount materially in excess of that which would be required to meet the capital targets projected in the financial projections and plan of operations submitted to the Insurance Regulator in the Form A or to enter into or provide any keep-well, capital maintenance agreement or similar arrangement that would obligate Parent or any of its Affiliates to maintain capital or surplus of the Insurance Subsidiary in an amount materially in excess of that which would be required to meet the aforementioned capital targets, in each case so long as such capital targets projected in such financial projections or plan of operations have a risk based capital in all quarters of at least the reasonable amount expected to be included in similarly situated companies, (v) impose any dividend limitation other than those provided under Law, (vi) would materially and adversely affect the economic benefits reasonably anticipated by Parent and its Affiliates to be derived under this Agreement or in connection with the transactions contemplated hereby, or (vii) any other limitation on its or their ability to effectively control their respective businesses or any limitation that would affect its or their ability to control their respective operations, including after giving effect to the Transactions (any such action could be inconsistent or limitation described in clauses (i) through (vii) of this Section 6.3(d), a “Restriction”). Nothing in this Section 6.3(d) shall require any party to take or agree to take any such action with respect to its business or operations pursuant to this Section 6.3(d) unless the Board effectiveness of Directors' fiduciary obligations under applicable lawsuch agreement or action is conditioned upon the Closing.

Reasonable Best Efforts. (a) Upon the terms and subject to ----------------------- the conditions set forth in this Agreement, each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger, Amalgamation and the other transactions contemplated by this Agreement, including (ai) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by by, any Governmental Entity, (bii) the obtaining of all necessary consents, approvals or waivers from third parties, (ciii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyby this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (div) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Without limitation of the foregoing, Partners and NTL shall, and shall cause each of their subsidiaries to, and, in the case of Partners, shall use its reasonable best efforts to cause its Significant Affiliates to, promptly supply such information as is reasonably necessary to enable the confirmations and indications referred to in Section 6.1(c) to be obtained. (b) In connection with and without limiting the foregoing, Partners and NTL shall (i) take all action necessary to ensure that no takeover statute or similar statute or regulation (other than the U.K. City Code on Takeovers and Mergers in relation to Cable London) is or becomes applicable to the Amalgamation, this Agreement, or any of the other transactions contemplated by this Agreement and (ii) if any takeover statute or similar statute or regulation becomes applicable to the Amalgamation, this Agreement, or any other transaction contemplated by this Agreement; provided, however, take all action necessary to ensure that the -------- ------- Company shall Amalgamation and the other transactions contemplated by this Agreement may be under no obligation consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to take any action to minimize the extent that effect of such statute or regulation on the Board of Directors shall conclude in good faith, after consultation with Amalgamation and the Company's outside counsel, that such action could be inconsistent with the Board of Directors' fiduciary obligations under applicable lawother transactions contemplated by this Agreement.

Reasonable Best Efforts. Upon (a) Subject to the terms and subject to ----------------------- the conditions set forth in of this Agreement, the Company and the Purchaser each of the parties agrees agree to use its their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the transactions contemplated by this Agreement as promptly as practicable. Following Closing, the Company and make effectivethe Purchaser each agree to use their respective reasonable best efforts to obtain and maintain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that the Company and the Purchaser mutually agree should be sought in connection with the transactions contemplated by this Agreement and the other Transaction Documents. (b) In furtherance and not in limitation of the foregoing, following the Closing, in the most expeditious manner practicableevent that the conversion of the Company Preferred Stock to Company Common Stock or the exercise of the Warrants by the Purchaser would require a filing under the HSR Act, then, the MergerPurchaser, on the one hand, and the Company, on the other hand, shall (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as required by the HSR Act as promptly as practicable following such determination, (ii) supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and (iii) use its reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable; provided, that nothing herein shall prohibit the Purchaser or the Company from, in good faith, seeking to limit the scope or content of any such request. (c) In furtherance and not in limitation of the foregoing, following Closing, each of the Company and the Purchaser shall use its respective reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission with a Governmental Authority in connection with this Agreement and the other Transaction Documents or the transactions contemplated hereby and thereby and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the transactions contemplated hereby, including any proceeding initiated by a private party, including by (A) defending against all lawsuits or other legal, regulatory, administrative or other proceedings to which it or any of its Affiliates is a party challenging or affecting this Agreement or the other Transaction Documents or the consummation or the transactions contemplated by this Agreement or the other Transaction Documents, in each case until the issuance of a final, non-appealable order with respect to each such lawsuit or other proceeding, (B) seeking to have lifted or rescinded any Governmental Order which may adversely affect the ability of the parties to consummate the transactions contemplated hereby, in each case until the issuance of a final, non-appealable Governmental Order with respect thereto and (C) executing and delivering any additional instruments necessary to consummate the transactions contemplated hereby, and (ii) keep the other party informed in all material respects and on a reasonably timely basis of (x) any substantive communications received by such party from, or given by such party to any Governmental Authority and of any substantive communications received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated by this Agreement and (y) the status of any request, inquiry, investigation, action or legal proceeding from, by or before any Governmental Authority or third party with respect to the transactions contemplated by this Agreement. Subject to applicable Law relating to the exchange of information, each of the Company and the Purchaser shall have the right to review in advance, and will consult the other parties or party on and consider in good faith the views of the other parties or party in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with the transactions contemplated by this Agreement. In addition, except as may be prohibited by any Governmental Authority or by any applicable Law, in connection with any request, inquiry, investigation, action or legal proceeding by or from any Governmental Authority with respect to the transactions contemplated by this Agreement, including (aeach of the Company, on the one hand, and the Purchaser, on the other hand, will permit authorized representatives of the other party to be present at each substantive meeting or conference with a Governmental Authority relating to such request, inquiry, investigation, action or legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Authority in connection with such request, inquiry, investigation, action or legal proceeding. With respect to any materials required to be given by either party to the other party pursuant to this Section 4.01(c), such first party may limit such materials to such second Party’s outside counsel and may redact or withhold competitively sensitive or confidential information, instead of directly to such second party. The obligations set forth in this Section 4.01(c) shall not apply with respect to the obtaining PRC Approvals, except that the Purchaser shall regularly update the Company and keep the Company informed on a reasonably timely basis as to the status and timing of all necessary actions or non-actions, waivers, consents notifications and approvals from other substantive submissions to any PRC Governmental Entities Authority and the making expected timing of all necessary registrations the PRC Approvals. (d) In furtherance and filings (including filings with Governmental Entities) not in limitation of the foregoing, following Closing, each of the Company and the taking of all Purchaser shall use their respective reasonable steps best efforts to resolve such objections, if any, as may be necessary asserted by a Governmental Authority or other Person with respect to the transactions contemplated hereby. Notwithstanding the foregoing, nothing in this Agreement shall require, or be construed to require, the Company or its Subsidiaries to agree to sell, hold, divest, discontinue or limit, before or after the Closing Date, any material assets, businesses or interests of the Company or any of its Subsidiaries (e) In furtherance and not in limitation of the foregoing, the Purchaser shall make all appropriate filings required in connection with this Agreement, the other Transaction Documents and the transactions contemplated by this Agreement and the other Transaction Documents with NRDC and MOFCOM as promptly as practicable within the applicable period required by applicable Law, and with respect to the foreign exchange registration with the relevant SAFE or SAFE Designated Bank and all other filings, as promptly as practicable after obtaining or completing required prerequisite approvals and/or filings with respect to the outbound investment by the Purchaser contemplated hereby, and supply as promptly as practicable any additional information and documentary material that may be requested pursuant to applicable Law in connection with the PRC Regulatory Filings, and use reasonable best efforts to take, or cause to be taken, all actions necessary, proper or advisable to obtain an approval or waiver from, or the PRC Regulatory Filings as soon as is practicable and to avoid an action or proceeding by any Governmental Entity, (b) the obtaining of all necessary consents, approvals or waivers from third parties, (c) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or impediment to the consummation of the transactions contemplated herebyhereby under any applicable Laws of the PRC or orders from any PRC Governmental Authority, including seeking using reasonable best efforts to have take all such action as reasonably may be necessary to resolve such objections, if any, as any stay PRC Governmental Authority or temporary restraining Person may assert under any applicable Laws of the PRC or orders from any PRC Governmental Authority with respect to this Agreement or the other Transaction Documents or the transactions contemplated hereby and thereby. (f) For the purposes of this Section 4.01, “reasonable best efforts” shall be deemed to include, subject to the proviso below, complying with any requirements of applicable Law or order entered by any court or other Governmental Entity vacated or reversed, and (d) the execution and delivery of any additional instruments Governmental Authority that may be imposed in connection with seeking and obtaining any consents, approvals, authorizations, waivers or exemptions of any Governmental Authority necessary to consummate the transactions contemplated by this Agreement; provided, howeverthat, that for the -------- ------- Company purposes of this Section 4.01, “reasonable best efforts” shall not require, or be under no obligation deemed to require either party or any of its Affiliates to agree to or take any action that would result in any arrangements, conditions or restrictions imposed by any Governmental Authority that would, individually or in the aggregate, reasonably be expected to have (A) a material adverse effect on the anticipated economic benefit or value that such party reasonably expects to be realized from the transactions contemplated under this Agreement or the other Transaction Documents or (B) a material adverse effect on the businesses of such party and its Subsidiaries and Affiliates, taken as a whole. (g) Notwithstanding anything to the extent contrary herein or in any of the other Transaction Documents (including the Warrants), if the conversion of the Company Preferred Stock or Company Common Stock or the exercise of the Warrants by the Purchaser following Closing would result in the requirement for any material approval of a Governmental Authority to be obtained, the Company shall use reasonable best efforts to promptly obtain such approval of such Governmental Authority so that the Board conversion of Directors shall conclude in good faith, after consultation with the Company's outside counsel, that such action could Company Preferred Stock or Company Common Stock or the exercise of the Warrants by the Purchaser can be inconsistent with the Board of Directors' fiduciary obligations under applicable lawcompleted without delay.

Reasonable Best Efforts. (a) Upon the terms and subject to ----------------------- the conditions set forth in this Agreement, each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger, Merger and the other transactions contemplated by this Agreement, including (ai) the obtaining of all necessary actions or non-actions, waivers, consents consents, licenses and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval approval, waiver or waiver license from, or to avoid an action or proceeding by by, any Governmental Entity, (bii) the obtaining of all necessary consents, approvals or waivers from third partiesparties (and in furtherance thereof the Company, with the consent of Parent (which consent may not be unreasonably withheld), may make and commit to make payments to third parties and enter into or modify agreements), (ciii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement Agreement, or the consummation of the transactions contemplated herebyby this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (div) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to carry out fully the purposes of, this Agreement. Without limiting the foregoing, each of the parties hereto shall use its reasonable best efforts and cooperate in promptly preparing and filing as soon as practicable, and in any event within 20 business days after executing this Agreement, (i) notifications under the HSR Act and (ii) the FCC Application and related filings in connection with the Merger and the other transactions contemplated hereby, and to respond as promptly as practicable to any inquiries or requests received from the Federal Trade Commission (the "FTC"), the Antitrust Division of the United States Department of Justice (the "Antitrust Division"), the FCC and any other Governmental Entities for additional information or documentation and to respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matters or matters relating to the FCC Application. Each of the parties hereto, to the extent applicable, further agrees (i) to file (and, in the case of Parent to cause its affiliates to file) contemporaneously with the filing of the FCC Application any requests for temporary or permanent waivers of applicable FCC rules and regulations or rules and regulations of other Governmental Entities and in furtherance of those waiver requests to pledge to hold separate, to place in trust and/or to divest any of the businesses, product lines or assets of (A) the Company or any of its subsidiaries at any time after the Effective Time or (B) Parent or any of its affiliates at any time prior to, on or after the Effective Time, in each case as may be required under Current FCC Policy to obtain approval of the FCC Application (collectively, "Divestitures") in order to permit consummation of the Merger and the other transactions contemplated by this Agreement prior to the Termination Date (as defined in Section 7.1(e)) and (ii) to expeditiously prosecute such waiver requests and to diligently submit any additional information or amendments for which the FCC or any other relevant Governmental Entity may ask with respect to such waiver requests. Parent further covenants that, prior to the Effective Time, neither it nor any of its affiliates shall acquire any new or increased "attributable interest" or "meaningful relationship", each as defined in the FCC rules, in any media property ("Further Media Interest"), which Further Media Interest could not be held in common control with any Company Station by the Surviving Corporation following the Effective Time (including by virtue of the FCC's multiple ownership limits), without the prior written consent of the Company. (b) In connection with, but without limiting, the foregoing, the Company and its Board of Directors shall (i) use reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Merger or any of the other transactions contemplated by this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, the Merger or any of the transactions contemplated by this Agreement, use reasonable best efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. (c) In connection with, but without limiting, the foregoing, Parent shall use its reasonable best efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any antitrust, competition or trade regulatory laws, rules or regulations of any Governmental Entity ("Antitrust Laws") or any laws, rules or regulations of the FCC or other Governmental Entities relating to the broadcast, newspaper, mass media or communications industries (collectively, "Communications Laws") and will take all necessary and proper steps (including, without limitation, any Divestitures) as may be required (i) for securing the termination of any applicable waiting period or for the approval of the FCC Application under the Antitrust Laws or Communications Laws, in each case in order to permit the consummation of the Merger and the other transactions contemplated hereby prior to the Termination Date or (ii) by any domestic or foreign court or similar tribunal, in any suit brought by a private party or Governmental Entity challenging the transactions contemplated by this Agreement as violative of any Antitrust Law or Communications Law, in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that has the effect of preventing the consummation of any of such transactions. (d) Each of the parties hereto shall promptly provide the others with a copy of any inquiry or request for information (including any oral request for information), pleading, order or other document either party receives from any Governmental Entities with respect to the matters referred to in Section 5.6. (e) The Company shall give prompt notice to Parent and Sub, and Parent and Sub shall give prompt notice to the Company, of (i) any notice of, or other communication relating to, a default or event which, with notice or lapse of time or both, would become a default, if received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any Material Contract or (ii) any written notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement; provided, however, that the -------- ------- Company delivery of any notice pursuant to this Section 5.6 shall be under no obligation not cure such breach or non- compliance or limit or otherwise affect the remedies available hereunder to take the party receiving such notice. (f) Parent agrees to assume and become bound by the terms of any action of the Network Agreements if and to the extent that the Board of Directors shall conclude required thereby in good faith, after consultation connection with the Company's outside counsel, that such action could be inconsistent with the Board of Directors' fiduciary obligations under applicable lawtransactions contemplated by this Agreement.

Reasonable Best Efforts. (a) Upon the terms and subject to ----------------------- the conditions set forth in this Agreement, each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger, Merger and the other transactions contemplated by this AgreementAgreement and the Shareholders Agreements, including using reasonable best efforts to accomplish the following: (ai) the taking of all reasonable acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity, (biii) the obtaining of all necessary consents, approvals or waivers from third parties, (civ) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any of the Shareholders Agreements or the consummation of the Merger or the other transactions contemplated herebyby, and to fully carry out the purposes of, this Agreement and the Shareholders Agreements, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (dv) the execution and delivery of any additional instruments necessary to consummate the Merger and the other transactions contemplated by, and to fully carry out the purposes of, this Agreement and the Shareholders Agreements. (b) In connection with and without limiting the foregoing, each party shall use its reasonable best efforts to furnish to each other all information required for any filing, form, declaration, notification, registration and notice, other than confidential or proprietary information not directly related to the transactions contemplated by this Agreement; provided, howeverand to keep the other party reasonably informed with respect to the status of each clearance, that approval or waiver sought from a Governmental Entity in connection with the -------- ------- Company transactions contemplated by this Agreement and the material communications between such party and such Governmental Entity. Each party shall be under no obligation without limitation: (1) promptly notify the other of, and if in writing, furnish the other with copies of (or, in the case of oral communications, advise the other of) any communications from or with any Governmental Entity with respect to take the transactions contemplated by this Agreement, (2) permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any action proposed written or any oral communication with any such Governmental Entity, (3) not participate in any meeting or have any communication with any such Governmental Entity unless it has given the other an opportunity to consult with it in advance and to the extent that permitted by such Governmental Entity gives the other the opportunity to attend and participate therein, (4) furnish the other with copies of all filings and communications between it and any such Governmental Entity with respect to the transactions contemplated by this Agreement, and (5) furnish the other with such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity. Such materials and the information contained therein shall be given only to the outside legal counsel of the other and will not be disclosed by such outside counsel to employees, officers, or directors of their client unless express permission is obtained in advance from the disclosing party or its legal counsel. (c) In connection with and without limiting the foregoing, US BioEnergy and its Board of Directors and VeraSun and its Board of Directors shall conclude each use their respective reasonable best efforts to: (1) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or any of the Shareholders Agreements or the Merger or any of the other transactions contemplated by this Agreement or any of the Shareholders Agreements and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, any of the Shareholders Agreements, the Merger or any other transactions contemplated by this Agreement or any of the Shareholders Agreements, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement and the Shareholders Agreements may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Shareholders Agreements and otherwise to minimize the effect of such statute or regulation on this Agreement, the Shareholders Agreements, the Merger and the other transactions contemplated by this Agreement and the Shareholders Agreements. Nothing in good faiththis Agreement shall be deemed to require VeraSun or US BioEnergy to agree to, or proffer to, divest or hold separate any assets or any portion of any business of VeraSun, US BioEnergy or any of their respective Subsidiaries that is material to the business, financial condition or results of operations, of VeraSun, US BioEnergy and their respective Subsidiaries (after consultation with giving effect to the Company's outside counselMerger), that such action could be inconsistent with taken as a whole. Without limiting the Board generality of Directors' fiduciary obligations under applicable lawthe foregoing, each of US BioEnergy and VeraSun shall give the other party the opportunity to participate in the defense of any litigation against US BioEnergy or VeraSun, as applicable, and/or its directors relating to the transactions contemplated by this Agreement and the Shareholders Agreements.

Reasonable Best Efforts. Upon (a) Subject to the terms and subject to ----------------------- the conditions set forth in this Agreement, each of the parties hereto shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Law to consummate and make effective the Mergers and the other transactions contemplated by this Agreement as soon as practicable, including preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, permits and authorizations necessary, or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Mergers or any of the other transactions contemplated by this Agreement, including without limitation, those listed on Schedule 4.3(b) and 5.3(b). In furtherance and not in limitation of the foregoing, (A) each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Subject Transactions as promptly as practicable and in any event within five (5) Business Days of the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and use its reasonable best efforts to take, or cause to be taken, all actions, other actions consistent with this Section 7.9 necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act (including any extensions thereof) as soon as practicable and (B) each of the parties hereto shall each use its reasonable best efforts to do, (x) take all action necessary to ensure that no state takeover statute or cause similar Law is or becomes applicable to be done, the Mergers or any of the transactions contemplated by this Agreement and (y) if any state takeover statute or similar Law becomes applicable to assist and cooperate with the other parties in doing, all things necessary, proper Mergers or advisable to consummate and make effective, in any of the most expeditious manner practicable, the Merger, and the other transactions contemplated by this Agreement, including (a) the obtaining of take all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be action necessary to obtain an approval or waiver from, or to avoid an action or proceeding ensure that the Mergers are consummated as promptly as practicable on the terms contemplated by any Governmental Entity, (b) the obtaining of all necessary consents, approvals or waivers from third parties, (c) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or and otherwise minimize the consummation effect of such Law on the Mergers and any of the transactions contemplated herebyby this Agreement. The Earthbound Group and Buyer will each request early termination of the waiting period with respect to the Mergers under the HSR Act. All fees and expenses associated with notices, including seeking reports and filings contemplated by this Section 7.9(a) shall be borne equally by Buyer, on the one hand, and the Earthbound Group, on the other hand. (b) Subject to applicable Law relating to the exchange of information, the Earthbound Group shall have the right to review in advance and, to the extent practicable, each will consult with the other on and consider in good faith the views of the other in connection with, all of the information relating to Buyer or the Earthbound Group, as the case may be, and any stay of their respective Subsidiaries, that appears in any filing made with, or temporary restraining order entered by written materials submitted to, any court or other third party and/or any Governmental Entity vacated or reversed, in connection with the Mergers and (d) the execution and delivery of any additional instruments necessary to consummate the other transactions contemplated by this Agreement; provided, however, that with respect to any documents or materials required to be filed under the -------- ------- Company shall be under no obligation to take HSR Act or any action antitrust or competition Laws of any other applicable jurisdiction that contain information that is confidential or proprietary to the extent that providing party, such party shall not be required to provide such information directly to the Board third party and/or Governmental Entity. In exercising the foregoing rights, each of Directors the Earthbound Group and Buyer shall conclude in good faith, after consultation with the Company's outside counsel, that such action could be inconsistent with the Board of Directors' fiduciary obligations under applicable lawact reasonably and as promptly as practicable.

Reasonable Best Efforts. Upon (a) Subject to the terms and subject conditions of this Agreement (including Section 8.3 (which shall exclusively govern any actions by the parties required in respect of any reports, schedules, forms certificates, prospectuses and registration statements, proxy and other statements required to ----------------------- be filed with the conditions set forth SEC in this Agreementconnection with the Transactions, including the SpinCo Registration Statements and the BellRing Proxy Statement), Section 8.6 and Section 8.7(b)), each of the parties agrees hereto shall cooperate with the other parties and use its (and shall cause their respective Subsidiaries to use its their) respective reasonable best efforts to promptly take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doingall things, all things necessary, proper or advisable on its part under this Agreement to cause the conditions to Closing to be satisfied as promptly as practicable and to consummate and make effective, in the most expeditious manner practicable, the MergerTransactions, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents. (b) Each of the parties hereto shall use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission with a Governmental Authority in connection with the Transactions and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by a private party, and (ii) keep the other transactions contemplated parties informed in all material respects and on a reasonably timely basis of any material communication received by such party from, or given by such party to, the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions. Subject to applicable Laws, each of the parties hereto shall have the right to review in advance and approve (such approval not to be unreasonably withheld, delayed or conditioned) all of the information relating to such party and its respective Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Authority by a party hereto in connection with the Transactions. No party hereto shall independently participate in any formal or informal meeting with any Governmental Authority in respect of any material communication or any filings, submissions, investigations or other inquiry, without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. (c) In furtherance and not in limitation of the covenants of the parties contained in this Section 8.7, each of the parties hereto shall use its reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Authority or other Person with respect to the Transactions. Notwithstanding the foregoing or any other provision of this Agreement, including neither BellRing nor SpinCo (anor Post on behalf of SpinCo) shall, without the obtaining other party’s prior written consent, commit to any divestiture transaction or agree to any restriction on its business, and nothing in this Section 8.7 shall (i) limit any applicable rights a party may have to terminate this Agreement pursuant to Section 11.1(a) so long as such party has up to then complied in all material respects with its obligations under this Section 8.7, (ii) require any party to offer, accept or agree to (A) dispose or hold separate (in trust or otherwise) any part of all necessary actions its businesses, operations, assets or non-actionsproduct lines (or a combination of BellRing’s and SpinCo’s respective businesses, waiversoperations, consents and approvals from Governmental Entities and assets or product lines) or otherwise rearrange the making composition of all necessary registrations and filings its assets, (B) not compete in any geographic area or line of business, (C) restrict the manner in which, or whether, any party may carry on business in any part of the world (including filings such party’s freedom of action with Governmental Entities) respect to future acquisitions of assets or businesses or its full rights of ownership with respect to any assets and the taking of all reasonable steps businesses held as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity, (b) the obtaining of all necessary consents, approvals or waivers from third parties, (c) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay date hereof or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and at the Closing) and/or (dD) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement; provided, however, that the -------- ------- Company shall be under no obligation to take any action to impose restrictions or limitations upon the extent that exercise of full rights of ownership by any holder of capital stock of Post, BellRing or SpinCo, or otherwise to require the Board repurchase, redemption, deemed transfer, divestiture or other disposition (by forced sale or otherwise) of Directors shall conclude in good faiththe capital stock held by any holder of shares of Post, after consultation with BellRing or SpinCo, or (iii) require any party to this Agreement to contest or otherwise resist any administrative or judicial action or proceeding, including any proceeding by a private party, challenging any of the Company's outside counsel, that such action could be inconsistent with the Board Transactions as violative of Directors' fiduciary obligations under applicable lawany Antitrust Law.

Reasonable Best Efforts. (a) Upon the terms and subject to ----------------------- the conditions set forth in of this Agreement, the Company, each of the parties agrees to Selling Parties and the Buying Parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective, in effective the most expeditious manner practicable, the Merger, Transactions and the other transactions contemplated by this Agreementthe Ancillary Agreements as promptly as practicable, including including, without limitation, (ai) the obtaining prompt preparation and filing of all necessary actions or non-actionsforms, waiversregistrations, consents notices and approvals from Governmental Entities other filings required to be filed to consummate the Transactions and the making of all necessary registrations and filings (including filings with Governmental Entities) transactions contemplated by the Ancillary Agreements and the taking of all such reasonable steps best efforts as may be are necessary to obtain an approval at the earliest practicable date any approvals, consents, orders, exemptions or waiver from, or to avoid an action or proceeding by waivers of any Governmental Entity, (b) the obtaining of all necessary consents, approvals Authority or waivers from third parties, (c) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversedPerson, and (dii) using reasonable best efforts to cause the execution satisfaction of all conditions to Closing. Each of Parent, on the one hand, and delivery of the Company and the Selling Parties, on the other hand, shall promptly consult with the other with respect to, provide any additional instruments necessary information with respect to, and provide the other (or its counsel) advanced copies of, all filings made by such party with any Governmental Authority or any other Person or any other information supplied by such party to consummate a Governmental Authority or any other Person in connection with this Agreement and the transactions contemplated by this Agreement; provided. The Company shall allow the Buying Parties to be present and participate in all communications and meetings with any Governmental Authority. (b) Without limiting the generality of the foregoing, however(i) as promptly as practicable, but in no event later than ten Business Days following the execution and delivery hereof, the Selling Parties shall file or cause to be filed with FINRA a change of control notice and continuing membership application pursuant to NASD Rule 1017 with respect to Partners (the “Partners FINRA Notice”) and Parent shall file or cause to be filed with FINRA the FINRA notice, if required for the Transaction, with respect to Broadpoint Capital, Inc. (the “Broadpoint Capital FINRA Notice” and, together with the Partners FINRA Notice, the “FINRA Notices”) and (ii) as promptly as practicable, but in no event later than ten Business Days following the determination that the -------- ------- Company filing is required by applicable Law, each of the Selling Parties and Parent shall file or cause to be filed with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form, if any, required for the Transactions and shall, as promptly as practicable, file with the FTC and DOJ any supplemental information requested in connection therewith pursuant to the HSR Act. Any such notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act or FINRA rules, as applicable. Each of the Company, the Selling Parties, Parent and Merger Sub shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under no obligation to the HSR Act or required by FINRA. (c) Each party hereto shall promptly inform the others of any communication from any Governmental Authority regarding any of the Transactions. (d) Each of the Selling Parties agrees that he shall not sell, transfer, pledge, hypothecate, mortgage or encumber his Company Shares or Interests, as applicable, other than as contemplated by this Agreement or take any action reasonably expected to cause the extent that non-satisfaction of the Board of Directors shall conclude conditions to Closing set forth in good faith, after consultation with the Company's outside counsel, that such action could be inconsistent with the Board of Directors' fiduciary obligations under applicable lawArticle VIII hereof.

Reasonable Best Efforts. (a) Upon the terms and subject to ----------------------- the conditions set forth in this Agreement, each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in as soon as possible following the most expeditious manner practicabledate hereof, the Merger, Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts in (ai) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents and approvals from Governmental Entities Entities, including any required action or non-action under the Antitrust Laws (the “Required Consents”) prior to the Effective Time, and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver a Required Consent from, or to avoid an action or proceeding by by, any Governmental Entity, (bii) the obtaining of all necessary consents, approvals or waivers waivers, and any necessary or appropriate financing arrangements, from third parties, (ciii) the contesting and defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (div) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by Transactions, and to fully carry out the purposes of, this Agreement; , (v) refraining from taking any action that would reasonably be expected to impede, interfere with, prevent or materially delay the consummation of the Merger and (vi) unless there has been a Company Recommendation Change made in compliance with Section 5.2(c) or Section 5.2(e) (in the case of the Company’s obligation to use its reasonable best efforts) or a Parent Recommendation Change made in compliance with Section 5.3(c) or Section 5.3(e) (in the case of Parent’s obligation to use its reasonable its best efforts), obtaining the Company Shareholder Approval and the Parent Shareholder Approval. In furtherance and not in limitation of the foregoing, each party hereto agrees to make (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions as promptly as practicable, (ii) appropriate filings, if any are required, pursuant to foreign Antitrust Laws as promptly as practicable, and (iii) all other necessary filings with other Governmental Entities relating to the Merger, and, in each case, to supply as promptly as practicable any additional information and documentary material that may be formally or informally requested pursuant to the Antitrust Laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of any applicable waiting periods under the Antitrust Laws and the receipt of the Required Consents as soon as practicable. The parties agree that the use of “reasonable best efforts” in this Section 6.3 shall include proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, (x) the sale, divestiture or disposition of such assets or businesses of the parties or their subsidiaries or affiliates and (y) restrictions, or actions that after the Effective Time would limit the Company’s or Parent’s or their subsidiaries’ or affiliates’ freedom of action or operations with respect to, or their ability to retain, one or more of its or their subsidiaries’ businesses, product lines or assets, in each case (A) as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding that would otherwise have the effect of preventing or materially delaying the consummation of the Transactions, (B) conditioned upon the consummation of the Merger, and (C) unless such sale, divestiture, disposition, restriction or action would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, financial condition or results of operations of Parent, the Company and their respective subsidiaries, taken as a whole, provided, however, that for this purpose, Parent, the -------- ------- Company and their respective subsidiaries, taken as a whole, shall be deemed a consolidated group of entities of the size and scale of a hypothetical company that is 100% of the size of the Company and its subsidiaries, taken as a whole, as of the date of this Agreement (a “Regulatory Material Adverse Effect”). (b) The parties shall jointly develop, and each of the parties shall consult and cooperate in all respects with one another, and consider in good faith the views of one another, in connection with the form and content of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party, hereto in connection with proceedings under no obligation or relating to take any action Antitrust Law or approval of any Governmental Entity prior to their submission. Each of the parties shall (i) promptly notify the other party of any communication inquiry or investigation received by that party from, or given by it to, any Governmental Entity and, subject to Applicable Law, permit the other party to review in advance any proposed communication to any such Governmental Entity and incorporate the other party’s reasonable comments, (ii) not agree to participate in any meeting or discussion with any such Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement or the Merger unless, to the extent that the Board of Directors shall conclude in good faithreasonably practicable, after consultation it consults with the Company's outside counselother party in advance and, that to the extent permitted by such action could be inconsistent Governmental Entity, gives the other party the opportunity to attend and participate therein and (iii) promptly furnish the other party with copies of all correspondence, filings and written communications between them and their affiliates and their respective officers, directors, employees and Representatives, on one hand, and any such Governmental Entity or its respective staff on the other hand, with respect to this Agreement and the Merger in order for such other party to meaningfully consult and participate in accordance with the Board of Directors' fiduciary obligations under applicable lawpreceding clauses (i) and (ii), provided that materials furnished pursuant to this Section 6.3(b) may be redacted as necessary to address reasonable attorney-client or other privilege or confidentiality concerns.

Reasonable Best Efforts. (a) Upon the terms and subject to ----------------------- the conditions set forth in this AgreementAgreement (including, for the avoidance of doubt, Sections 5.2 and 5.3), each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger, Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (ai) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents and approvals from Governmental Entities Authorities and the making of all necessary registrations and filings (including filings with Governmental EntitiesAuthorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental EntityAuthority, (biii) the obtaining of all necessary consents, approvals or waivers from third parties, (civ) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed, (v) the obtaining of the tax opinions referred to in Sections 7.2(c) and 7.3(c) and (dvi) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Subject to the terms and conditions of this Agreement (including, for the avoidance of doubt, Sections 5.2 and 5.3), each of the parties agrees that it shall not take any action that would reasonably be expected to prevent or materially delay or materially impair the consummation of the transactions contemplated by this Agreement. (b) In furtherance and not in limitation of Section 6.3(a), (i) each party hereto agrees to make an appropriate filing of a premerger notification and report form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement as promptly as practicable and in any event within 15 Business Days of the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and use its reasonable best efforts to take, or cause to be taken, all other actions consistent with this Section 6.3 necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable; provided(ii) if required by applicable Law, howeverCrompton agrees to file with the European Commission as promptly as reasonably practicable the Form CO required for the transactions contemplated by this Agreement pursuant to the EC Merger Regulation and Great Lakes agrees to provide Crompton as promptly as practicable with such assistance as Crompton reasonably requests for the purposes of filing such Form CO and, if such a filing is made, each party agrees to supply as promptly as practical any additional information and documentary material that may be required or requested by the -------- ------- Company shall be under no obligation European Commission and use its reasonable best efforts to take or cause to be taken all other actions consistent with this Section 6.3 necessary to obtain clearance from the European Commission and (iii) Great Lakes or Crompton, as the case may be, agrees to file, as necessary, as promptly as practicable any action other merger notifications or filings required by other applicable foreign competition, antitrust, merger control or other similar Laws and Great Lakes or Crompton, as the case may be, agrees to provide the other as promptly as practicable with such assistance as the other reasonably requests for the purposes of such notifications or filings and, if any such notifications or filings are made, each party agrees to supply as promptly as practicable any additional information and documentary material that may be required or requested by the relevant Governmental Authority under such Laws and use its reasonable best efforts to take or cause to be taken all other actions consistent with this Section 6.3 necessary to obtain clearance from the relevant Governmental Authority under such Laws. (c) In addition to Section 6.3(b) and without limiting this Section 6.3, Great Lakes and Crompton each agrees to use its reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any competition, antitrust, merger control or other similar Laws that may be asserted by any relevant Governmental Authority under such Laws, so as to enable the parties to close the transactions contemplated by this Agreement as expeditiously as possible. In addition, each of Great Lakes and Crompton agrees to use its reasonable best efforts to take promptly any and all steps necessary to vacate or lift any order relating to competition, antitrust, merger control or other similar Laws that would have the effect of making any of the transactions contemplated by this Agreement illegal or otherwise prohibiting or materially delaying their consummation. (d) In connection with the foregoing and without limiting this Section 6.3, each of the parties hereto shall use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission with a Governmental Authority in connection with the transactions contemplated by this Agreement and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the transactions contemplated hereby, including any proceeding initiated by a private party, and (ii) keep the other party informed in all material respects and on a reasonably timely basis of any material communication received by such party from, or given by such party to, the Federal Trade Commission, the Antitrust Division of the Department of Justice, the European Commission or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby. Subject to applicable Laws relating to the exchange of information, each of the parties hereto shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to the other parties and their respective Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Authority in connection with the transactions contemplated hereby. (e) Notwithstanding anything to the contrary in this Agreement, (i) Great Lakes shall not, without Crompton's prior written consent, commit to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices (or allow any of its Subsidiaries to commit to any divestitures, licenses, hold separate arrangements or similar matters), and Great Lakes shall commit to, and shall use reasonable best efforts to effect (and shall cause its Subsidiaries to commit to and use reasonable best efforts to effect), any such divestitures, licenses, hold separate arrangements or similar matters as Crompton shall request, but solely if such divestitures, licenses, hold separate arrangements or similar matters are contingent on consummation of the transactions contemplated by this Agreement and (ii) neither Crompton nor any of its Subsidiaries shall be required (pursuant to Section 6.3 or otherwise) to agree (with respect to (x) Crompton or any of its Subsidiaries or (y) Great Lakes or any of its Subsidiaries) to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar matters, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, assets and liabilities (contingent or otherwise), taken together, or financial condition of either Crompton and its Subsidiaries, taken as a whole, or Great Lakes and its Subsidiaries, taken as a whole. (f) In connection with and without limiting Section 6.3(a), each of Great Lakes and its Board of Directors and Crompton and its Board of Directors shall conclude in good faith(i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or any of the transactions contemplated by this Agreement and (ii) if any state takeover statute or similar statute becomes applicable to this Agreement or any of the transactions contemplated by this Agreement, after consultation with take all action necessary to ensure that the Company's outside counsel, that transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such action could be inconsistent with statute or regulation on this Agreement and the Board of Directors' fiduciary obligations under applicable lawtransactions contemplated by this Agreement.

Reasonable Best Efforts. Upon (a) Subject to the terms and subject to ----------------------- the conditions set forth in of this Agreement, each of the parties agrees hereto shall cooperate with the other parties and use (and shall cause their respective Subsidiaries to use its use) their respective reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly (i) take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and to consummate and make effective, in the most expeditious manner reasonably practicable, the Merger, and the other transactions contemplated by this AgreementTransactions, including (aA) taking all such actions contemplated by the obtaining terms of the Statutory Merger Agreement, (B) otherwise preparing and filing promptly all documentation to effect all necessary actions or non-actionsfilings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (C) executing and delivering any additional instruments necessary to consummate the Transactions, (ii) obtain all approvals, consents, registrations, waivers, consents permits, authorizations, orders and approvals other confirmations from any Governmental Entities Authority or third party necessary, proper or advisable to consummate the Transactions, including any such approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations required with respect to the making of Company Insurance Approvals, the Parent Insurance Approvals and under applicable Antitrust Laws, (iii) take all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval that are necessary, proper or waiver from, or advisable to avoid an action or proceeding any Actions by any Governmental Entity, Authorities with respect to this Agreement or the Transactions and (biv) the obtaining of all necessary consents, approvals defend or waivers from contest in good faith any Action by any third parties, party (c) the defending of excluding any lawsuits or other legal proceedingsGovernmental Authority), whether judicial or administrative, challenging this Agreement or that would otherwise prevent or materially delay the consummation of the transactions contemplated herebyTransactions; provided, that nothing in this Section 5.04 or otherwise in this Agreement or the Statutory Merger Agreement shall require (and reasonable best efforts or commercially reasonable efforts shall in no event require) Parent or any of its Affiliates to (x) litigate any Action by or on behalf of any Governmental Authority seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Transactions or (y) take or refrain from or to agree to the taking or refraining from any action (including any amendment, waiver or termination of any agreement, including seeking this Agreement) or to have permit or suffer to exist any stay restriction, condition, limitation or temporary restraining order entered requirement that would or would reasonably be expected to result, individually or in the aggregate, in a Burdensome Condition; provided, further, that without the prior written consent of Parent, the Company and its Affiliates shall not take or refrain from or agree to the taking or refraining from any action (including any amendment, waiver or termination of any agreement, including this Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would or would reasonably be expected to result, individually or in the aggregate, in a Burdensome Condition. (b) Subject to the terms and conditions of this Agreement, the Company and Parent shall each use its reasonable best efforts to (i) take all action necessary to ensure that no Takeover Law is or becomes applicable to any of the Transactions and refrain from taking any actions that would cause the applicability of such Laws and (ii) if the restrictions of any Takeover Law become applicable to any of the Transactions, take all action necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise lawfully minimize the effect of such Takeover Law on the Transactions. (c) Without limiting the general applicability of Section 5.04(a), each of the Company and Parent shall, in consultation and cooperation with the other and as promptly as practicable following the date of this Agreement, file (i) with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice the notification and report form, if any, required under the HSR Act with respect to the Transactions, (ii) all appropriate documents, forms, filings or submissions required under any non-U.S. Antitrust Laws and (iii) with applicable Insurance Regulators, all documents, forms, filings or other submissions required under applicable Insurance Laws with respect to the Transactions. Any such filings shall be in material compliance with the requirements of applicable Law. Each of the parties shall, in connection with the efforts referenced in Section 5.04(a), (i) furnish to the other party such necessary information and reasonable assistance as the other party may request in connection with its preparation of any documents, forms, filings or submissions contemplated by the first sentence of this Section 5.04(c), (ii) give the other party reasonable prior notice of any such filings or submissions and, to the extent reasonably practicable, of any communication with, and any inquiries or requests for additional information from, any Governmental Authority regarding the Transactions, and permit the other party to review and discuss in advance, and consider in good faith the views of, and secure the participation of, the other party in connection with, any such filings, submissions, communications, inquiries or requests, (iii) unless prohibited by applicable Law or by the applicable Governmental Authority, and to the extent reasonably practicable, (A) not participate in or attend any meeting, or engage in any substantive conversation, with any Governmental Authority in respect of the Transactions without the other party, (B) give the other party reasonable prior notice of any such meeting or substantive conversation, (C) in the event one party is prohibited by applicable Law or by the applicable Governmental Authority from participating in or attending any such meeting or engaging in any such substantive conversation, to the extent permitted by applicable Law or such Governmental Authority, keep such party apprised with respect thereto, (D) cooperate in the filing of any substantive memoranda, white papers, filings, correspondence or other written communications explaining or defending this Agreement or any of the Transactions, articulating any regulatory or competitive argument or responding to requests or objections made by any court or Governmental Authority and (E) furnish the other Governmental Entity vacated or reversedparty with copies of all substantive filings, submissions, correspondence and communications (and memoranda setting forth the substance thereof) between it and its Affiliates and their respective Representatives, on the one hand, and (d) the execution and delivery any Governmental Authority or members of any additional instruments necessary Governmental Authority’s staff, on the other hand, with respect to this Agreement and the Transactions (excluding any personally sensitive information) and (iv) comply with any inquiry or request from any Governmental Authority as promptly as reasonably practicable, with respect to this Agreement and the Transactions. The parties agree not to extend, directly or indirectly, any waiting period under any applicable Antitrust Law or enter into any agreement with a Governmental Authority to delay in any material respect or not to consummate the transactions contemplated by this Agreement; providedMerger or any of the other Transactions, however, that the -------- ------- Company shall be under no obligation to take any action to the extent that the Board of Directors shall conclude in good faith, after consultation except with the Company's outside counselprior written consent of the other parties hereto, that which shall not be unreasonably withheld, conditioned or delayed in the context of seeking such action could be inconsistent with the Board of Directors' fiduciary obligations under applicable lawa delay.

Reasonable Best Efforts. (a) Upon the terms and subject to ----------------------- the conditions set forth in this Agreement, each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, done and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable necessary to consummate and make effective, effective in the most expeditious manner practicable, the Merger, Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (ai) that the conditions set forth in Article VI are satisfied, (ii) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (iii) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents consents, clearances, and approvals from Governmental Entities and non-governmental third parties and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity, (biv) the obtaining of all necessary consents, approvals or waivers from third parties. In connection with and without limiting the foregoing, the Company and Parent shall (cA) file as promptly as practicable (and in any event within 10 business days unless the parties mutually agree otherwise) with the U.S. Federal Trade Commission (the “FTC”) and the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) the defending notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Merger and the other transactions contemplated by this Agreement, and (B) make, as promptly as practicable, all notifications and other filings required under any other applicable competition, merger control, antitrust or similar Law that the Company and Parent deem advisable or appropriate, in each case with respect to the transactions contemplated by this Agreement and as promptly as practicable (together with the HSR Filings, the “Antitrust Filings”). The Antitrust Filings shall be in substantial compliance with the requirements of the Laws, as applicable. Subject to first having used all reasonable efforts to negotiate a resolution of any objections underlying such lawsuits or other legal proceedings, Company and Parent shall jointly defend and contest any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the other transactions contemplated herebyby this Agreement, including seeking to have any stay or stay, temporary restraining order order, or preliminary injunction entered by any court or other Governmental Entity vacated or reversed. (b) The Company and Parent shall cooperate and consult with each other in connection with the making of all such filings, notifications and any other material actions pursuant to this Section 5.03, subject to applicable Law, by permitting counsel for the other party to review in advance, and consider in good faith the views of the other party in connection with, any proposed material written communication to any Governmental Entity and by providing counsel for the other party with copies of all filings and submissions made by such party and all correspondence between such party (dand its advisors) the execution with any Governmental Entity and delivery of any additional instruments necessary other information supplied by such party and such party’s Affiliates to consummate a Governmental Entity or received from such a Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that material may be redacted (x) as necessary to comply with contractual arrangements, and (y) as necessary to address good faith legal privilege or confidentiality concerns. Except as otherwise required by law, neither party shall file any such document or take such action if the -------- ------- other party has reasonably objected (and not withdrawn its objection) to the filing of such document or the taking of such action on the grounds that such filing or action would reasonably be expected to either (i) prevent, materially delay or materially impede the consummation of the Merger or the other transactions contemplated hereby or (ii) cause a condition set forth in Article VI to not be satisfied in a timely manner. Neither party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent of the other party (which shall not be unreasonably withheld). (c) Each of the Company and Parent will promptly inform the other party upon receipt of any material communication from the FTC, the Antitrust Division or any other Governmental Entity regarding any of the transactions contemplated by this Agreement. If the Company or Parent (or any of their respective Affiliates) receives a request for additional information or documentary material from any such Governmental Entity that is related to the transactions contemplated by this Agreement, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. Each of the Company and Parent will make all reasonable efforts not to participate, or to permit their Affiliates to participate, in any substantive meeting or discussion with any Governmental Entity in connection with the transactions contemplated by this Agreement unless it so consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, shall give the other party the opportunity to attend and participate. Each party will advise the other party promptly of any understandings, undertakings or agreements (oral or written) which the first party proposes to make or enter into with the FTC, the Antitrust Division or any other Governmental Entity in connection with the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each party will use all reasonable efforts to resolve any objections that may be asserted with respect to the transactions contemplated by this Agreement under no obligation any antitrust, competition or trade regulatory Laws, including (subject to first having used all reasonable efforts to negotiate a resolution to any such objections) contesting and resisting any action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger or the other transactions contemplated by this Agreement and to have such statute, rule, regulation, decree, judgment, injunction or other Order repealed, rescinded or made inapplicable so as to permit consummation of the transactions contemplated by this Agreement. (d) Notwithstanding anything to the contrary contained in this Agreement (including, without limitation, Section 5.03), the Parent and its Subsidiaries are not required to, and the Company and its Subsidiaries may not, without the prior written consent of Parent, become subject to, consent or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or Order to sell, to hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change the assets or business of the Company, Parent, or any of their respective Subsidiaries in any manner which, individually or in the aggregate with all other such requirements, conditions, understandings, agreements and Orders has or would reasonably be expected to have a material adverse effect on the combined business, financial condition or results of operations of Parent, the Company and their respective Subsidiaries taken as a whole; provided, however, that Parent shall take or commit to take such actions, including, without limitation, proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, transfer, license, divestiture or other disposition of, or that limit or would limit Parent’s or its Subsidiaries’ ability to retain, any business, assets or operations of Parent or its Subsidiaries generating revenues of up to $60 million in Parent’s fiscal year 2005, in each case as may be required in order to resolve any objections under the antitrust laws to the extent Merger or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of preventing, materially delaying or materially impairing the consummation of the Merger. Furthermore, without the prior written consent of the Parent (determined in its sole discretion), in no event shall the Company or Parent or any of their respective Subsidiaries: (i) pay any consideration to, amend or enter into any agreement with, any non-governmental third party to obtain any consent to the Merger or to otherwise comply with Section 5.03(e); (ii) agree to the imposition of limitations on the ability of Parent or any Subsidiary of Parent to hold, or exercise full rights of ownership of, any shares of capital stock of the Surviving Corporation, including the right to vote such shares on all matters properly presented to the shareholders of the Surviving Corporation, (iii) agree to prohibit Parent or any of its Subsidiaries from effectively controlling in any respect the business, assets or operations of Parent, the Company or any of their respective Subsidiaries generating revenue in excess of $60 million in Parent’s fiscal year 2005, (iv) agree to any consent decree, divestiture, hold separate order or comparable arrangement, or any sale, transfer, license, divestiture or other disposition of any assets of Parent or the Company or any of their respective Subsidiaries generating revenue in excess of $60 million in Parent’s fiscal year 2005, or any limitation on the Parent’s acquisition, ownership, operation, effective control or exercise of full rights of ownership, of Parent or the Company or any of their respective Subsidiaries or any of their respective assets, or the termination or amendment of any existing relationships and contractual rights or (v) agree to any matter that has or reasonably would be expected to have a Material Adverse Effect or a Parent Material Adverse Effect. In the event that Parent grants such written consent, the Company shall agree to the matters as directed by Parent (which agreement may be conditioned upon the consummation of the Closing). (e) The Company and its Board of Directors shall conclude in good faith(i) use reasonable best efforts to ensure that no state takeover Law or similar Law is or becomes applicable to this Agreement, after consultation with the Company's outside counselMerger or any of the other transactions contemplated by this Agreement and (ii) if any state takeover Law or similar Law becomes applicable to this Agreement, the Merger or any of the other transactions contemplated by this Agreement, use reasonable best efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such action could be inconsistent with Law on this Agreement, the Board of Directors' fiduciary obligations under applicable lawMerger and the other transactions contemplated by this Agreement.

Reasonable Best Efforts. (a) Upon the terms and subject to ----------------------- the conditions set forth in this Agreement and compliance with applicable Law and the other terms of this Agreement, each of the parties W. P. Carey, Merger Sub and CPA16 agrees to use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party or its Subsidiaries pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger, Merger and the other transactions contemplated by this Agreementthe Transaction Documents, including (ai) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval approval, waiver or waiver from, or to avoid an action or proceeding by exemption from any Governmental Entity, (bii) the obtaining of all necessary consents, approvals approvals, waivers or waivers exemptions from non-governmental third parties, (c) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (diii) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In addition, each of W. P. Carey, Merger Sub and CPA16 agrees to use its reasonable best efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger, this Agreement or the transactions contemplated by the Transaction Documents, including seeking to have any stay, temporary restraining order, injunction, or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated by the Transaction Documents entered by any court or other Governmental Entity vacated or reversed. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of CPA16, W. P. Carey and Merger Sub shall take all such necessary action. From the date of this Agreement through the Effective Time, CPA16 shall timely file, or cause to be filed, with the SEC all CPA16 SEC Documents required to be so filed. (b) Each of CPA16, W. P. Carey and Merger Sub shall give prompt notice to each other party if (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becomes untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becomes untrue or inaccurate in any material respect or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided that the delivery of any notice pursuant to this Section shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice; and, provided, howeverfurther, that failure to give such notice shall not be treated as a breach of covenant for the -------- ------- Company shall be under no obligation to take any action to purposes of Sections 5.2(b) or 5.3(b), as the extent that the Board of Directors shall conclude in good faith, after consultation with the Company's outside counsel, that such action could be inconsistent with the Board of Directors' fiduciary obligations under applicable lawcase may be.

Reasonable Best Efforts. (a) Upon the terms and subject to ----------------------- the conditions set forth in this Agreement, each of the parties agrees Company, Parent and Merger Sub shall use (and shall cause their respective Subsidiaries to use its use) their respective reasonable best efforts (unless, with respect to any action, another standard for performance is expressly provided for herein) to cooperate with each other and to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effectiveconsummate, in the most expeditious manner as promptly as reasonably practicable, the Merger, Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to: (ai) take all acts necessary to cause (A) in the obtaining case of the Company, the conditions to the Closing set forth in Section 8.1 or Section 8.2 to be satisfied, or (B) in the case of Parent and Merger Sub, the conditions to the Closing set forth in Section 8.1 or Section 8.3 to be satisfied, in each case, as promptly as reasonably practicable; (ii) obtain all consents, approvals, orders, waivers and authorizations of, actions or nonactions by, any Governmental Authority or any third party necessary in connection with the consummation of the transactions contemplated by this Agreement and make all necessary actions or non-actionsregistrations, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations declarations and filings with, and notices to, any Governmental Authorities (including filings with Governmental Entitiespursuant to any Regulatory Law) and the taking of take all reasonable steps as may be necessary to avoid a suit, action, proceeding or investigation by, any Governmental Authority; (iii) execute and deliver any additional instruments reasonably necessary to consummate the transactions to be performed or consummated by such party in accordance with the terms of this Agreement and to carry out the purposes of this Agreement; provided, however, that all obligations of the Company, Parent and Merger Sub relating to the Debt Financing shall be governed exclusively by Section 7.13, and not this Section 7.2. (b) In furtherance and not in limitation of the foregoing, each party hereto agrees to (x) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement within ten (10) Business Days of the date of this Agreement, (y) supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and (z) use its reasonable best efforts to take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 7.2 to cause the expiration or termination of the applicable waiting periods, or receipt of required authorizations, as applicable, under the HSR Act as soon as practicable. Without limiting the foregoing, the parties shall request and shall use reasonable best efforts to obtain an approval early termination of the waiting period under the HSR Act. (c) Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, shall, in connection with the efforts referenced in this Section 7.2 to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement, use its reasonable best efforts, subject to applicable Laws, to: (i) cooperate in all respects with each other in connection with any filing or waiver submission and in connection with any investigation or other inquiry, including any Proceeding initiated by a private party; (ii) keep the other party reasonably informed of any communication received by such party from, or given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the U.S. Department of Justice (the “DOJ”) or any other Governmental Authority and of any communication received or given in connection with any Proceeding by a private party, in each case regarding any of the transactions contemplated hereby; and (iii) permit the other party to avoid an action review any communication given by it to, and consult with each other in advance of any meeting or proceeding conference with, the FTC, the DOJ or any other Governmental Authority or, in connection with any Proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other applicable Governmental Authority or other Person, give the other party the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything to the contrary contained in this Agreement, Parent, after prior consultation with the Company and after considering the Company’s views, to the extent practicable, shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary antitrust or competition clearances and shall take the lead in all meetings and communications with any Governmental EntityAuthority in connection with obtaining any necessary antitrust or competition clearances. (d) In furtherance and not in limitation of the covenants of the parties contained in this Section 7.2, if any objections are asserted with respect to the transactions contemplated hereby under any Law or if any suit is instituted (bor threatened to be instituted) by the obtaining FTC, the DOJ or any other applicable Governmental Authority or any private party challenging any of all necessary consents, approvals or waivers from third parties, (c) the defending transactions contemplated hereby as violative of any lawsuits Law or other legal proceedingswhich could prevent, whether judicial materially impede or administrative, challenging this Agreement or materially delay the consummation of the transactions contemplated hereby, including seeking each of Parent, Merger Sub and the Company shall use its reasonable best efforts to have resolve any stay such objections or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (d) the execution and delivery suits so as to permit consummation of any additional instruments necessary to consummate the transactions contemplated by this Agreement, including in order to resolve such objections or suits which if not resolved, would reasonably be expected to prevent, materially impede or materially delay the consummation of the Merger or the other transactions contemplated hereby. (e) In furtherance and not in limitation of the covenants of the parties in this Section 7.2, Parent hereby agrees that the “reasonable best efforts” standard shall require, if necessary, Parent to, and to cause any of its Subsidiaries or other Affiliates to, (i) (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or hold separate, and (B) propose, negotiate or offer to effect, or consent or commit to, any such sale, leasing, licensing, transfer, disposal, divestiture or other encumberment, or holding separate, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent (or any of its Subsidiaries or other Affiliates), and (ii) take or agree to take any other action or agree or consent to any limitations or restrictions on freedom of actions with respect to, or its ability, in any material respect, to retain, or make changes in, any such assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or the Surviving Corporation (or any of their respective Subsidiaries or other Affiliates); providedprovided that Parent’s obligations under clauses (i) and (ii) above shall only apply to assets, licenses, operations, rights, product lines, businesses or interests therein of Parent (or any of its Subsidiaries or other Affiliates) which, in the aggregate, generated less than $58.0 million of the combined consolidated revenues of Parent and its Subsidiaries during Parent’s fiscal year ended September 24, 2011; provided further, however, that nothing in this Agreement shall authorize the -------- ------- Company to commit or agree to any of the foregoing, to obtain any consents, approvals, permits or authorizations or to remove any impediments to the Merger or the other transactions contemplated hereby relating to any Regulatory Law or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding relating to Regulatory Law. (f) Subject to the obligations under Section 7.2(d), in the event that any administrative or judicial Proceeding is instituted (or threatened to be instituted) by a Governmental Authority or private party challenging the Merger or any other transaction contemplated by this Agreement, or any other agreement contemplated hereby, each of Parent, Merger Sub and the Company shall be under no obligation use its respective reasonable best efforts to take cooperate in all respects with each other and to contest and resist any action such Proceeding and to the extent that the Board of Directors shall conclude in good faithhave vacated, after consultation with the Company's outside counsellifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that such action could be inconsistent with is in effect and that prohibits, prevents or restricts consummation of the Board of Directors' fiduciary obligations under applicable lawtransactions contemplated by this Agreement.

Reasonable Best Efforts. (a) Upon the terms and subject to ----------------------- the conditions set forth in this Agreement, each of the parties Portugal and Italy agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties party in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective, in the most expeditious manner practicable, the Merger, Arrangement and the other transactions contemplated by this Agreement, including (a) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of . The parties shall cooperate in all reasonable steps as may be necessary respects and will use reasonable best efforts to obtain an approval or waiver from, or to avoid an contest any action or proceeding by and to have vacated, lifted, reversed or overturned any Governmental Entitydecree, (b) the obtaining of all necessary consentsjudgment, approvals or waivers from third parties, (c) the defending of any lawsuits injunction or other legal proceedingsorder, whether judicial temporary, preliminary or administrativepermanent, challenging this Agreement that prohibits, prevents or restricts the consummation of the transactions contemplated herebyby this Agreement. (b) Upon the terms and subject to the conditions set forth in this Agreement, each of Portugal and Italy shall and shall use reasonable best efforts to cause its respective Subsidiaries to perform all obligations required or desirable to be performed by it or any of such Subsidiaries under this Agreement, cooperate with the other party in connection therewith, and do all such other acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated in this Agreement and, without limiting the generality of the foregoing, each party shall and where appropriate shall cause its Subsidiaries to: (i) use its reasonable best efforts to obtain the requisite approvals of this Agreement from its shareholders, except to the extent that the board of directors of such party has effected a Change in Recommendation in compliance with the terms hereof (including Sections 5.2 and 6.2); (ii) apply for and use its reasonable best efforts to promptly obtain all Regulatory Approvals to be obtained by it and its Subsidiaries and, in doing so, keep the other party reasonably informed, subject to ensuring that confidential competitively sensitive information is exchanged among outside counsel only, as to the status of the proceedings related to obtaining the Regulatory Approvals, including, but not limited to, (A) providing such other party with copies of all material related applications and notifications prepared for submission to any other Person or Governmental Entity, in draft form, in order for such other party to provide its reasonable comments and providing such other party with copies of all related material communications regarding this Agreement received by such party from, or given by such party to, any Governmental Entity and any material communication received or given in connection with any proceeding by a private party relating to such Regulatory Approvals, (B) consulting with the other party to the extent practicable in advance of any meeting or conference with Governmental Entities or, in connection with any proceeding by a private party, with any other Person and, to the extent permitted by such Governmental Entities, to permit the other party to attend such meetings and conferences, in each case to the extent relating to the transactions contemplated by this Agreement and (C) receiving the prior written consent of the other party before agreeing to extend any waiting period any antitrust merger control Laws or entering into any agreement with any Governmental Entity regarding antitrust, competition or similar Laws; (iii) use its reasonable best efforts to obtain all necessary Approvals required to be obtained by it or its Subsidiaries from third parties in connection with the transactions contemplated by this Agreement, including seeking the Arrangement; (iv) carry out the terms of the Interim Order and the Final Order applicable to have any stay it and use its reasonable best efforts to comply promptly with all requirements which applicable Laws may impose on it or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (d) the execution and delivery of any additional instruments necessary its Subsidiaries with respect to consummate the transactions contemplated by this Agreement; providedand (v) promptly advise the other party orally and, howeverif then requested, that the -------- ------- Company shall be under no obligation to take in writing of any action event occurring subsequent to the extent that date of this Agreement that, if uncured at the Board Effective Time, would render it incapable of Directors shall conclude in good faith, after consultation with the Company's outside counsel, that such action could satisfying any condition to be inconsistent with the Board of Directors' fiduciary obligations under applicable lawsatisfied by it pursuant to Article VII.

Reasonable Best Efforts. Upon the terms and subject to ----------------------- the conditions set forth in this Agreement, each of the parties agrees to shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner as promptly as practicable, but in no event later than the MergerOutside Date, the Merger and the other transactions contemplated to be performed or consummated by such party in accordance with the terms of this Agreement, including (ai) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by by, any Governmental Entity, (biii) the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible, (iv) the obtaining of all necessary consents, approvals or waivers from third parties, including any such consents, approvals or waivers required in connection with any divestiture, (cv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (dvi) the execution and delivery of any additional instruments necessary to consummate the Merger and other transactions contemplated hereby and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and Parent shall (A) duly file with the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (the "ANTITRUST DIVISION") the notification and report form (the "HSR FILING") required under the HSR Act and (B) duly make all notifications and other filings required (together with the HSR Filing, the "ANTITRUST FILINGS") under any other applicable competition, merger control, antitrust or similar Law that the Company and Parent deem advisable or appropriate, in each case with respect to the transactions contemplated by this Agreement and as promptly as practicable. The Antitrust Filings shall be in substantial compliance with the requirements of the HSR Act or other Laws, as applicable. For the avoidance of doubt and notwithstanding anything to the contrary contained in this Agreement, Parent and its subsidiaries shall commit to any and all divestitures, licenses or hold separate or similar arrangements with respect to assets or conduct of business arrangements as a condition to obtaining any and all approvals from any Governmental Entity for any reason in order to consummate and make effective, as promptly as practicable, but in no event later than the Outside Date, the Merger and the other transactions to be performed or consummated by Parent and its subsidiaries, including, without limitation, taking any and all actions necessary in order to ensure that (x) no requirement for non-action, a waiver, consent or approval of the FTC, the Antitrust Division, any State Attorney General or other Governmental Entity, (y) no decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding, and (z) no other matter relating to any antitrust or competition Law or regulation, would preclude consummation of the Merger by the Outside Date; provided, however, that in no event shall Parent or Merger Sub be required to dispose of or hold separate assets of the -------- ------- Company Company, Parent or their respective subsidiaries which, in the aggregate, accounted for annual net sales for the most recently completed fiscal year exceeding $4,000,000,000. Neither party shall, nor shall it permit any of its subsidiaries to, acquire or agree to acquire any business, person or division thereof, or otherwise acquire or agree to acquire any assets if the entering into of a definitive agreement relating to or the consummation of such acquisition, would reasonably be under no obligation expected to take materially increase the risk of not obtaining the applicable clearance, approval or waiver from any action Governmental Entity with respect to the extent that the Board of Directors shall conclude in good faith, after consultation with the Company's outside counsel, that such action could be inconsistent with the Board of Directors' fiduciary obligations under applicable lawtransactions contemplated by this Agreement.

Reasonable Best Efforts. (a) Upon the terms and subject to ----------------------- the conditions set forth in this Agreement, each of the parties Parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger, Merger and the other transactions contemplated by this AgreementTransactions, including using reasonable best efforts to accomplish the following: (ai) the taking of commercially reasonable acts necessary to cause the conditions precedent set forth in Article VIII to be satisfied; (ii) the obtaining of all necessary actions or non-actions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any); (iii) and the taking of all commercially reasonable steps as may be acts necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity, (b) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the Transactions, including any other consents, approvals or waivers from third parties referred to on Schedule 4.5(b) of the Company Disclosure Letter, and, in the case of Parent, to terminate any Contracts to which Parent or Merger Sub is a party that are not required for the operation of the Surviving Company following Closing, if and to the extent reasonably requested by the Company; (civ) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (dv) the execution and or delivery of any additional instruments reasonably necessary to consummate consummate, and to fully carry out the transactions purposes of, the Transactions. This obligation shall include, on the part of Parent, sending a termination letter to Continental substantially in the applicable form attached to the Trust Agreement (the “Trust Termination Letter”). (b) Notwithstanding anything herein to the contrary, nothing in this Section 7.5 shall be deemed to require (i) Parent or the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, the imposition of any limitation on the ability of any of them to conduct their business or to own or exercise control of their respective assets, properties and capital stock, or the incurrence of any liability or expense or (ii) the Company to obtain the consent of ISMMS to any amendment, modification, extension or termination of any existing Contract between the Company and ISMMS. (c) From and after the date of this Agreement until the earlier of the Closing and the valid termination of this Agreement pursuant to its terms, Parent, on the one hand, and the Company, on the other hand, shall each notify the other in writing promptly after learning of any stockholder demands or other stockholder Legal Proceedings (including derivative claims) relating to this Agreement, any Transaction Agreement or any matters relating thereto other than any appraisal claims contemplated by this AgreementSection 2.13 (collectively, the “Transaction Litigation”) commenced against, in the case of Parent or Merger Sub, any of Parent or Merger Sub or any of their respective Representatives (in their capacity as a representative of Parent or Merger Sub) or, in the case of the Company, any Group Company or any of their respective Representatives (in their capacity as a representative of a Group Company). Parent and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation and (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation; provided, however, that the -------- ------- Company in no event shall be under no obligation to take any action to the extent that the Board of Directors shall conclude in good faithParent or Merger Sub, after consultation with on one hand, or the Company's outside counsel, that such action could be inconsistent with any other Group Company, on the Board other hand, or, in any case, any of Directors' fiduciary obligations under applicable lawtheir respective Representatives settle or compromise any Transaction Litigation without the prior written consent of the Company or Parent, as the case may be.

Reasonable Best Efforts. Upon Subject to the terms and subject to ----------------------- conditions herein provided, Web and the conditions set forth in this Agreement, each of the parties agrees Web Shareholders agree to use its their reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner effective as promptly as practicable, but in any event, prior to the MergerClosing, the Merger and the other transactions contemplated by this Agreement and the Web Transaction Agreements including, but not limited to (i) obtaining the Consent of others to this Agreement, including (a) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities Web Transaction Agreements and the making of all necessary registrations transactions contemplated hereby and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entitythereby, (b) the obtaining of all necessary consents, approvals or waivers from third parties, (cii) the defending of any lawsuits Litigation against Web, or other legal proceedings, whether judicial or administrative, involving any Web Shareholder challenging this Agreement Agreement, the Web Transaction Agreements or the consummation of the transactions contemplated hereby or thereby, excluding any Litigation caused by or relating to Parent or any Active Parent Subsidiary, (iii) obtaining all Consents from Governmental Authorities required for the consummation of the exchange and the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (div) timely making all necessary filings under the execution HSR Act. Upon the terms and delivery of any additional instruments subject to the conditions hereof, Web and the Web Shareholders agree to use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to consummate satisfy the transactions contemplated by this Agreement; providedother conditions of the Closing set forth herein. Web and the Web Shareholders will consult with counsel for Parent as to, howeverand will permit such counsel to participate in, that the -------- ------- Company shall be under no obligation at Parent's expense, any Litigation referred to take in clause (ii) above brought against or involving Web or any action to the extent that the Board of Directors shall conclude in good faith, after consultation with the Company's outside counsel, that such action could be inconsistent with the Board of Directors' fiduciary obligations under applicable lawWeb Shareholder.

Reasonable Best Efforts. (a) Upon the terms and subject to ----------------------- the conditions set forth in this Agreement, each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger, Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (ai) the taking of all reasonable acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity, (biii) the obtaining of all necessary consents, approvals or waivers from third parties, (c) and to fully carry out the defending of any lawsuits or other legal proceedingspurposes of, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (div) the execution and delivery of any additional instruments necessary to consummate the Merger and the other transactions contemplated by, and to fully carry out the purposes of, this Agreement. (b) In connection with and without limiting the foregoing, Aemetis and its Board of Directors and Cilion and its Board of Directors shall each use their respective reasonable best efforts to: (1) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or the Merger or any of the other transactions contemplated by this Agreement and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, the Merger or any other transactions contemplated by this Agreement; provided, however, take all action necessary to ensure that the -------- ------- Company shall Merger and the other transactions contemplated by this Agreement may be under no obligation consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to take any action to minimize the extent that effect of such statute or regulation on this Agreement, the Board of Directors shall conclude in good faith, after consultation with Merger and the Company's outside counsel, that such action could be inconsistent with the Board of Directors' fiduciary obligations under applicable lawother transactions contemplated by this Agreement.

Reasonable Best Efforts. Upon the The Merger Agreement provides that, subject to its terms and subject to ----------------------- the conditions set forth in this Agreementconditions, each of the parties agrees to ZOLL, Purchaser and Asahi Kasei will use its reasonable best efforts to take, or cause to be taken, all actions, such action and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all such things necessary, proper or advisable under applicable laws and regulations to consummate and make effective, in the most expeditious manner practicableOffer, the Merger, Merger and the other transactions contemplated by this the Merger Agreement, including (ai) the obtaining of all necessary consents, approvals, authorizations and actions or non-actionsnonactions required for or in connection with the consummation by the parties of the Offer, waivers, consents and approvals from Governmental Entities the Merger and the making of all necessary registrations and filings other transactions, (including filings with Governmental Entitiesii) and the taking of all reasonable such steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entityby, a governmental authority, (biii) the obtaining of all necessary consents, approvals or waivers consents from third parties, (c) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, parties and (div) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated and to fully carry out the purposes of the Merger Agreement. Pursuant to the Merger Agreement, ZOLL, Purchaser and Asahi Kasei have agreed to supply any additional information that reasonably may be required or requested by this the Federal Trade Commission (“FTC”), the Department of Justice (“DOJ”), or the governmental authorities of any other applicable jurisdiction in which a filing is made under any other Antitrust Laws (as defined in the Merger Agreement; provided), howeverand to use their reasonable Table of Contents best efforts to cause the waiting periods under the HSR Act and the Federal Cartel Office of the Federal Republic of Germany, that in each case with regard to the -------- ------- Company shall be under no obligation Offer, to take terminate or expire as soon as practicable. ZOLL, Purchaser and Asahi Kasei have also agreed to (i) promptly inform each other of any action communication from any governmental authority, and (ii) to the extent that practicable, if permitted or not objected to by the Board of Directors shall conclude relevant governmental authority, permit the other party to participate in good faithany meeting, after consultation with the Company's outside counsel, telephone conversation or other similar communication on substance that such action could be inconsistent party has with the Board of Directors' fiduciary obligations under applicable lawa governmental authority regarding Antitrust Laws.

Reasonable Best Efforts. (a) Upon the terms and subject to ----------------------- the conditions set forth in this Agreement, each of the parties agrees to Parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things reasonably necessary, proper or advisable under applicable Law to consummate and make effective, in the most expeditious manner anner practicable, the Merger, Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (ai) the taking of all acts reasonably necessary to cause the conditions in Article VIII to be satisfied as promptly as reasonably practicable; (ii) the obtaining of all reasonably necessary actions or non-actionsnonactions, waivers, consents and approvals from Governmental Entities and the making of all reasonably necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be reasonably necessary to obtain an approval or waiver from, or to avoid an action or proceeding by a Legal Action by, any Governmental Entity, (b) the obtaining of all necessary consents, approvals or waivers from third parties, (c) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (diii) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent, Merger Sub and the Company shall as promptly as reasonably practicable, but in no event later than the tenth Business Day after the date hereof, duly file with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the Department of Justice (the “Antitrust Division”) the notification and report form required under the HSR Act with respect to the transactions contemplated by this Agreement, as well as all filings required with Foreign Antitrust Authorities, and shall use their reasonable best efforts to take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the Antitrust Laws. (b) Each of Parent and the Company shall use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any Legal Action initiated by a private party, in each case, regarding the transactions contemplated by this Agreement, (ii) keep the other Party informed of any material communication received by such Party from, or given by such Party to, the FTC, the Antitrust Division, any Foreign Antitrust Authority or any other Governmental Entity and of any communication received or given in connection with any Legal Action by a private party, in each case regarding this Agreement or the transactions contemplated by this Agreement and (iii) subject to applicable Law, permit the other Party to review, in advance, any written communication given by it to or received from, and consult with each other in advance of any meeting or conference with, the FTC, the Antitrust Division, any Foreign Antitrust Authority or any other Governmental Entity or, in connection with any Legal Action by a private party regarding the transactions contemplated by this Agreement, any other Person, and to the extent permitted by the FTC, the Antitrust Division, any Foreign Antitrust Authority or other applicable Governmental Entity or other Person, give the other Party the opportunity to attend and participate in such meetings and conferences subject to applicable Law. For the sake of clarity, Parent shall have the right to control all proceedings with respect to, and direct the strategy for obtaining all necessary approvals from and consents with, the FTC, the Antitrust Division, any Foreign Antitrust Authority or other applicable Governmental Entity or other Person. (c) Each of Parent and the Company shall respond as promptly as reasonably practicable under the circumstances to any inquiries received from the FTC, the Antitrust Division, any Foreign Antitrust Authority or other Governmental Entity for additional information or documentation and to all inquiries and requests received from any of the foregoing Governmental Entities. Parent and the Company shall, from the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement pursuant to Article IX, use their respective reasonable best efforts to avoid the entry of, or to have lifted, vacated or terminated, any Order that would restrain, prevent or delay the Closing; provided, however, that the -------- ------- Company Parties shall be under have no obligation to commence or prosecute any Legal Action against any Governmental Entity. (d) In furtherance and not in limitation of the covenants of the Parties contained in Section 7.02(a), Section 7.02(b) and Section 7.02(c), if any objections are asserted or if any Legal Action is instituted (or threatened to be instituted) by the FTC, the Antitrust Division, any Foreign Antitrust Authority or any other applicable Governmental Entity with respect to this Agreement or any of the transactions contemplated hereby that would prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated hereby, each of Parent, Merger Sub and the Company shall use its reasonable best efforts, and cause their Affiliates to use their reasonable best efforts, to resolve any such objections or Legal Actions so as to permit consummation of the transactions contemplated hereby. (e) Notwithstanding anything to the contrary set forth in this Agreement, none of Parent, Merger Sub or any of their Subsidiaries shall be required to, and neither the Company nor any Subsidiary thereof may, without the prior written consent of Parent, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, Contract or Order to the extent that the Board (i) sell, license, assign, transfer, divest, hold separate or otherwise dispose of Directors shall conclude in good faithany assets, after consultation with business or portion of business of the Company's outside counsel, the Surviving Corporation, Parent, Merger Sub or any of their respective Subsidiaries, (ii) conduct, restrict, operate, invest or otherwise change the assets, business or portion of business of the Company, the Surviving Corporation, Parent, Merger Sub or any of their respective Subsidiaries in any manner, (iii) impose any material cost, restriction, requirement or limitation on the operation of the business or a portion of the business of the Company, the Surviving Corporation, Parent, Merger Sub or any of their respective Subsidiaries or (iv) take any action that would, or would be reasonably likely to, impose any material cost, liability or obligation on the Company, Parent, Merger Sub or any of their Subsidiaries; provided, if requested by Parent, the Company will, or will cause its Subsidiaries to, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any such action could be inconsistent with requirement, condition, limitation, understanding, Contract or Order so long as such requirement, condition, limitation, understanding, Contract or Order is only binding on the Board of Directors' fiduciary obligations under applicable lawCompany and/or its Subsidiaries in the event the Closing occurs.

Reasonable Best Efforts. Upon (a) Subject to the terms and subject to ----------------------- the conditions set forth in of this Agreement, including Section 8.02(b), each of the parties agrees to Company and Parent shall, and each shall cause its Subsidiaries to, use its their respective reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law to consummate the Merger and make effective, in the most expeditious manner other transactions contemplated hereby as promptly as practicable, (x) including (i) preparing and filing as promptly as practicable with any Governmental Authority or other Third Party all documentation to effect all necessary Filings, (ii) obtaining as promptly as practicable and thereafter maintaining all Consents required to be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate the MergerMerger or other transactions contemplated hereby, and complying with the terms and conditions of each Consent and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement, including in seeking to obtain as promptly as practicable any required Consents and (y) which includes contesting (which includes by litigation) any (i) action, suit, investigation or proceeding brought by any Governmental Authority in a federal, state or administrative court seeking to enjoin, restrain, prevent, prohibit or make illegal consummation of the Merger or other transactions contemplated hereby or seeking damages or to impose any terms or conditions in connection with the Merger or (ii) Order that has been entered by a federal, state or administrative court that enjoins, restrains, prevents, prohibits or makes illegal consummation of the Merger or other transactions contemplated hereby or imposes any damages, terms or conditions in connection with the Merger or other transactions contemplated hereby. The parties understand and agree that Parent’s obligation to use its reasonable best efforts set forth in this Section 8.02(a) includes taking all actions and doing all things necessary, proper or advisable under Applicable Law (including divestitures, hold separate arrangements, the termination, assignment, novation or modification of Contracts (or portions thereof) or other business relationships, the acceptance of restrictions on business operations and the entry into other commitments and limitations) to obtain the governmental approvals described in clauses (x), (y) and (z) of the first sentence of Section 8.02(b) to consummate the Merger and the other transactions contemplated by this Agreementhereby, including (a) so long as such actions would not have and would not reasonably be expected to have, individually or in the obtaining of all necessary actions aggregate, a Regulatory Material Adverse Effect on Parent or non-actions, waivers, consents and approvals from Governmental Entities and on the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity, Company. (b) Notwithstanding Section 8.02(a) or anything else in this Agreement to the obtaining contrary, nothing in this Agreement will obligate or require Parent, Merger Sub or any of all necessary consentstheir respective Subsidiaries to take or cause to be taken any action (or refrain or cause to refrain from taking any action) or agree or cause to agree to any term, approvals condition or waivers from third partieslimitation (including, in each case, any of the actions or items referred to in the last sentence of Section 8.02(a)) as a condition to, or in connection with, (cx) the defending expiration or termination of any lawsuits applicable waiting period relating to the Merger under the HSR Act, (y) any other Antitrust Law or (z) obtaining any Parent Required Governmental Authorization or Company Required Governmental Authorization or any other legal proceedingsConsent from a Governmental Authority or otherwise, in each case if such action (or refraining from such action), term, condition or limitation would have or would reasonably be expected to have, individually or in the aggregate, a Regulatory Material Adverse Effect on Parent or on the Company. “Regulatory Material Adverse Effect” means, with respect to any Person, a material adverse effect on the financial condition, business, revenue or EBITDA of such Person and its Subsidiaries, taken as a whole; provided that, for purposes of determining whether judicial any action, term or administrative, challenging this Agreement condition would have or the consummation of the transactions contemplated hereby, including seeking would reasonably be expected to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reverseda Regulatory Material Adverse Effect on the Company, the Company and its Subsidiaries will collectively be deemed to be a company the size of (dand with revenue and EBITDA equal to those of) Parent and its Subsidiaries, taken as a whole (excluding, for the execution avoidance of doubt, the Company and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreementits Subsidiaries); provided, howeverfurther, that that, for purposes of determining whether any action, term or condition would have or would reasonably be expected to have a Regulatory Material Adverse Effect on Parent or on the -------- ------- Company, impacts on Parent, the Company shall or any of their respective Subsidiaries will be under no obligation aggregated. “EBITDA” means, with respect to take any action Person, the sum of (1) consolidated net income, determined in accordance with GAAP, plus (2) without duplication and to the extent that deducted in determining such consolidated net income, the Board sum of Directors shall conclude (I) consolidated interest expense, (II) consolidated income tax expense and (III) all amounts attributed to depreciation or amortization, in good faith, after consultation with the Company's outside counsel, that each case of such action could be inconsistent with the Board of Directors' fiduciary obligations under applicable lawPerson and its Subsidiaries.

Reasonable Best Efforts. Upon the terms and subject to ----------------------- the conditions set forth in this Agreement, each of the parties Parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger, Merger and the other transactions contemplated by this AgreementTransactions, including using reasonable best efforts to accomplish the following: (a) the taking of all commercially reasonable acts necessary to cause the conditions precedent set forth in Article VII to be satisfied; (b) the obtaining of all necessary actions or non-actions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (filings, including registrations, declarations and filings with Governmental Entities) , if any, and filings required pursuant to Antitrust Laws and the taking of all commercially reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity, Legal Proceeding; (bc) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the Transactions, including any other consents referred to on Schedule 3.05(b) of the Company Disclosure Letter; (cd) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (de) the execution and or delivery of any additional instruments reasonably necessary to consummate consummate, and to fully carry out the transactions contemplated by purposes of, the Transactions. This obligation shall include, on the part of SPAC, sending a termination letter to the Exchange Agent substantially in the applicable form attached to the Trust Agreement (the “Trust Termination Letter”). Notwithstanding anything herein to the contrary, nothing in this Agreement; provided, however, that the -------- ------- Company Agreement shall be under no obligation deemed to take require SPAC or the Company to agree to any action divestiture by itself or any of its Affiliates of shares or shares of capital stock or of any business, assets or property, the imposition of any limitation on the ability of any of them to conduct their business or to own or exercise control of their respective assets, properties, shares capital and capital stock, or the extent that the Board incurrence of Directors shall conclude in good faith, after consultation with the Company's outside counsel, that such action could be inconsistent with the Board of Directors' fiduciary obligations under applicable lawany liability or expense.

Reasonable Best Efforts. Upon (a) On the terms and subject to ----------------------- the conditions set forth in of this Agreement, each of the parties agrees to Seller and Purchaser shall use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law to consummate and make effectiveconsummate, in the most expeditious manner as promptly as practicable, the Merger, and the other transactions contemplated by this Agreement, including using its reasonable best efforts in (ai) the obtaining of all necessary actions or non-actionsnonactions, waivers101951134.15 consents, consents clearances and approvals from Governmental Entities or other persons necessary in connection with the consummation of the transactions contemplated by this Agreement and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by by, any Governmental Entity, Entity or other persons necessary in connection with the consummation of the transactions contemplated by this Agreement and (bii) the obtaining of all necessary consents, approvals or waivers from third parties, (c) the defending of any lawsuits or other legal proceedingsProceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyperformed or consummated by such party in accordance with the terms of this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed. (b) Each of Seller and Purchaser shall (i) as promptly as practicable, and (d) but in no event later than 10 business days following the execution and delivery of this Agreement, file or cause to be filed with the United States Federal Trade Commission and the United States Department of Justice the notification and report form required for the transactions contemplated hereby and any additional instruments information required in connection therewith pursuant to the HSR Act and (ii) as promptly as practicable, make such other filings as are necessary and advisable in other jurisdictions as required by other Antitrust Laws. Any such filing, notification and report form and information shall comply with the requirements of the HSR Act or such other Antitrust Law. Each of Seller and Purchaser shall furnish to consummate the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act or such other Antitrust Law. In furtherance and not in limitation of the provisions of Section 5.04(a) and this Section 5.04(b), each party shall, and shall cause their respective affiliates to, promptly use its reasonable best efforts to avoid, eliminate or resolve each and every impediment and obtain any clearance or approval required under the HSR Act or such other Antitrust Law that may be required by any Governmental Entity for the consummation of the transactions contemplated by this Agreement; provided. (c) Subject to Applicable Law, howeverSeller and Purchaser will furnish to the other such reasonable information and assistance as the other may request in connection with the preparation of any required filings or submissions with any Governmental Entity and will cooperate in responding to any inquiry from a Governmental Entity, including promptly (and, in any event, within 24 hours thereof) informing the other party of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Entity, and supplying each other with copies of all material correspondence, filings or communications between either party and any Governmental Entity with respect to this Agreement (other than private or personal information pertaining to any individual applicants which may remain confidential). Seller and Purchaser shall promptly inform the other of any communication from any Governmental Entity with respect to this Agreement. The parties acknowledge that Purchaser shall direct the -------- ------- Company antitrust defense, and shall control all lawsuits or other legal Proceedings arising under any Antitrust Law. Notwithstanding anything to the contrary herein, Seller shall not make any offer, acceptance, or counter-offer to or otherwise engage in negotiations or discussions with any Governmental Entity with respect to any proposed 101951134.15 settlement, consent decree, commitment or remedy, timing agreement, or, in the event of litigation, discovery, admissibility of evidence, timing or scheduling, except as specifically requested by or agreed with Purchaser. (d) Seller and Purchaser shall be under no obligation required to comply with any “Request for Additional Information and Documentary Materials” received from any Governmental Entity pursuant to the HSR Act or any other Antitrust Law. Seller and Purchaser agree to cooperate in obtaining any other consents and approvals that may be required in connection with the transactions contemplated by this Agreement. (e) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not be required to take or agree to take any action to the extent that the Board of Directors shall conclude in good faithaction, after consultation with the Company's outside counselincluding entering into any consent decree, hold separate order or other arrangement, that such would (i) require or result in the sale, divestiture or other direct or indirect disposition of any assets or rights of Purchaser or any of its affiliates or any portion of the Business or any Transferred Assets or (ii) limit Purchaser’s or any of its affiliates’ freedom of action could be inconsistent with respect to, or its or their ability to retain, consolidate or control, the Board Business or any of Directors' fiduciary obligations under applicable lawthe Transferred Assets or any of Purchaser’s or its affiliates’ other assets or businesses.

Reasonable Best Efforts. Upon the terms and subject to ----------------------- the conditions set forth in this Agreementherein, each of the parties agrees to use its all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger, Merger and the other transactions contemplated by this Agreement, including the following: (ai) the taking of all acts necessary to cause the conditions precedent set forth in ARTICLE VI to be satisfied, (ii) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations, submissions and filings (including registrations, declarations, filings and submissions of responses to requests for additional information and documentary material with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by any Governmental Entity, (biii) the obtaining of all necessary consents, approvals or waivers from third parties, (civ) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, and whether brought by any Governmental Entity or any other Person, challenging this Agreement or the consummation of the transactions contemplated hereby, including hereby or seeking to have any stay prevent, impede or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, delay the Closing and (dv) the execution and or delivery of any additional instruments necessary to consummate the transactions contemplated by by, and to fully carry out the purposes of, this Agreement; provided. In connection with seeking the consents, howeverwaivers and approvals referred to in the foregoing subsection (iii), that the -------- ------- Company shall be under no obligation keep Parent informed of all material developments and shall, at Parent’s reasonable request, include Parent in any discussions or communications with any parties from which any such consent, waiver or approval is sought hereunder. Without limiting the generality of the foregoing, prior to the Closing, Parent shall not, and shall cause its Affiliates not to, take any action, or fail to take any action to the extent that the Board of Directors shall conclude in good faith, after consultation with the Company's outside counselaction, that such action could would be inconsistent with reasonably likely to prevent or materially impede or delay the Board consummation of Directors' fiduciary obligations under applicable lawthe Merger.

Reasonable Best Efforts. Upon Subject to the express provisions of Section 6.2 and Section 6.3 hereof and upon the terms and subject to ----------------------- the conditions set forth in this Agreementherein, each of the parties agrees to use its all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger, the Debt Financing and the other transactions contemplated by this Agreement, including using all reasonable best efforts to accomplish the following: (ai) the satisfaction of the conditions precedent set forth in Article VII; (ii) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be reasonably necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by any Governmental Entity, ; (biii) the obtaining of all necessary consents, approvals or waivers from third parties, ; (civ) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (dv) the execution and or delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement; provided, however, use all reasonable best efforts to ensure that the -------- ------- Company shall Merger and the other transactions contemplated by this Agreement may be under no obligation consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to take any action to minimize the extent that effect of such Legal Requirement on the Board of Directors shall conclude in good faithMerger, after consultation with this Agreement and the Company's outside counsel, that such action could be inconsistent with the Board of Directors' fiduciary obligations under applicable lawtransactions contemplated hereby.

Reasonable Best Efforts. (a) Upon the terms and subject to ----------------------- the conditions set forth in this AgreementAgreement and in accordance with applicable Laws, each of the parties agrees to this Agreement will use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to ensure that the conditions set forth in Article VI are satisfied and to consummate and make effective, in the most expeditious manner practicable, the Merger, and the other transactions contemplated by this AgreementAgreement as promptly as practicable, including (ai) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from any Governmental Entities Entity and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by by, any Governmental Entity, (bii) the obtaining of all necessary consents, approvals or waivers from from, or taking other actions with respect to, third partiesparties necessary or advisable to be obtained or taken in connection with the transactions contemplated by this Agreement; provided, however, that without the prior written consent of Parent, the Company and its Subsidiaries may not commit to pay any amount of cash or other consideration that would be payable on or after the Closing Date, or incur or commit to incur any Liability that would survive the Closing Date, in connection with obtaining such consent, approval or waiver, (ciii) the subject to first having used its reasonable best efforts to negotiate a reasonable resolution of any objections underlying such lawsuits or other legal proceedings, defending of and contesting any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyby this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (div) the execution executing and delivery of delivering any additional instruments necessary to consummate the transactions contemplated hereby, and to fully carry out the purposes of this Agreement. (b) Parent and MergerCo and the Company will cooperate and consult with each other in connection with the making of all such filings, notifications and any other material actions pursuant to this Section 5.8, subject to applicable Law, by permitting counsel for the other party to review in advance, and consider in good faith the views of the other party in connection with, any proposed material written communication to any Governmental Entity and by providing counsel for the other party with copies of all filings and submissions made by such party and all correspondence between such party (and its advisors) with any Governmental Entity and any other information supplied by such party and such party’s Affiliates to or received from any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that material may be redacted (x) as necessary to comply with contractual arrangements, and (y) as necessary to address good faith legal privilege or confidentiality concerns. Except as otherwise required by Law, neither party shall file any such document or take such action if the -------- ------- other party has reasonably objected (and not withdrawn its objection) to the filing of such document or the taking of such action on the grounds that such filing or action would reasonably be expected to either (i) prevent, materially delay or materially impede the consummation of the transactions contemplated hereby, including the Merger, or (ii) cause a condition set forth in Article VI to not be satisfied in a timely manner. Neither Parent and MergerCo nor the Company shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent of the other party (which consent shall not be under no obligation to take unreasonably withheld or delayed). (c) Each of Parent and MergerCo and the Company will promptly inform the other party upon receipt of any action material communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement. If Parent and MergerCo or the Company (or any of their respective Affiliates) receives a request for additional information or documentary material from any such Person that is related to the extent that the Board of Directors shall conclude transactions contemplated by this Agreement, then such party will endeavor in good faithfaith to make, or cause to be made, as soon as reasonably practicable and after consultation with the Company's outside counselother party, an appropriate response in compliance with such request. The parties agree not to participate, or to permit their Affiliates to participate, in any substantive meeting or discussion with any Governmental Entity in connection with the transactions contemplated by this Agreement unless it so consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate. Each party will advise the other party promptly of any understandings, undertakings or agreements (oral or written) which the first party proposes to make or enter into with any Governmental Entity in connection with the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each party will use its reasonable best efforts (i) to resolve any objections that may be asserted with respect to the transactions contemplated by this Agreement under any antitrust, competition, premerger notification, trade regulation or merger control Law, including (subject to first having used reasonable best efforts to negotiate a resolution to any such objections) contesting and resisting any action or proceeding, and (ii) to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger or the other transactions contemplated by this Agreement and to have such action could be inconsistent with statute, rule, regulation, decree, judgment, injunction or other Order repealed, rescinded or made inapplicable so as to permit consummation of the Board of Directors' fiduciary obligations under applicable lawtransactions contemplated by this Agreement.

Reasonable Best Efforts. Upon the terms and subject to ----------------------- the conditions set forth in this Agreementherein provided, each of the parties agrees to use its reasonable best efforts to take, take or cause to be taken, taken all actions, and to do, do or cause to be done, done and to assist and cooperate with the other parties party in doing, doing all things necessary, proper or advisable under applicable Laws to consummate and make effective, in the most expeditious manner practicable, the Merger, and the other transactions contemplated by this Agreementhereby, including including: (a) the obtaining satisfaction of all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities and the making conditions precedent to the obligations of all necessary registrations and filings (including filings with Governmental Entities) and any of the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity, parties; (b) the obtaining of all necessary applicable consents, waivers or approvals of any Governmental Entities or waivers from third parties, ; (c) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, Actions challenging this Agreement or the consummation performance of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, obligations hereunder; and (d) the execution and delivery of such instruments, and the taking of such other actions as the other party may reasonably require in order to carry out the intent of this Agreement, it being understood and agreed that in connection with the obtaining of applicable consents, waivers or approvals of any additional instruments necessary Governmental Entities, if it is reasonably likely that the condition to consummate Closing set forth in Section 6.1(c) and/or Section 6.1(d) hereof (in each case, without giving effect to the transactions terms thereof regarding the imposition of terms and/or conditions by the applicable Governmental Entity) will not be satisfied at or prior to the Initial Outside Date (including any extension thereof), then Purchaser shall be required to (and shall cause its Subsidiaries to) take such actions and/or accept such terms and/or conditions (and Purchaser shall consent to the Company taking such actions and/or accepting such terms and/or conditions) as may be requested or imposed by the applicable Governmental Entity unless the effect thereof would result in the condition to Closing set forth in Section 6.1(c) and/or Section 6.1(d) not being satisfied. In addition, but subject to the terms set forth in the immediately following sentence, Seller agrees to use its reasonable best efforts to assist Purchaser in obtaining a waiver or amendment, as appropriate, to Section 9.17 of the Debenture Purchase Agreement to permit Purchaser to include the Company in its consolidated income Tax returns, and to permit the Company to make tax payments as part of Purchaser’s consolidated group in the same manner as currently provided for in such Section 9.17 with respect to Seller. Notwithstanding the foregoing, except as otherwise expressly contemplated by this Agreement; provided, however, that neither the -------- ------- Company nor any of its Affiliates nor Purchaser nor any of its Affiliates shall be under no obligation obligated to take make any action payments or otherwise pay any consideration to the extent that the Board of Directors shall conclude in good faithany third party (excluding Governmental Entities) to obtain any applicable consent, after consultation with the Company's outside counsel, that such action could be inconsistent with the Board of Directors' fiduciary obligations under applicable lawwaiver or approval.

Reasonable Best Efforts. Upon the terms and subject to ----------------------- the conditions set forth in this the Merger Agreement, each of the parties agrees to DICE, Xxxxx and Purchaser will, and will cause their respective subsidiaries to, use its reasonable best efforts to promptly take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as reasonably practicable and in any event prior to the most expeditious manner practicableOutside Date, the MergerOffer, the Merger and the other transactions contemplated by this AgreementTransactions, including (ai) causing each of the Offer Conditions and each of the conditions to the Merger set forth in the Merger Agreement to be satisfied, in each case as promptly as reasonably practicable after June 18, 2023, (ii) the making of all necessary notices to, and the obtaining of all necessary or advisable actions or non-actions, waiverswaivers and consents from, consents and approvals from Governmental Entities and any third party (including any governmental entity) with respect to Table of Contents the Merger Agreement or the Transactions, in each case as requested by Xxxxx, provided that DICE will not be required to make, or agree to make, any payments, or enter into or amend any contract, in connection therewith, (iii) the making of all necessary registrations registrations, declarations and filings (including filings with Governmental Entities) with, and the taking of all reasonable steps as may be necessary to obtain an approval avoid a Proceeding by, any governmental entity with respect to the Merger Agreement or waiver from, or to avoid an action or proceeding by any Governmental Entitythe Transactions, (b) the obtaining of all necessary consents, approvals or waivers from third parties, (civ) the defending or contesting of any lawsuits or other legal proceedingsProceedings, whether judicial or administrative, challenging this the Merger Agreement or the consummation of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity governmental entity vacated or reversed, reversed and (dv) the execution and delivery of any additional instruments necessary to consummate the transactions Transactions and to fully carry out the purposes of the Merger Agreement. In addition and without limiting the foregoing, DICE and DICE Board will (A) take all action necessary to ensure that no restrictions on business combinations of any takeover law or similar statute or regulation is or becomes applicable to any Transaction or the Merger Agreement and (B) if the restrictions on business combinations of any takeover law or similar statute or regulation becomes applicable to any Transaction or the Merger Agreement, use its reasonable best efforts to take all action necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by this the Merger Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions and the Merger Agreement. Each of Lilly and DICE will not, and will not permit their respective subsidiaries to, enter into any agreement providing for, or consummate, any acquisition of a 40% or greater ownership interest in or applicable assets of any third party, where (i) such third party’s lead product or product candidate is, or the subject assets include, an oral or injectable small molecule drug, the primary indication for which is psoriasis or psoriatic arthritis, and (ii) such agreement or acquisition would reasonably be expected to prevent or materially delay any required approvals, or the expiration or termination of the applicable waiting period, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), or any foreign antitrust laws applicable to the Merger. Xxxxx and DICE will, or will cause their ultimate parent entity as that term is defined in the HSR Act to, in consultation and cooperation with the other, file (i) with the U.S. Federal Trade Commission (the “FTC”) and the Antitrust Division of the U.S. Department of Justice (the “DOJ”) the notification and report form required under the HSR Act for the Offer, the Merger or any of the other Transactions as promptly as practicable (but in no event later than July 10, 2023) and (ii) all appropriate filings, notices, applications or similar documents required under any foreign antitrust law applicable to the Transactions (as set forth in the Disclosure Letter) as promptly as reasonably practicable. Each of Lilly and DICE will (i) furnish to the other party such necessary information and reasonable assistance as the other party may request in connection with its preparation of any filing or submission which is necessary under the HSR Act or any foreign antitrust law, (ii) give the other party reasonable prior notice of any such filings or submissions and, to the extent reasonably practicable, of any communication with, and any inquiries or requests for additional information from, the FTC, the DOJ and any other governmental entity regarding the Offer, the Merger or any of the other Transactions, and permit the other party (or its outside counsel if necessary to retain confidentiality) to review and discuss in advance, and consider in good faith the views of, permit the participation of, and incorporate all reasonable comments of the other party in connection with, any such filings, submissions, communications, inquiries or requests, (iii) unless prohibited by applicable law or by the applicable governmental entity, and to the extent reasonably practicable, (A) not participate in or attend any meeting, or engage in any substantive conversation, with any governmental entity in respect of the Offer, the Merger or any of the other Transactions without providing reasonable prior notice the other party, (B) in the event one party is prohibited by applicable law or by the applicable governmental entity from participating in or attending any such meeting or engaging in any such conversation, keep such party apprised with respect thereto, (C) cooperate with one another in the filing of any substantive memoranda, white papers, filings, correspondence or other written communications explaining or defending the Merger Agreement, the Offer, the Merger or any of the other Transactions, articulating any regulatory or competitive argument or responding to requests or objections made by any governmental entity and (D) furnish the other party with copies of all filings, submissions, correspondence and communications (and memoranda setting forth the substance thereof) between it and its affiliates and their respective representatives, on the one hand, and any governmental entity or members of any governmental entity’s staff, on the other hand, with respect to the Merger Agreement, the Offer, the Merger and the other Transactions and (iv) comply with any inquiry or request from the FTC, the Table of Contents DOJ or any other governmental entity as promptly as reasonably practicable. Any such additional information will be in substantial compliance with the requirements of the HSR Act or the applicable foreign antitrust law, as the case may be. The parties hereto agree not to extend, directly or indirectly, any waiting period under the HSR Act or any foreign antitrust law or enter into any agreement with a governmental entity to delay or not to consummate the Offer, the Merger or any of the other Transactions, except with the prior written consent of the other party. Without limiting the foregoing, DICE, Xxxxx and Purchaser will promptly provide to the other (or the other’s respective advisors) copies of all correspondence between such party and any Governmental Entity relating to the Transactions. DICE, Xxxxx and Purchaser may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the other under Section 7.02 of the Merger Agreement as “outside counsel only.” Such materials and the information contained therein will be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance written consent of the party providing such materials. In furtherance of the foregoing and subject to the terms and conditions set forth in the Merger Agreement, Lilly and Purchaser have agreed to take promptly any and all steps necessary to avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers under the HSR Act or any foreign antitrust law that may be required by any governmental entity, so as to enable DICE, Xxxxx and Purchaser to close the Transactions as promptly as practicable (and in any event by or before the Outside Date); provided, howeverhowever that nothing in Section 7.02 of the Merger Agreement will require, and notwithstanding anything to the contrary in the Merger Agreement, neither Lilly nor Purchaser will have any obligation to (or to cause any of their respective subsidiaries or affiliates or DICE or any DICE Subsidiary to): (i) sell, license, divest or dispose of or hold separate the assets, intellectual property or businesses of any entity, (ii) terminate, amend or assign any existing relationships or contractual rights or obligations of any entity, (iii) change or modify any course of conduct regarding future operations of any entity, (iv) otherwise take any action that would limit the -------- ------- Company shall be under no obligation freedom of action with respect to, or the ability to retain, one or more businesses, assets or rights of any entity or interests therein or (v) commit to take any action to the extent that the Board of Directors shall conclude in good faith, after consultation with the Company's outside counsel, that such action could be inconsistent with in the Board of Directors' fiduciary obligations under applicable lawforegoing clause (i), (ii), (iii) or (iv).

Reasonable Best Efforts. Upon (a) Subject to the terms and subject to ----------------------- the conditions set forth in this Agreement, each of the parties agrees to Parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective, in effective the most expeditious manner practicable, the Merger, Merger and the other transactions contemplated by this AgreementAgreement as promptly as practicable, including (ai) the obtaining of all necessary actions or non-actionsnonactions, waivers, authorizations, expirations or terminations of waiting periods, clearances, consents and approvals approvals, including the Company Approvals, from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by by, any Governmental Entity, (bii) the obtaining of all necessary consents, approvals or waivers from third parties, (ciii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, this Agreement and (div) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. (b) Subject to the terms and conditions herein provided and without limiting the foregoing, the Company and Parent shall (i) as promptly as practicable make appropriate filings in accordance with the PRC Merger Regulation, (ii) use reasonable best efforts to cooperate with each other in (x) determining whether any filings are required to be made with, or actions or nonactions, waivers, authorizations, expirations or terminations of waiting periods, clearances, consents or approvals are required to be obtained from, any other Governmental Entities (including any foreign jurisdiction in which the Company or its Subsidiaries are operating any business) or third parties in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (y) timely making all such filings and timely seeking all such actions or nonactions, waivers, authorizations, expirations or terminations of waiting periods, clearances, consents and approvals, (iii) supply as promptly as practicable such information or documentation that may be requested pursuant to any Regulatory Law (as defined in Section 5.6(e)) by any Governmental Entity, and (iv) use reasonable best efforts to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby. Without limiting the foregoing, Parent and the Company shall each take all such further action as may be necessary to resolve such objections, if any, as the antitrust enforcement authorities or competition authorities of any nation or jurisdiction may assert under Regulatory Law with respect to the transactions contemplated hereby, and to avoid or eliminate, and minimize the impact of, each and every impediment under any Law that may be asserted by any Governmental Entity with respect to the Merger in each case so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than the End Date (as defined in Section 7.1(b))); provided, however, that that Parent and the -------- ------- Company shall not be under no obligation required to (x) propose, negotiate, commit to and effect, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets, businesses, products or product lines of Parent or the Company (or any of their respective Subsidiaries or affiliates), (y) create or terminate relationships, ventures, contractual rights or obligations of the Company or Parent or their respective Subsidiaries or affiliates or (z) otherwise take or commit to take actions that after the Closing Date would limit the freedom of Parent or its Subsidiaries’ (including the Surviving Corporation’s) or affiliates’ freedom of action with respect to, or its ability to retain, one or more of its or its Subsidiaries’ (including the Surviving Corporation’s) or affiliates’ businesses, product lines or assets, in each case as may be required in order to obtain all required actions or nonactions, waivers, authorizations, expirations or terminations of waiting periods, clearances, consents and approvals and to avoid the entry of, or to effect the dissolution of, any action injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of preventing the Closing or delaying the Closing beyond the End Date (each of (x), (y) and (z), a “Divestiture”), unless such Divestitures are in respect of any assets, businesses, products or product lines of Parent or the Company the aggregate revenues of which are equal to or in excess of $7 million for the most recent fiscal year (a “Material Divestiture”). (c) Parent shall be entitled to direct the antitrust defense of the transaction contemplated by this Agreement in any investigation or litigation by, or negotiations with, any Governmental Entity or other Person relating to the Merger or regulatory filings under applicable Regulatory Law, including any communications with any Governmental Entity relating to any contemplated or proposed Divestiture. Without limiting the foregoing and subject to applicable legal limitations and the instructions of any Governmental Entity, each of the Company and Parent agrees to (i) cooperate and consult with each other, (ii) furnish to the other such necessary information and assistance as the other may reasonably request in connection with its preparation of any notifications or filings, (iii) keep each other apprised of the status of matters relating to the completion of the transactions contemplated thereby, including promptly furnishing the other with copies of notices or other communications received by such Party from, or given by such Party to, any third party and/or any Governmental Entity with respect to such transactions, (iv) permit the other Party to review and incorporate the other Party’s reasonable comments in any communication to be given by it to any Governmental Entity with respect to obtaining the necessary approvals for the Merger, and (v) in the case of Parent, not to participate in any meeting or discussion expected to address substantive matters related to the transactions contemplated hereby, either in person or by telephone, with any Governmental Entity in connection with the proposed transactions unless, to the extent that not prohibited by such Governmental Entity, it gives the Board Company the opportunity to attend and observe. Subject to applicable legal limitations and the instructions of Directors any Governmental Entity, the Company agrees it shall conclude consult with Parent in good faithadvance of and not to participate in any meeting or discussion expected to address substantive matters related to the transactions contemplated hereby, after consultation either in person or by telephone, with any Governmental Entity in connection with the Company's outside counselproposed transactions unless, to the extent not prohibited by such Governmental Entity, it gives Parent the opportunity to attend and observe. The Parties shall take reasonable efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 5.6 in a manner so as to preserve any applicable privilege. (d) In furtherance and not in limitation of the covenants of the Parties contained in this Section 5.6, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Regulatory Law, each of the Company and Parent shall use reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that such action could be inconsistent with is in effect and that prohibits, prevents or restricts consummation of the Board transactions contemplated by this Agreement. (e) For purposes of Directors' fiduciary obligations under applicable lawthis Agreement, “Regulatory Law” means the Sxxxxxx Act, as amended, the Cxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, the PRC Merger Regulation, and all other federal, state or foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws, including without limitation any antitrust, competition or trade regulation Laws, that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition through merger or acquisition.

Reasonable Best Efforts. Upon (a) Subject to the terms and subject to ----------------------- the conditions set forth in this Agreement, each of the parties agrees Company and EGI-TRB shall use (and cause its affiliates to use use) its reasonable best efforts (subject to, and in accordance with, applicable Law) to taketake promptly, or cause to be takentaken promptly, all actions, and to dodo promptly, or cause to be donedone promptly, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective, in effective the most expeditious manner practicable, the Merger, Merger and the other transactions contemplated by this Agreement, including (ai) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents and approvals approvals, including the Company Approvals and the ESOP Approvals, from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by by, any Governmental Entity, (bii) the obtaining of all necessary consents, approvals or waivers from third partiesparties and all consents, approvals and waivers from third parties reasonably requested by EGI-TRB to be obtained in respect of the Company Material Contracts in connection with the Merger, this Agreement or the transactions contemplated by this Agreement (it being understood that the failure to receive any such consents, approvals or waivers shall not be a condition to EGI-TRB’s obligations hereunder), (ciii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the transactions contemplated herebyby this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (div) the execution and delivery of any additional instruments necessary to consummate the Merger and the transactions contemplated by this AgreementAgreement and (v) the obtaining of the Financing on the terms and conditions described in the Financing Commitments; provided, however, that in no event shall EGI-TRB, the -------- ------- Company or any of their Subsidiaries be required to pay prior to the Effective Time any fee, penalty or other consideration to any third party for any consent or approval required for the consummation of the transactions contemplated by this Agreement under any contract or agreement. Guarantor covenants and agrees to the matters set forth on Section 5.7(a) of the Company SPA Disclosure Schedule. (b) Subject to the terms and conditions herein provided and without limiting the foregoing, the Company and EGI-TRB shall (i) promptly, (A) but in no event later than fifteen (15) days after the date hereof, make their respective filings and thereafter make any other required submissions under the HSR Act, and (B) but in no event later than thirty (30) days after the date hereof, make their respective filings and thereafter make any other required submissions with the FCC to obtain the FCC Order (the “FCC Applications”), (ii) use reasonable best efforts to cooperate with each other in (x) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers or approvals are required to be obtained from, any third parties or other Governmental Entities in connection with the execution and delivery of this Agreement, the Merger Agreement or the consummation of the transactions contemplated thereby and (y) timely making all such filings and timely seeking all such consents, permits, authorizations or approvals, (iii) use reasonable best efforts to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the Merger and transactions contemplated by this Agreement, including taking all such further action as reasonably may be necessary to resolve such objections, if any, as the FCC, the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction or any other person may assert under Regulatory Law with respect to the Merger or transactions contemplated by this Agreement, and to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Entity with respect to the Merger or transactions contemplated by this Agreement, so as to enable the First Closing, the Second Closing and the Effective Time to occur as soon as reasonably possible (and in any event no obligation later than the First Closing End Date (as hereinafter defined), in the case of the First Closing, and no later than the End Date, in the case of the Second Closing and the Effective Time), including, without limitation (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, trust or otherwise, the sale, divestiture or disposition of such assets or businesses of EGI-TRB or its Subsidiaries or affiliates or of the Company or its Subsidiaries and (y) otherwise taking or committing to take actions that after the Effective Time would limit the freedom of EGI-TRB or its Subsidiaries’ (including the Surviving Corporation’s) or affiliates’ freedom of action with respect to, or its ability to retain, one or more of its or its Subsidiaries’ (including the Surviving Corporation’s) businesses, product lines or assets, in each case as may be required in order to avoid the entry of, or to effect the dissolution of, any action injunction, temporary restraining order or other order in any suit or proceeding which would otherwise have the effect of preventing or materially delaying the Closing, (iv) promptly inform the other party upon receipt of any material communication from the FCC, the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice or any other Governmental Entity regarding any of the transactions contemplated by this Agreement and (v) subject to applicable legal limitations and the instructions of any Governmental Entity, keep each other apprised of the status of matters relating to the completion of the transactions contemplated thereby, including promptly furnishing the other with copies of notices or other communications received by the Company or EGI-TRB, as the case may be, or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to such transactions. The Company and EGI-TRB shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Entity. Each of the Company and EGI-TRB agrees not to (A) participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Entity in connection with the proposed transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate, (B) extend any waiting period under the HSR Act without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) or (C) enter into any agreement with any Governmental Entity not to consummate the transactions contemplated by this Agreement without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed). (c) In furtherance and not in limitation of the covenants of the parties contained in this Section 5.7, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement or the Merger Agreement as violative of any Regulatory Law, each of the Company and EGI-TRB shall cooperate in all respects with each other and shall use their respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.7 shall limit a party’s right to terminate this Agreement pursuant to Section 8.19(b) or 8.19(f) or EGI-TRB’s right to terminate this Agreement pursuant to Section 8.19(g) so long as such party has, prior to such termination, complied with its obligations under this Section 5.7. (d) EGI-TRB and the Company acknowledge that license renewal applications (each, a “Renewal Application”) may be pending before the FCC with respect to one or more Company Stations (each, a “Renewal Station”). In order to avoid disruption or delay in the processing of the FCC Applications, EGI-TRB and the Company agree, as part of the FCC Applications, to request that the Board FCC apply its policy permitting the processing of Directors license assignments and transfers in transactions involving multiple markets, notwithstanding the pendency of one or more license renewal applications. EGI-TRB and the Company agree to make such representations and undertakings as are reasonably necessary or appropriate to invoke such policy, including undertakings to assume the position of applicant with respect to any pending Renewal Application, and to assume the risks relating to such Renewal Application. To the extent reasonably necessary to expedite grant of a Renewal Application, and thereby facilitate grant of the FCC Applications, EGI-TRB and the Company shall conclude enter into tolling agreements with the FCC with respect to the relevant Renewal Application as reasonably necessary or appropriate to extend the statute of limitations for the FCC to determine or impose a forfeiture penalty against such Renewal Station in connection with any pending complaints, investigations, letters of inquiry or other proceedings, including complaints that such Renewal Station aired programming that contained obscene, indecent or profane material (a “Tolling Agreement”). EGI-TRB and the Company shall consult in good faith, after consultation faith with the Company's outside counsel, that each other prior to entering into any such action could be inconsistent with the Board of Directors' fiduciary obligations under applicable lawTolling Agreement.

Reasonable Best Efforts. Upon Each party hereto agrees that it will not voluntarily undertake any course of action inconsistent with the terms provisions or intent of this Agreement and subject to ----------------------- the conditions set forth in this Agreement, each of the parties agrees to will use its reasonable best efforts Reasonable Best Efforts to take, or cause to be taken, all actions, action and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable under Applicable Laws to consummate and make effective, in the most expeditious manner practicable, the Merger, and the other transactions contemplated by this Agreement, including including, without limitation, (a) the obtaining of all necessary actions or non-actionscooperation in determining whether any other consents, approvals, orders, authorizations, waivers, consents and approvals from Governmental Entities and the making declarations, filings or registrations of all necessary registrations and filings (including filings or with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental EntityEntity or third party are required in connection with the consummation of the transactions contemplated hereby, (b) the obtaining of all necessary using its Reasonable Best Efforts to obtain any such consents, approvals or approvals, orders, authorizations and waivers from third partiesrequired to consummate the transactions contemplated by this Agreement and to effect any such declarations, filings and registrations, (c) using its Reasonable Best Efforts to cause to be lifted or rescinded any injunction or restraining order or other order adversely affecting the defending ability of any the parties to consummate the transactions contemplated hereby, (d) using its Reasonable Best Efforts to defend, and to cooperate in defending, all lawsuits or other legal proceedings, whether judicial or administrative, Proceedings challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking (v) causing the conditions set forth in Articles Sections 6.01 and 6.02, as applicable, to have any stay be satisfied on or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, prior to the Closing Date and (de) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement; provided, however, that the -------- ------- Company shall be under no obligation to take any action to the extent that the Board of Directors shall conclude in good faith, after consultation with the Company's outside counsel, that such action could be inconsistent with the Board of Directors' fiduciary obligations under applicable lawhereby.

Reasonable Best Efforts. Upon Except where a different standard of efforts to be undertaken is expressly set forth in another Section or provision of this Agreement, upon the terms and subject to ----------------------- the conditions set forth in this Agreement, each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in as soon as possible following the most expeditious manner practicabledate hereof, the Merger, Mergers and the other transactions contemplated by this Agreement, including using reasonable best efforts in (ai) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents and approvals from Governmental Entities as set forth in Section 4.2(c) of the APP Disclosure Letter and Section 5.2(c) of the FHC Wisconsin Disclosure Letter (the “Required Consents”) prior to the applicable Effective Time, and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver a Required Consent from, or to avoid an action or proceeding by by, any Governmental Entity, (bii) the obtaining of all necessary consents, approvals or waivers waivers, and any necessary or appropriate financing arrangements, from third parties, (ciii) the contesting and defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyby this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (div) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by by, and to fully carry out the purposes of, this Agreement; provided, however, that the -------- ------- Company shall be under no obligation to take and (v) refraining from taking any action that would reasonably be expected to impede, interfere with, prevent or materially delay the extent that consummation of the Board of Directors shall conclude in good faith, after consultation with the Company's outside counsel, that such action could be inconsistent with the Board of Directors' fiduciary obligations under applicable lawMergers.

Reasonable Best Efforts. Upon the terms and subject to ----------------------- the conditions set forth in this Agreement, each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger, Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (a) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (b) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents and approvals from Governmental Entities Authorities and the making of all necessary registrations and filings (including filings with Governmental EntitiesAuthorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental EntityAuthority, (bc) the obtaining of all necessary consents, approvals or waivers from third parties, (cd) the defending avoidance of impediments under any lawsuits merger control, trade regulation or other legal proceedings, whether judicial or administrative, challenging Law that may be asserted by any Governmental Authority with respect to this Agreement or and the consummation of the Merger and other transactions contemplated hereby, including seeking hereby necessary to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, enable the conditions to Closing to be satisfied as promptly as practicable and (de) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the first sentence of this Section 6.03, each of the Company and the Company Board and Parent and the Parent Board shall (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Merger or any of the other transactions contemplated by this Agreement and (ii) if any state takeover statute or similar statute becomes applicable to this Agreement, the Merger or any of the other transactions contemplated by this Agreement; provided, however, take all action reasonably necessary to ensure that the -------- ------- Company Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Merger and the other transactions contemplated by this Agreement. Notwithstanding the foregoing or anything else to the contrary in this Agreement, nothing shall be under no obligation deemed to take require Parent to (A) agree to, or proffer to, divest or hold separate any action to assets or any portion of any business of Parent or any of its Subsidiaries or, assuming the extent that consummation of the Board Merger, the Company or any of Directors shall conclude its Subsidiaries, (B) not compete in good faithany geographic area or line of business, after consultation with (C) restrict the manner in which, or whether, Parent, the Company's outside counsel, that such action could be inconsistent with the Board Surviving Corporation or any of Directors' fiduciary obligations under applicable law.their respective Affiliates may carry

Reasonable Best Efforts. (a) Upon the terms and subject to ----------------------- the conditions set forth in this Agreement and compliance with applicable Law and the other terms of this Agreement, each of the parties W. X. Xxxxx, Merger Sub and CPA18 agrees to use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party or its Subsidiaries pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger, Merger and the other transactions contemplated by this Agreementthe Transaction Documents, including (ai) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval approval, waiver or waiver from, or to avoid an action or proceeding by exemption from any Governmental Entity, (bii) the obtaining of all necessary consents, approvals approvals, waivers or waivers exemptions from non-governmental third parties, (c) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (diii) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In addition, each of W. X. Xxxxx, Mxxxxx Sub and CPA18 agrees to use its reasonable best efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger, this Agreement or the transactions contemplated by the Transaction Documents, including seeking to have any stay, temporary restraining order, injunction, or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated by the Transaction Documents entered by any court or other Governmental Entity vacated or reversed. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of CPA18, W. X. Xxxxx and Merger Sub shall take all such necessary action. From the date of this Agreement through the Effective Time, CPA18 shall timely file, or cause to be filed, with the SEC all CPA18 SEC Documents required to be so filed. (b) Each of CPA18, W. X. Xxxxx and Merger Sub shall give prompt notice to each other party if (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becomes untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becomes untrue or inaccurate in any material respect or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided that the delivery of any notice pursuant to Section 4.2(a) shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice; and provided, howeverfurther, that failure to give such notice shall not be treated as a breach of covenant for the -------- ------- Company shall be under no obligation to take any action to purposes of Sections 5.2(b) or 5.3(b), as the extent that the Board of Directors shall conclude in good faith, after consultation with the Company's outside counsel, that such action could be inconsistent with the Board of Directors' fiduciary obligations under applicable lawcase may be.

Reasonable Best Efforts. Upon Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon the terms and subject to ----------------------- the conditions set forth in this Agreementherein, each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger, Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (ai) the causing of the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and and, subject to the limitations set forth herein, the taking of all reasonable steps and remedies as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by any Governmental Entity, (biii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (civ) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or stay, temporary restraining order or preliminary injunction entered by any court or other Governmental Entity vacated or reversed, and (dv) the execution and or delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Credence and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement; provided, however, use reasonable best efforts to ensure that the -------- ------- Company shall Merger and the other transactions contemplated by this Agreement may be under no obligation consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to take any action to minimize the extent that effect of such Legal Requirement on the Board of Directors shall conclude in good faithMerger, after consultation with this Agreement and the Company's outside counsel, that such action could be inconsistent with the Board of Directors' fiduciary obligations under applicable lawtransactions contemplated hereby.

Reasonable Best Efforts. Upon (a) Subject to the terms and subject to ----------------------- the conditions set forth in of this Agreement, including ‎Section 8.02(b), each of the parties agrees to Company and Parent shall, and each shall cause its Subsidiaries to, use its their respective reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law to consummate the Merger and make effective, in the most expeditious manner other transactions contemplated hereby as promptly as practicable, (x) including (i) preparing and filing as promptly as practicable with any Governmental Authority or other Third Party all documentation to effect all necessary Filings, (ii) obtaining as promptly as practicable and thereafter maintaining all Consents required to be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate the MergerMerger or other transactions contemplated hereby, and complying with the terms and conditions of each Consent and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement, including in seeking to obtain as promptly as practicable any required Consents and (y) which includes contesting (which includes by litigation) any (i) action, suit, investigation or proceeding brought by any Governmental Authority in a federal, state or administrative court seeking to enjoin, restrain, prevent, prohibit or make illegal consummation of the Merger or other transactions contemplated hereby or seeking damages or to impose any terms or conditions in connection with the Merger or (ii) Order that has been entered by a federal, state or administrative court that enjoins, restrains, prevents, prohibits or makes illegal consummation of the Merger or other transactions contemplated hereby or imposes any damages, terms or conditions in connection with the Merger or other transactions contemplated hereby. The parties understand and agree that Parent’s obligation to use its reasonable best efforts set forth in this ‎Section 8.02(a) includes taking all actions and doing all things necessary, proper or advisable under Applicable Law (including divestitures, hold separate arrangements, the termination, assignment, novation or modification of Contracts (or portions thereof) or other business relationships, the acceptance of restrictions on business operations and the entry into other commitments and limitations) to obtain the governmental approvals described in clauses (x), (y) and (z) of the first sentence of ‎Section 8.02(b) to consummate the Merger and the other transactions contemplated by this Agreementhereby, including (a) so long as such actions would not have and would not reasonably be expected to have, individually or in the obtaining of all necessary actions aggregate, a Regulatory Material Adverse Effect on Parent or non-actions, waivers, consents and approvals from Governmental Entities and on the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity, Company. (b) Notwithstanding ‎Section 8.02(a) or anything else in this Agreement to the obtaining contrary, nothing in this Agreement will obligate or require Parent, Merger Sub or any of all necessary consentstheir respective Subsidiaries to take or cause to be taken any action (or refrain or cause to refrain from taking any action) or agree or cause to agree to any term, approvals condition or waivers from third partieslimitation (including, in each case, any of the actions or items referred to in the last sentence of ‎Section 8.02(a)) as a condition to, or in connection with, (cx) the defending expiration or termination of any lawsuits applicable waiting period relating to the Merger under the HSR Act, (y) any other Antitrust Law or (z) obtaining any Parent Required Governmental Authorization or Company Required Governmental Authorization or any other legal proceedingsConsent from a Governmental Authority or otherwise, in each case if such action (or refraining from such action), term, condition or limitation would have or would reasonably be expected to have, individually or in the aggregate, a Regulatory Material Adverse Effect on Parent or on the Company. “Regulatory Material Adverse Effect” means, with respect to any Person, a material adverse effect on the financial condition, business, revenue or EBITDA of such Person and its Subsidiaries, taken as a whole; provided that, for purposes of determining whether judicial any action, term or administrative, challenging this Agreement condition would have or the consummation of the transactions contemplated hereby, including seeking would reasonably be expected to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reverseda Regulatory Material Adverse Effect on the Company, the Company and its Subsidiaries will collectively be deemed to be a company the size of (dand with revenue and EBITDA equal to those of) Parent and its Subsidiaries, taken as a whole (excluding, for the execution avoidance of doubt, the Company and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreementits Subsidiaries); provided, howeverfurther, that that, for purposes of determining whether any action, term or condition would have or would reasonably be expected to have a Regulatory Material Adverse Effect on Parent or on the -------- ------- Company, impacts on Parent, the Company shall or any of their respective Subsidiaries will be under no obligation aggregated. “EBITDA” means, with respect to take any action Person, the sum of (1) consolidated net income, determined in accordance with GAAP, plus (2) without duplication and to the extent that deducted in determining such consolidated net income, the Board sum of Directors shall conclude (I) consolidated interest expense, (II) consolidated income tax expense and (III) all amounts attributed to depreciation or amortization, in good faith, after consultation with the Company's outside counsel, that each case of such action could be inconsistent with the Board of Directors' fiduciary obligations under applicable lawPerson and its Subsidiaries.

Reasonable Best Efforts. (a) Upon the terms and subject to ----------------------- the conditions set forth in this Agreement, each of the parties Parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger, Mergers and the other transactions contemplated by this AgreementTransactions, including using reasonable best efforts to accomplish the following: (ai) the taking of all commercially reasonable acts necessary to cause the conditions precedent set forth in Article VIII to be satisfied; (ii) the obtaining of all necessary actions or non-actions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all commercially reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity, Legal Proceeding; (biii) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the Transactions, including any other consents, approvals or waivers from third parties referred to on Schedule 4.5(b) of the Company Disclosure Letter, other than as provided in Section 7.5(b); (civ) the termination of each agreement set forth on Schedule 7.5(a) of the Company Disclosure Letter; (v) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (dvi) the execution and or delivery of any additional instruments reasonably necessary to consummate consummate, and to fully carry out the transactions contemplated by purposes of, the Transactions. This obligation shall include, on the part of Parent, sending a termination letter to Continental substantially in the applicable form attached to the Trust Agreement (the “Trust Termination Letter”). (b) Upon the terms and subject to the conditions set forth in this Agreement; provided, howeverthe Company agrees to use its reasonable best efforts to take, that the -------- ------- Company shall or cause to be under no obligation taken, all actions, and to take any action do, or cause to be done all things necessary, proper or advisable to consummate and make effective, on or prior to the extent Closing Date, the obtaining of the Existing Credit Agreement Consents (it being understood and agreed that (i) the Board obtaining of Directors the Existing Credit Agreement Consents shall conclude solely be the responsibility of the Company and (ii) in good faithno event shall the Company have any liability for monetary damages to Parent, after consultation First Merger Sub or Second Merger Sub as a result of the failure to obtain any such consents, approvals or waivers, including the Existing Credit Agreement Consents). Parent shall and shall cause its Representatives to reasonably cooperate with the Company's outside counsel’s efforts under this Section 7.5(b), that such action could including by providing any documentation and other information as may be inconsistent with the Board of Directors' fiduciary obligations required under applicable law“know your customer” and anti-money laundering rules and regulations. (c) Notwithstanding anything herein to the contrary, nothing in this Section 7.5 shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, the imposition of any limitation on the ability of any of them to conduct their business or to own or exercise control of their respective assets, properties and capital stock, or the incurrence of any liability or expense.

Reasonable Best Efforts. (a) Upon the terms and subject to ----------------------- the conditions set forth in this Agreement, each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things actions that are necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger, Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (ai) the obtaining of obtain all necessary actions or non-actionsnonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and (including those required under the making of Gaming Laws), make all necessary registrations registrations, declarations and filings (including filings with Governmental Entities) and the taking of filings, take all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Action by, any Governmental EntityEntity (including those required under the Gaming Laws) and, in the case of Parent and Merger Sub, obtain the necessary Gaming Licenses, (bii) the obtaining of all necessary consentsvigorously resist and contest any Action, approvals including administrative or waivers from third partiesjudicial Action, (c) the defending of and seek to have vacated, lifted, reversed or overturned any lawsuits decree, judgment, injunction or other legal proceedingsorder (whether temporary, whether judicial preliminary or administrativepermanent) that is in effect and that could restrict, challenging this Agreement prevent or the prohibit consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered including, without limitation, by any court or other Governmental Entity vacated or reversed, vigorously pursuing all avenues of administrative and judicial appeal and (diii) the execution execute and delivery of deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement. The parties agree to work together in a commercially reasonable fashion to identify and obtain those required consents, approvals or waivers from, or participate in other discussions or negotiations with, such third parties as the parties reasonably deem appropriate for purposes of preserving the business relationships of the Company and its Subsidiaries following the consummation of the Merger. For purposes of clarity, no consent, waiver or approval of any third party (other than a Governmental Entity as required) (a “Third Party Consent” ) whether party to a Contract with the Company or any of its Subsidiaries or otherwise shall be a condition or requirement of the transactions contemplated by this Agreement; provided, however, at the explicit written instruction of Parent the Company shall seek to obtain a Third Party Consent with the understanding that the -------- ------- Parent first waive any consequences under this Agreement with respect to such action and any fee, penalty or other consideration in connection with obtaining any such Third Party Consent shall be only be paid by Parent and at Parent’s sole discretion. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information and subject to all confidentiality obligations hereunder and in the Confidentiality Agreement, Parent and the Company shall be under no obligation have the right to take any action review in advance, and to the extent that the Board of Directors practicable each shall conclude in good faith, after consultation consult with the Company's outside counselother in connection with, all of the information relating to Parent or the Company (but not as to any individual applicant for a finding of suitability), as the case may be, and any of their respective Subsidiaries, that such action could be inconsistent appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Board Merger and the other transactions contemplated by this Agreement. In exercising the foregoing rights, each of Directors' fiduciary Parent and the Company shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entity and subject to all confidentiality obligations hereunder and in the Confidentiality Agreement, the Company and Parent shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received by the Company or Parent, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable under applicable lawthe circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the transactions contemplated hereby. (b) To the extent any of the covenants in this Merger Agreement constitute restrictions on transfer or agreements not to encumber the stock or other equity securities of the Company or any of its Subsidiaries which are licensed by or registered with the Nevada gaming authorities (including, without limitation, Section 5.1(b) without giving effect to the proviso at the end of such Section), the Company shall take all steps necessary to apply for approval of such restrictions and agreements no later than five (5) Business Days after the execution of this Agreement and shall use its reasonable best efforts to obtain such approval no later than 20 Business Days after the filing of such application with the Chairman of the Nevada State Gaming Control Board. Promptly upon receipt of such written approval, the Company shall furnish a copy to Parent.

Reasonable Best Efforts. Upon the terms and subject to ----------------------- the conditions set forth in this Agreement, each of the parties Parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger, Mergers and the other transactions contemplated by this AgreementTransactions, including using reasonable best efforts to accomplish the following: (a) the taking of all commercially reasonable acts necessary to cause the conditions precedent set forth in ARTICLE VIII to be satisfied; (b) the obtaining of all necessary actions or non-actions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all commercially reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity, Legal Proceeding; (bc) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the Transactions, including any consents referred to on Section 4.5(a) of the Company Disclosure Letters (cit being understood, for the avoidance of doubt, that nothing herein shall require either Company in connection therewith to incur any liability or expense or subject itself, any of their Subsidiaries or the business of the foregoing to any imposition of any limitation on the ability of any of them to conduct their business or to own or exercise control of their assets or properties); (d) the termination of each agreement set forth on Section 7.9(d) of the Company Disclosure Letters; (e) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (df) the execution and or delivery of any additional instruments reasonably necessary to consummate consummate, and to fully carry out the transactions contemplated by purposes of, the Transactions. This obligation shall include, on the part of Parent, sending a termination letter to Continental substantially in the applicable form attached to the Trust Agreement (the “Trust Termination Letter”). Notwithstanding anything herein to the contrary, nothing in this Agreement; provided, however, that the -------- ------- Company Section 7.9 shall be under no obligation deemed to take require Parent or either Company to agree to any action divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, the imposition of any limitation on the ability of any of them to conduct their business or to own or exercise control of their respective assets, properties and capital stock, or the extent that the Board incurrence of Directors shall conclude in good faith, after consultation with the Company's outside counsel, that such action could be inconsistent with the Board of Directors' fiduciary obligations under applicable lawany liability or expense.

Reasonable Best Efforts. Upon Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon the terms and subject to ----------------------- the conditions set forth in this Agreementherein, each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger, and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (ai) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article 6 to be satisfied, (ii) the obtaining of all necessary actions or non-actions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by any Governmental Entity, (biii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (civ) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (dv) the execution and or delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to this Agreement or any of the transactions contemplated by this Agreement; provided, however, use reasonable best efforts to ensure that the -------- ------- Company shall transactions contemplated by this Agreement may be under no obligation consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to take any action to minimize the extent that effect of such Legal Requirement on this Agreement and the Board of Directors shall conclude in good faith, after consultation with the Company's outside counsel, that such action could be inconsistent with the Board of Directors' fiduciary obligations under applicable lawtransactions contemplated hereby.

Reasonable Best Efforts. Upon (a) Subject to the terms and subject to ----------------------- conditions hereof, the conditions set forth in this Agreement, each of the parties agrees to Company and Parent shall use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in effective the most expeditious manner Contemplated Transactions as promptly as practicable, including notifying the other of any communication, inquiry, or investigation received from or initiated by a Governmental Body and using reasonable best efforts to cooperate in responding to any such inquiries, investigations, or requests, by using reasonable best efforts to take all action necessary to satisfy all of the conditions to the obligations of the other Parties hereto to effect the Merger, and the other transactions contemplated by this Agreement, including (a) the obtaining of to obtain all necessary actions or non-actions, waivers, consents consents, approvals and approvals from Governmental Entities other documents required to be delivered hereunder, and the making of to effect all necessary registrations and filings (including filings with Governmental Entities) and to remove any injunctions or other impediments or delays, legal or otherwise, in each case in order to consummate and make effective the Merger and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity, Contemplated Transactions. (b) The Company shall use reasonable best efforts to obtain all consents and waivers with respect to (i) the obtaining Contracts set forth on Part 2.21 of the Company Disclosure Schedule and (ii) any and all necessary consentsContracts entered into by the Company following the date hereof and prior to the Closing, approvals or waivers in each case, that are required to be obtained from third parties, parties to such Contracts to which the Company is a party in connection with the Contemplated Transactions. (c) The Parties shall reasonably cooperate in the defending preparation of any lawsuits or other legal proceedingsa spreadsheet (the “Closing Payment Schedule”) setting forth: (i) the name, whether judicial or administrativeaddress and email address (if available) of each holder of Company Capital Stock, challenging this Agreement or the consummation Company Warrants the Company Options immediately prior to the Effective Time, (ii) the number of shares of Company Capital Stock held by each holder thereof immediately prior to the Effective Time (including the number of shares of Company Capital Stock for which Company Options are exercisable), (iii) a calculation of the transactions contemplated herebyMerger Shares and, including seeking as of the Closing Date, which each holder of Company Capital Stock, Company Warrants and Company Options is eligible to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversedreceive, and (div) the execution for each Securityholder and delivery of any additional instruments necessary other Person to consummate the transactions contemplated by this Agreement; provided, however, that the -------- ------- Company shall be under no obligation to take any action to the extent that the Board of Directors shall conclude whom payments are due and payable in good faith, after consultation connection with the Company's outside counselClosing, that such action could whether any Taxes are required to be inconsistent with the Board withheld (and, if so, what type of Directors' fiduciary obligations under applicable lawwithholding applies).

Reasonable Best Efforts. (a) Upon the terms and subject to ----------------------- the conditions set forth in this Agreement, each of the parties Parties, including the Stockholders’ Representative, agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger, Mergers and the other transactions contemplated by this AgreementTransactions, including using reasonable best efforts to accomplish the following: (ai) the taking of all commercially reasonable acts necessary to cause the conditions precedent set forth in Article VIII to be satisfied; (ii) the obtaining of all necessary actions or non-actions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities Authorities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental EntitiesAuthorities, if any) and the taking of all commercially reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity, Actions; (biii) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the Transactions; and (iv) the execution or delivery of any additional instruments reasonably necessary to consummate, and to fully carry out the purposes of, the Transactions. (b) Without limiting the generality of the foregoing, neither Parent nor the Company shall, and each shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of a definitive agreement relating to or the consummation of such acquisition, merger or consolidation could reasonably be expected to (i) impose a material delay in the obtaining of, or increase the risk of not obtaining, any consent, approval, authorization, declaration, waiver, license, franchise, permit, certificate or order of any Governmental Authority necessary to consummate the transactions contemplated hereby or the expiration or termination of any applicable waiting period, (cii) increase the defending risk of any lawsuits Governmental Authority entering an order prohibiting the consummation of the transactions contemplated hereby or other legal proceedings, whether judicial or administrative, challenging this Agreement or (iii) delay the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (d) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement; provided, however, that the -------- ------- Company shall be under no obligation to take any action to the extent that the Board of Directors shall conclude in good faith, after consultation with the Company's outside counsel, that such action could be inconsistent with the Board of Directors' fiduciary obligations under applicable law.

Reasonable Best Efforts. (a) Upon the terms and subject to ----------------------- the conditions set forth in this Agreement, each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in as soon as possible following the most expeditious manner practicabledate hereof, the Merger, Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts in (ai) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents and approvals from Governmental Entities Entities, including any required action or non-action under the Antitrust Laws (the “Required Consents”) prior to the Effective Time, and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver a Required Consent from, or to avoid an action or proceeding by by, any Governmental Entity, (bii) the obtaining of all necessary consents, approvals or waivers waivers, and any necessary or appropriate financing arrangements, from third parties, (ciii) the contesting and defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (div) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by Transactions, and to fully carry out the purposes of, this Agreement; provided, however(v) refraining from taking any action that would reasonably be expected to impede, interfere with, prevent or materially delay the consummation of the Merger and (vi) unless there has been a Company Recommendation Change made in compliance with Section 5.2(b) (in the case of the Company’s obligation to use its reasonable best efforts) or a Parent Recommendation Change made in compliance with this Section 5.3(b) (in the case of Parent’s obligation to use its reasonable its best efforts), obtaining the Company Stockholder Approval and the Parent Shareholder Approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions as promptly as practicable, (ii) appropriate filings, if any are required, pursuant to foreign Antitrust Laws as promptly as practicable and (iii) all other necessary filings with other Governmental Entities relating to the Merger, and, in each case, to supply as promptly as practicable any additional information and documentary material that may be formally or informally requested pursuant to the Antitrust Laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of any applicable waiting periods under the Antitrust Laws and the receipt of the Required Consents as soon as practicable. The parties agree that the -------- ------- use of “reasonable best efforts” in this Section 6.3 shall include proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, (x) the sale, divestiture or disposition of such assets or businesses of either party or its Subsidiaries or affiliates and (y) restrictions, or actions that after the Effective Time would limit the Company’s or Parent’s or its other subsidiaries’ or affiliates’ freedom of action or operations with respect to, or its ability to retain, one or more of its or its subsidiaries’ businesses, product lines or assets, in each case (A) as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding that would otherwise have the effect of preventing or materially delaying the consummation of the Transactions, (B) conditioned upon the consummation of the Merger and (C) unless such sale, divestiture, disposition, restriction or action would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the business, properties, financial condition or results of operations of Parent and its subsidiaries, taken as a whole, or the Company and its subsidiaries, taken as a whole (a “Regulatory Material Adverse Effect”). (b) The parties shall be jointly develop, and each of the parties shall consult and cooperate in all respects with one another, and consider in good faith the views of one another, in connection with the form and content of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party, hereto in connection with proceedings under no obligation or relating to take any action Antitrust Law prior to their submission. Each of the parties shall (i) promptly notify the other party of any communication inquiry or investigation received by that party from, or given by it to, any Governmental Entity and, subject to Applicable Law, permit the other party to review in advance any proposed communication to any such Governmental Entity and incorporate the other party’s reasonable comments, (ii) not agree to participate in any meeting or discussion with any such Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement or the Merger unless, to the extent that the Board of Directors shall conclude in good faithreasonably practicable, after consultation it consults with the Company's outside counselother party in advance and, that to the extent permitted by such action could be inconsistent Governmental Entity, gives the other party the opportunity to attend and participate therein and (iii) promptly furnish the other party with copies of all correspondence, filings and written communications between them and their affiliates and their respective officers, directors, employees and Representatives, on one hand, and any such Governmental Entity or its respective staff on the other hand, with respect to this Agreement and the Merger in order for such other party to meaningfully consult and participate in accordance with the Board of Directors' fiduciary obligations under applicable lawpreceding clauses (i) and (ii), provided that materials furnished pursuant to this Section 6.3(b) may be redacted as necessary to address reasonable attorney-client or other privilege or confidentiality concerns.

Reasonable Best Efforts. (a) Upon the terms and subject to ----------------------- the conditions set forth in this AgreementAgreement (including Section 6.02), each of the parties agrees to shall use its all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner reasonably practicable, the MergerOffer, the Merger and the other transactions contemplated by this AgreementTransactions, including including: (ai) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including using all reasonable best efforts to cause the pre-merger notifications required under the HSR Act to be filed within seven business days after the date hereof and including other filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by by, any Governmental Entity, (bii) the obtaining of all necessary consents, approvals or waivers from third parties, (ciii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (div) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by Transactions and to fully carry out the purposes of this Agreement; provided, however, that Parent shall not be required to consent to any action described in paragraph (a) of Annex 1 to this Agreement. In connection with and without limiting the -------- ------- foregoing, Parent, Sub, the Company and the Company Board shall (A) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (B) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, take all action necessary to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger and the other Transactions. (b) The Company shall be under no obligation give prompt notice orally and in writing to take any action Parent, and Parent or Sub shall give prompt notice orally and in writing to the extent that Company, of any failure of any condition to the Board of Directors shall conclude Offer set forth in good faithAnnex 1 or any condition to the Merger set forth in Article 8; provided, after consultation with the Company's outside counselhowever, that no such action could be inconsistent with notification shall affect the Board representations, warranties, covenants or agreements of Directors' fiduciary the parties or the conditions to the obligations of the parties under applicable lawthis Agreement.

Reasonable Best Efforts. Upon Each party hereto agrees that it will not voluntarily undertake any course of action inconsistent with the terms and subject to ----------------------- the conditions set forth in this Agreement, each provisions or intent of the parties agrees to Agreement and will use its reasonable best efforts to take, or cause to be taken, all actions, action and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper proper, or advisable under Applicable Laws to consummate and make effective, in the most expeditious manner practicable, the Merger, and the other transactions contemplated by this Agreement, including including, without limitation, (ai) the obtaining of all necessary actions or non-actionscooperation in determining whether any consents, approvals, orders, authorizations, waivers, consents and approvals from declarations, filings, or registrations of or with any Governmental Entities and Entity or third party are required in connection with the making consummation of all necessary registrations and filings the transactions contemplated hereby; (including filings with Governmental Entitiesii) and the taking of all reasonable steps as may be necessary best efforts to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity, (b) the obtaining of all necessary such consents, approvals approvals, orders, authorizations, and waivers and to effect any such declarations, filings, and registrations; (iii) reasonable best efforts to cause to be lifted or waivers from third partiesrescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby; (iv) reasonable best efforts to defend, (c) the defending of any and cooperation in defending, all lawsuits or other legal proceedings, whether judicial or administrative, proceedings challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (dv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement; provided, however, that hereby. Seller and Oxford shall cooperate with and assist Buyer and its authorized representatives in order to provide an efficient and orderly transfer of the -------- ------- Company shall be under no obligation control and management of the Business and Assets of Seller to take Buyer and to avoid any action to undue interruption in the extent that activities and operations of such Business following the Board of Directors shall conclude in good faith, after consultation with the Company's outside counsel, that such action could be inconsistent with the Board of Directors' fiduciary obligations under applicable lawClosing.

Reasonable Best Efforts. Upon Subject to the terms and subject to ----------------------- the conditions set forth in of this Agreement, each of the parties agrees to Party will use its reasonable best efforts to takecause the Closing to occur, or including by using reasonable best efforts to cause each of the conditions to Closing set forth in Sections 4.1, 4.2 and 4.3 and to obtain the regulatory consents set forth on Schedules 5.1(c), 5.2(e) and 5.3(c) to be takensatisfied, all actionsin each case subject to the terms and conditions of this Agreement. Without limiting the generality of the foregoing or the provisions of Section 6.3(e), (i) for purposes of this Section 6.3(d) and Section 6.3(e), the "reasonable best efforts" of the Parties shall include such Persons' agreement to do, or cause to be done, and to assist and reasonably cooperate in good faith with the other parties Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Mergerobtaining, and the other transactions contemplated by this Agreement, including (a) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps such action as may be reasonably necessary to obtain an approval or waiver fromobtain, the agreement of any Governmental Entity to approve, or not to avoid seek an action injunction against or proceeding by any Governmental Entityotherwise oppose, (b) the obtaining of all necessary consents, approvals or waivers from third parties, (c) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, and (ii) each Party shall use its reasonable best efforts to file or cause to be filed with appropriate Governmental Entities any notifications or other filings the Parties mutually and reasonably believe to be required to be filed under applicable statutes, laws, ordinances, rules, orders and regulations of any Governmental Entity with respect to the transactions contemplated hereby; provided, however, that nothing contained herein or elsewhere in this Agreement will require Investor or any of its Affiliates to (x) agree to sell, divest, dispose of or hold separate any assets or businesses, or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, one or more of its businesses, product lines or assets or (y) litigate, pursue or defend against any administrative or judicial action or proceeding (including seeking to have any stay or temporary restraining order entered or preliminary injunction) challenging any of the transactions contemplated hereby as violative of any Antitrust Law. Each of Seller and the Company, on the one hand, and Investor, on the other hand, agrees not to participate, or to permit their respective Subsidiaries to participate, in any substantive meeting or discussion, either in person or by telephone, with any court or other Governmental Entity vacated in connection with effecting any such filing required by Antitrust Laws or reversedobtaining any such clearance, and (d) the execution and delivery of any additional instruments necessary approval or authorization required by Antitrust Laws to consummate the transactions contemplated by this Agreement; provided, howeverunless it consults with the other Parties in advance and, that the -------- ------- Company shall be under no obligation to take any action to the extent that not prohibited by such Governmental Entity, gives the Board of Directors shall conclude in good faith, after consultation with other Parties the Company's outside counsel, that such action could be inconsistent with the Board of Directors' fiduciary obligations under applicable lawopportunity to attend and participate.

Reasonable Best Efforts. Upon the terms and subject to ----------------------- the conditions set forth in this Agreement, each (a) Each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger, Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (ai) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by by, any Governmental Entity, (biii) the obtaining of all necessary consents, approvals or and waivers from third partiesparties reasonably requested by MergerCos to be obtained in connection with the Merger under the Specified Contracts and Real Property Leases, (c) provided, however, that in no event shall the defending Company or any of its Subsidiaries be required to pay prior to the Effective Time any lawsuits fee, penalty or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking consideration to have any stay or temporary restraining order entered by any court landlord or other Governmental Entity vacated person to obtain any such consent, approval or reversedwaiver, and (div) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by by, and to fully carry out the purposes of, this Agreement; provided. In connection with and without limiting the foregoing, however, that the -------- ------- Company shall be under no obligation to take any action to the extent that the and its Board of Directors shall conclude in good faith(A) take all action necessary to ensure that no state takeover statute is or becomes applicable to this Agreement, after consultation the Merger or any of the other transactions contemplated by this Agreement and (B) if any state takeover statute becomes applicable to this Agreement, the Merger or any of the other transactions contemplated by this Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Merger and the other transactions contemplated by this Agreement. No party shall voluntarily extend any waiting period under the HSR Act or enter into any agreement with any Governmental Entity to delay or not to consummate the Merger or any of the other transactions contemplated by this Agreement except with the Company's outside counselprior written consent of the other party (such consent not to be unreasonably withheld or delayed and which reasonableness shall be determined in light of each party’s obligation to do all things necessary, that proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement). Each MergerCo and FxxXx hereby agrees that, in the event of any failure to perform or comply with any covenant or agreement set forth in this Agreement by one MergerCo (or FxxXx, as applicable), (x) the other MergerCo (or FxxXx, as applicable) shall be permitted to cure such action could be inconsistent failure, including by performing such covenant or agreement on behalf of such first MergerCo (or FxxXx, as applicable) and, in the case of a failure by such first MergerCo (or FxxXx, as applicable) to perform or comply with the Board of Directors' fiduciary its obligations under applicable lawSection 5.09(a), by obtaining the requisite Financing), and (y) until and unless the other MergerCo (or FxxXx, as applicable) shall have effected such cure, it shall be deemed to have failed to perform and comply with its covenants and agreements set forth in this Agreement to the same extent as the first MergerCo (or FxxXx, as applicable) has so failed with respect to its covenants and agreements.

Reasonable Best Efforts. Upon (a) Subject to the terms and subject to ----------------------- the conditions set forth in of this Agreement, each of the parties agrees to party will use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under this Agreement and applicable laws, rules and regulations to consummate and make effective, in the most expeditious manner practicable, the Merger, Mergers and the other transactions contemplated by this AgreementAgreement as soon as practicable after the date hereof, including (a) the obtaining of preparing and filing as promptly as practicable all documentation to effect all necessary actions or non-actionsapplications, notices, filings and other documents and to obtain as promptly as practicable all Requisite Regulatory Approvals (as defined herein) and all other consents, waivers, consents orders, approvals, permits, rulings, authorizations and approvals clearances necessary or advisable to be obtained from any third party or any Governmental Entities Entity in order to consummate the Mergers or any of the other transactions contemplated by this Agreement. Each party shall use its reasonable best efforts to refrain from taking any action that would reasonably be expected to adversely affect or delay the ability of the parties to obtain all Requisite Regulatory Approvals. In furtherance and not in limitation of the making foregoing, each party agrees (i) to make, as promptly as practicable, an appropriate filing of all necessary registrations a Notification and filings Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, and (including filings with Governmental Entitiesii) to supply as promptly as practicable any additional information and the taking of all reasonable steps as documentary material that may be necessary requested pursuant to obtain an approval the HSR Act or waiver by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act. (b) Each of Vulcan and Florida Rock shall, in connection with the efforts referenced in Section 5.3(a), use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) promptly inform the other party of the status of any of the matters contemplated hereby, including providing the other party with a copy of any written communication (or summary of oral communications) received by such party from, or given by such party to, the Antitrust Division of the Department of Justice, the Federal Trade Commission or any other Governmental Entity and of any written communication (or summary of oral communications) received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby, and (iii) consult with each other in advance to avoid an the extent practicable of any meeting or conference with any such Governmental Entity or, in connection with any proceeding by a private party, with any such other person, and to the extent permitted by any such Governmental Entity or other person, give the other party the opportunity to attend and participate in such meetings and conferences. (c) In furtherance and not in limitation of the covenants of the parties contained in this Section 5.3, (i) if (A) any objections are asserted with respect to the transactions contemplated hereby under any law, rule, regulation, order or decree (including the HSR Act), (B) any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by any Governmental Entity, (b) Entity or private party challenging the obtaining of all necessary consents, approvals Mergers or waivers from third parties, (c) the defending other transactions contemplated hereby as violative of any lawsuits law, rule, regulation, order or decree (including the HSR Act) or that would otherwise prevent, materially delay or materially impede the consummation of the Mergers or the other legal proceedingstransactions contemplated hereby, whether judicial or administrative(C) any law, challenging this Agreement rule, regulation, order or decree is enacted, entered, promulgated or enforced by a Governmental Entity that would make the Mergers or the other transactions contemplated hereby illegal or would otherwise prevent, materially delay or materially impede the consummation of the Mergers or the other transactions contemplated hereby, then (ii) Vulcan shall use its reasonable best efforts to resolve any such objections, actions or proceedings so as to permit the consummation of the transactions contemplated herebyby this Agreement, including seeking agreeing to sell, swap, hold separate or otherwise dispose of or conduct its or Florida Rock’s business or assets in a specified manner, or selling, swapping, holding separate or otherwise disposing of or conducting its or Florida Rock’s business or asset in a specified manner, which would resolve such objections, actions or proceedings such that the Merger can reasonably likely to be consummated by the date set forth in Section 7.1(c); provided that Vulcan shall use good faith efforts to swap rather than sell any businesses or assets that are required to be disposed of pursuant to this Section 5.3 if swapping the applicable business or assets would not prevent, materially delay or materially impede the consummation of the Mergers or the other transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision in this Agreement to the contrary, nothing in this Section 5.3 shall require, or be deemed to require the taking by Vulcan of any such action that (x) is not conditional on the consummation of the Mergers or (y) would reasonably be expected to result in a material adverse effect on Florida Rock. At the request of Vulcan, Florida Rock shall sell, swap, hold separate, or otherwise dispose of any of its assets, or cooperate with Vulcan in such actions, provided that Florida Rock shall not have to take any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and such action that is not conditional on the consummation of the Mergers. (d) In furtherance and not in limitation of the execution covenants of the parties contained in this Section 5.3, if any of the events specified in Section 5.3(c)(i)(B) or (C) occurs, then each of Vulcan and delivery Florida Rock shall cooperate in all respects with each other and use its reasonable best efforts, subject to Section 5.3(c), to contest and resist any such administrative or judicial action or proceeding and to have vacated, lifted, reversed or overturned any judgment, injunction or other decree or order, whether temporary, preliminary or permanent, that is in effect and that prevents, materially delays or materially impedes the consummation of any additional instruments necessary the Mergers or the other transactions contemplated by this Agreement and to consummate have such law, rule, regulation, order or decree repealed, rescinded or made inapplicable so as to permit consummation of the transactions contemplated by this Agreement; provided, howeverand each of Vulcan and Florida Rock shall use its reasonable best efforts to defend, that at its own cost and expense, any such administrative or judicial actions or proceedings. (e) Notwithstanding the -------- ------- Company foregoing or any other provision of this Agreement, nothing in this Section 5.3 shall be limit a party’s right to terminate this Agreement pursuant to Section 7.1(b) or 7.1(c) so long as such party has up to then complied with its obligations under no obligation this Section 5.3. (f) Holdco shall agree to take any action execute and deliver, at or prior to the Effective Time, supplemental indentures and other instruments required for the due assumption, as determined by the parties, of Florida Rock’s and Vulcan’s outstanding debt, guarantees and other securities to the extent required by the terms of such debt, guarantees and securities and the instruments and agreements relating thereto, and Florida Rock shall assist Holdco in accomplishing the same. (g) Each of Florida Rock and Vulcan and their respective Boards of Directors shall, if any “moratorium,” “control share,” “fair price” or other anti-takeover law or regulation becomes applicable to this Agreement, the Mergers, or any other transactions contemplated hereby, use all reasonable best efforts to ensure that the Board Mergers and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and otherwise to minimize the effect of Directors shall conclude in good faithsuch law or regulation on this Agreement, after consultation with the Company's outside counsel, that such action could be inconsistent with Mergers and the Board of Directors' fiduciary obligations under applicable lawother transactions contemplated hereby.

Reasonable Best Efforts. Upon (a) Subject to Section 7.1(b), Honeywell and Parent shall each cooperate with the terms other and subject use (and shall cause their respective Subsidiaries to ----------------------- the conditions set forth in this Agreement, each of the parties agrees to use its use) their respective reasonable best efforts to take, promptly (i) take or cause to be taken, taken all necessary actions, and to do, do or cause to be donedone all things, necessary, proper or advisable under this Agreement and applicable laws to assist consummate and cooperate with make effective the Merger and the other parties in doingtransactions contemplated by this Agreement as soon as practicable, including, without limitation, preparing and filing promptly and fully all things documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents (including, without limitation, any required filings under the HSR Act or any foreign antitrust, competition or trade regulation law, regulation or statute, or any amendments to any thereof) and (ii) obtain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any third party necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger, Merger and the other transactions contemplated by this Agreement. Subject to applicable laws relating to the exchange of information and in addition to Section 7.1(c), including (a) Honeywell and Parent shall have the obtaining of right to review in advance, and to the extent practicable each will consult the other on, all necessary actions the information relating to Honeywell and its Subsidiaries or non-actionsParent and its Subsidiaries, waiversas the case may be, consents and approvals from Governmental Entities that appears in any filing made with, or written materials submitted to, any third party and/or any governmental authority in connection with the Merger and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity, (b) the obtaining of all necessary consents, approvals or waivers from third parties, (c) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (d) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. (b) Without limiting Section 7.1(a), Parent and Honeywell shall: (i) each use its reasonable best efforts to avoid the entry of, or to have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the Closing, on or before the End Date, including without limitation defending through litigation on the merits any claim asserted in any court by any Person; and (ii) each use its reasonable best efforts to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation law that may be asserted by any governmental authority with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than the End Date), including, with respect to Parent, Parent shall take all such actions, including, without limitation (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Parent (or any of its Subsidiaries) and (y) otherwise taking or committing to take actions that limit Parent or its Subsidiaries' freedom of action with respect to, or its ability to retain, one or more of its or its Subsidiaries' businesses, product lines or assets, in each case as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of preventing or materially delaying the Closing; provided, however, that the -------- ------- Company Parent shall not be under no obligation required to take any such actions if such action with respect to a comparable amount of assets, businesses or products lines of Honeywell would be reasonably likely, in the aggregate, to have a Material Adverse Effect on Honeywell and its Subsidiaries, taken as a whole; provided, further, however, that neither Parent nor Honeywell shall be required to sell, divest or otherwise dispose of any assets, businesses or product lines of Honeywell if such actions would be reasonably likely, in the aggregate, to have a Material Adverse Effect on Honeywell and its Subsidiaries. Honeywell shall take such of the foregoing actions as the Parent may request; provided that any such action is conditioned upon the consummation of the Merger. (c) Parent and Honeywell shall keep the other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby and work cooperatively in connection with obtaining all required approvals or consents of any governmental authority (whether domestic, foreign or supranational). In that regard, each party shall without limitation: (i) promptly notify the other of, and if in writing, furnish the other with copies of (or, in the case of material oral communications, advise the other orally of) any communications from or with any governmental authority (whether domestic, foreign or supranational) with respect to the Merger or any of the other transactions contemplated by this Agreement, (ii) permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written (or any material proposed oral) communication with any such governmental authority, (iii) not participate in any meeting with any such governmental authority unless it consults with the other in advance and to the extent that permitted by such governmental authority gives the Board other the opportunity to attend and participate thereat, (iv) furnish the other with copies of Directors all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and any such governmental authority with respect to this Agreement and the Merger, and (v) furnish the other with such necessary information and reasonable assistance as Parent or Honeywell may reasonably request in connection with its preparation of necessary filings or submissions of information to any such governmental authority. Parent and Honeywell may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section as "outside counsel only." Such materials and the information contained therein shall conclude be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient unless express permission is obtained in good faithadvance from the source of the materials (Parent or Honeywell, after consultation with as the Company's outside case may be) or its legal counsel, that such action could be inconsistent with the Board of Directors' fiduciary obligations under applicable law.

Reasonable Best Efforts. Upon the terms and subject to ----------------------- the conditions set forth in this Agreement, each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the MergerOffer, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (a) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be acts necessary to obtain an approval or waiver from, or cause the conditions to avoid an action or proceeding by any Governmental Entity, Closing to be satisfied; (b) the obtaining of all necessary consents, approvals or waivers from third partiesparties other than Governmental Bodies (provided that if obtaining any such consent, approval or waiver would require any action other than the payment of a nominal amount, such action shall be subject to the consent of Purchaser); (c) From the defending of any lawsuits or other legal proceedingsdate hereof until the Closing Date, whether judicial or administrative, challenging this Agreement or subject to the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversedlimitations set forth below, and (d) unless otherwise agreed by Purchaser, Parent will cause its Subsidiaries and their respective management to use reasonable best efforts to cooperate with Purchaser and provide information reasonably requested in connection with the execution and delivery of any additional instruments necessary to consummate debt financings for the transactions contemplated by this Agreement; provided. Such cooperation will include, howeverwithout limitation, (i) the assistance in the preparation of offering circulars or private placement memoranda, (ii) the delivery of such financial and statistical information relating to Parent and its Subsidiaries as may be reasonably requested in connection with such financings, (iii) using reasonable best efforts to arrange for the Parent’s independent accountants to provide such comfort letters, consents and other services that are reasonably required in connection with any financings contemplated by Purchaser and (iv) using reasonable best efforts to assist in the -------- ------- Company shall be under no obligation to take marketing and sale of any action to other syndication of any such financings by making appropriate officers of Parent available for due diligence meetings and for participation in the extent that the Board of Directors shall conclude road show and meetings with prospective participants in good faith, after consultation with the Company's outside counsel, that such action could be inconsistent with the Board of Directors' fiduciary obligations under applicable lawfinancings.

Reasonable Best Efforts. Upon the terms and subject to ----------------------- the conditions set forth in this Agreement, each of the parties Parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger, Mergers and the other transactions contemplated by this AgreementTransactions, including using reasonable best efforts to accomplish the following: (ai) the taking of all commercially reasonable acts necessary to cause the conditions precedent set forth in Article VIII to be satisfied; (ii) the obtaining of all necessary actions or non-actions, waivers, consents consents, approvals, Orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) that may be or become necessary for the execution and delivery of this Agreement and the taking performance of all reasonable steps as may be necessary its obligations pursuant to obtain an approval or waiver fromthis Agreement and the Transaction Agreements (together with the filings in respect of the HSR Act pursuant to Section 7.6, or to avoid an action or proceeding by any Governmental Entity, “Regulatory Filings”); (biii) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the Transactions, including any other consents, approvals or waivers from third parties referred to on Section 4.5(b) of the Company Disclosure Letter; (civ) the termination of each agreement set forth on Section 7.9(iv) of the Company Disclosure Letter; (v) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (dvi) the execution and or delivery of any additional instruments reasonably necessary to consummate consummate, and to fully carry out the transactions contemplated by this Agreement; providedpurposes of, howeverthe Transactions. This obligation shall include, that on the -------- ------- Company shall be under no obligation to take any action part of Parent, sending a termination letter to the extent that Trustee substantially in the Board of Directors shall conclude in good faith, after consultation with applicable form attached to the Company's outside counsel, that such action could be inconsistent with Trust Agreement (the Board of Directors' fiduciary obligations under applicable law“Trust Termination Letter”).

Reasonable Best Efforts. Upon the terms and subject to ----------------------- the conditions set forth in this Agreementherein, each of the parties hereto agrees to use its all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger, Merger and the other transactions contemplated by this Agreement, including (a) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of using all reasonable steps as may best efforts to (i) cause the conditions precedent set forth in SECTION 8, SECTION 9 and SECTION 10 to be necessary to obtain an approval or waiver from, or to satisfied; (ii) avoid an action or proceeding any Action by any Governmental Entity, Authority; (biii) the obtaining of obtain all necessary consents, approvals Consents or waivers from third parties, including all applicable Consents under the Contracts (c) provided, that the defending of parties will discuss in good faith procedures to pursue third party Consents with respect to the Merger, it being understood that the Company shall not make, or offer to make, any lawsuits payment or other legal proceedingscommitment in connection with obtaining any such Consent without the prior written Consent of Parent, whether judicial or administrative, which Consent shall not be unreasonably withheld); (iv) defend any Actions challenging this Agreement or the consummation of the transactions contemplated herebyhereby unless Parent determines, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversedin its reasonable discretion, after consultation with its counsel, that litigation is not in its best interest; and (dv) the execution and delivery of execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with, and without limiting the foregoing, the Company and the Company Board shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated hereby, use all reasonable best efforts to ensure that the Merger and the other transactions contemplated by this Agreement; providedAgreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of any such Legal Requirement on the Merger, howeverthis Agreement and the transactions contemplated hereby. Notwithstanding anything in this Agreement to the contrary, that the -------- ------- Company nothing contained in this Agreement shall be under no obligation deemed to take require Parent or any action of its Subsidiaries to the extent that the Board take, or agree to take, any Action of Directors shall conclude in good faith, after consultation with the Company's outside counsel, that such action could be inconsistent with the Board of Directors' fiduciary obligations under applicable lawDivestiture.

Reasonable Best Efforts. Upon Subject to the terms and subject to ----------------------- the conditions set forth in of this Agreement, each of Parent and Merger Sub, on the parties agrees one hand, and the Partnership and the General Partner, on the other hand, shall cooperate with the other and use and shall cause their respective Subsidiaries to use its their reasonable best efforts to (i) take, or cause to be taken, all appropriate actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doingall things, all things necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date), including, for the avoidance of doubt, in the case of Parent and the General Partner, until the Effective Time or the termination of this Agreement, retaining ownership and voting control over all Common Units and the non-economic General Partner Interest in the Partnership beneficially owned by Parent and the General Partner, as applicable, as of the date of this Agreement or acquired thereafter and to consummate and make effective, in the most expeditious manner practicable, the Merger, and the other transactions contemplated by this Agreement, including (a) the obtaining of preparing and filing as promptly as practicable all documentation to effect all necessary actions or non-actionsfilings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, waivers, consents clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and approvals other confirmations from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental EntityAuthority or third party necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and (biii) the obtaining of all necessary consents, approvals or waivers from third parties, (c) the defending of defend any lawsuits or other legal proceedings, whether judicial or administrative, Proceedings challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking by this Agreement or seek to have lifted or rescinded any stay injunction or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (d) order adversely affecting the execution and delivery ability of any additional instruments necessary the parties to consummate the transactions contemplated hereby. Parent and its Affiliates shall enter into the Support Agreement by this Agreement; provided, however, that the -------- ------- Company shall be under no obligation to take execution of a joinder thereto if at any action time prior to the extent that taking of the Board vote of Directors shall conclude the Common Units in good faith, after consultation with respect of this Agreement the Company's outside counsel, that such action could be inconsistent with the Board Parent or its Affiliates acquire beneficial or direct ownership of Directors' fiduciary obligations under applicable lawany Common Units.

Reasonable Best Efforts. (a) Upon the terms and subject to ----------------------- the conditions set forth in this Agreement, until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things actions that are reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, effective the Merger, the Share Issuance, the Charter Amendment and the other transactions contemplated by this Agreement (other than waiving any conditions to Closing set forth in Article VI), including using reasonable best efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from non-Governmental Entity third parties necessary, proper or advisable to consummate and make effective the Merger, the Share Issuance and the Charter Amendment and the other transactions contemplated by this Agreement, including (aii) the obtaining of obtain all necessary actions or non-actions, waivers, consents consents, clearances, approvals, orders and approvals authorizations from Governmental Entities and the making of Entities, make all necessary registrations registrations, declarations and filings (including filings with Governmental Entities) with, and the taking of take all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any Action by, or to avoid an action or proceeding by any Governmental Entity, including filings under the HSR Act with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice and under any applicable foreign Antitrust Laws with any applicable foreign Governmental Entity and (iii) execute and deliver any additional instruments, in each case as necessary, proper or advisable to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as the other party may reasonably request in connection with the foregoing and will cooperate in responding to any inquiry from a Governmental Entity, including promptly (and in no event later than two (2) Business Days) informing the other party of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Entity, and supplying each other with copies of all material correspondence, filings or communications with any Governmental Entity with respect to this Agreement. (b) Bixxxx xnd Rook shall (i) file with the obtaining United States Federal Trade Commission and the Antitrust Division of all necessary consentsthe United States Department of Justice any notifications required to be filed pursuant to and in compliance with the HSR Act as promptly as practicable after the date of this Agreement (but in no event later than ten (10) Business Days after the date of this Agreement); (ii) if required, approvals or waivers from third partiesfile with the Mexican Federal Economic Competition Commission (Comisión Federal de Competencia Económica) any notification required to be filed pursuant to and in compliance with the Federal Economic Competition Law of Mexico (Ley Federal de Competencia Económica) (“Mexican Competition Law”), as promptly as practicable after the date of this Agreement; and (iii) use reasonable best efforts to obtain early termination of any waiting period under the HSR Act and clearance under Mexican Competition Law, if required. (c) In furtherance of the defending foregoing, each of Bixxxx xnd Roxx xhall (and shall cause their respective Representatives to) promptly (i) supply the other with any lawsuits information or reasonable assistance required or reasonably requested in order to effectuate any of the obligations set forth in this Section 5.6, (ii) supply any additional information or materials which are required or reasonably requested by any Governmental Entity of competent jurisdiction in connection with the transactions contemplated hereby, except to the extent both Bixxxx xnd Rook otherwise agree, (iii) subject to any restrictions under applicable Law, jointly participate in any communication, meeting or other legal proceedings, whether judicial or administrative, challenging contact with any Governmental Entity in connection with this Agreement or any of the consummation transactions contemplated hereby and (iv) subject to applicable legal limitations and the instructions of any Governmental Entity, keep each other apprised of the status of matters relating to the completion of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court promptly furnishing the other with copies of notices or other communications received by Bixxxx xr the company, as the case may be, or any of their respective Subsidiaries, from any third party and/or any Governmental Entity vacated or reversed, and (d) the execution and delivery of any additional instruments necessary with respect to consummate the transactions contemplated by this Agreement; provided, however, that the -------- ------- Company shall be under no obligation to take any action to the extent that the Board of Directors shall conclude in good faith, after consultation with the Company's outside counsel, that such action could be inconsistent with the Board of Directors' fiduciary obligations under applicable lawhereby.

Reasonable Best Efforts. Upon the terms and subject to ----------------------- the conditions set forth in this Agreement, each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger, Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (a) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (b) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities Authorities and the making of all necessary registrations and filings promptly (including filings with Governmental EntitiesAuthorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental EntityAuthority with respect to the transactions contemplated hereunder, (bc) the obtaining of all necessary consents, approvals or waivers from third partiesThird Parties set forth on Sections 3.04 and 3.10(c) of the Company Disclosure Schedule (the costs and expenses of which, if any, shall be borne solely by the Company or, if the Merger is consummated, the Surviving Corporation); provided that the failure to obtain any such consents, approvals or waivers shall not constitute a breach by the Company of any covenants or representations or, except with respect to the consents, approvals and waivers required by Section 7.02(f), the failure of any condition contained in this Agreement, (cd) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyhereby or questioning the validity or legality of the Merger, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed, reversed and (de) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and Parent each agree to use its reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any antitrust or competition Laws that may be asserted by any Federal, state and local and non-United States antitrust or competition authority, so as to enable the parties to close the transactions contemplated by this Agreement as expeditiously as possible, including committing to or effecting, by consent decree, hold separate orders, trust or otherwise the sale or disposition of such of its assets or businesses as are required to be divested in order to avoid the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or preceding, that would otherwise have the effect of preventing or materially delaying the consummation of the Merger and the other transactions contemplated by this Agreement; provided. In addition, howevereach of the Company and Parent agrees to use its reasonable best efforts to take promptly any and all steps necessary to vacate or lift any order relating to antitrust or competition that would have the effect of making any of the transactions contemplated by this Agreement illegal or otherwise prohibiting or materially delaying their consummation. For the avoidance of doubt, that notwithstanding anything herein to the -------- ------- contrary, “reasonable best efforts” shall impose on the Company shall be under no and its Subsidiaries the obligation to take pay filing, application and similar fees but shall not impose on the Company or its Subsidiaries any action obligation to the extent that the Board of Directors shall conclude make payments, incur liabilities or grant contractual or other concessions to counterparties in good faithorder to secure any consents, after consultation with the Company's outside counselwaivers, that such action could be inconsistent with the Board of Directors' fiduciary obligations under applicable lawapprovals or authorizations.

Reasonable Best Efforts. Upon (a) Subject to the terms and subject to ----------------------- the conditions set forth in of this AgreementAgreement (including Section 6.5(b)), each of the parties agrees hereto shall cooperate with the other parties and use (and shall cause their respective Subsidiaries to use its use) their respective reasonable best efforts to promptly (i) take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doingall things, all things necessary, proper or advisable to cause the conditions to Closing to be satisfied as promptly as practicable and to consummate and make effective, in the most expeditious manner practicable, the MergerTransactions, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), and (ii) obtain all approvals, consents, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the Transactions, including without limitation the consents listed on Section 7.1(g) of the Old Remy Disclosure Schedule and Section 7.1(g) of the FNF Disclosure Schedule. For purposes hereof, “Antitrust Laws” means the Xxxxxxx Antitrust Act of 1890, as amended, the Xxxxxxx Antitrust Act of 1914, as amended, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, the Federal Trade Commission Act of 1914, as amended, and all other applicable Laws issued by a Governmental Authority that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition. (b) Each of the parties hereto shall use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission with a Governmental Authority in connection with the Transactions and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by a private party, and (ii) keep the other transactions contemplated party informed in all material respects and on a reasonably timely basis of any material communication received by such party from, or given by such party to, the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions. Subject to applicable Laws, each of the parties hereto shall have the right to review in advance and approve (such approval not to be unreasonably withheld) all the information relating to such party and its respective Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Authority by a party hereto in connection with the Transactions. No party hereto shall independently participate in any formal or informal meeting with any Governmental Authority in respect of any material communication or any filings, submissions, investigations or other inquiry, without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. (c) In furtherance and not in limitation of the covenants of the parties contained in this Section 6.5, each of the parties hereto shall use its reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Authority or other Person with respect to the Transactions. Notwithstanding the foregoing or any other provision of this Agreement, including neither Old Remy nor New Remy (anor FNF on behalf of New Remy) shall, without the obtaining other party’s prior written consent, commit to any divestiture transaction or agree to any restriction on its business, and nothing in this Section 6.5 shall (i) limit any applicable rights a party may have to terminate this Agreement pursuant to Section 9.1 so long as such party has up to then complied in all material respects with its obligations under this Section 6.5, (ii) require any party to offer, accept or agree to (A) dispose or hold separate (in trust or otherwise) any part of all necessary actions its businesses, operations, assets or non-actionsproduct lines (or a combination of Old Remy’s and New Remy’s respective businesses, waiversoperations, consents and approvals from Governmental Entities and assets or product lines) or otherwise rearrange the making composition of all necessary registrations and filings its assets, (B) not compete in any geographic area or line of business, (C) restrict the manner in which, or whether, any party may carry on business in any part of the world (including filings such party’s freedom of action with Governmental Entities) respect to future acquisitions of assets or businesses or its full rights of ownership with respect to any assets and the taking of all reasonable steps businesses held as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity, (b) the obtaining of all necessary consents, approvals or waivers from third parties, (c) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay date hereof or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and at the Closing) and/or (dD) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement; provided, however, that the -------- ------- Company shall be under no obligation to take any action to impose restrictions or limitations upon the extent that exercise of full rights of ownership by any holder of capital stock of FNF, Old Remy, New Remy or New Holdco, or otherwise to require the Board repurchase, redemption, deemed transfer, divestiture or other disposition (by forced sale or otherwise) of Directors shall conclude in good faiththe capital stock held by any holder of shares of FNF, after consultation with Old Remy, New Remy or New Holdco, or (iii) require any party to this Agreement to contest or otherwise resist any administrative or judicial action or proceeding, including any proceeding by a private party, challenging any of the Company's outside counsel, that such action could be inconsistent with the Board Transactions as violative of Directors' fiduciary obligations under applicable lawany Antitrust Law.

Reasonable Best Efforts. (a) Upon the terms and subject to ----------------------- the conditions set forth in this Agreement, each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger, Merger and the other transactions contemplated by this Agreement (for purposes of this Section 6.03, transactions "contemplated by this Agreement" or transactions "contemplated hereby" shall include, without limitation, the Other Agreements contemplated by this Agreement and the transactions contemplated thereby), including using reasonable best efforts to accomplish the following: (a) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (b) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents and approvals from Governmental Entities Authorities and the making of all necessary registrations and filings (including filings with Governmental EntitiesAuthorities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental EntityAuthority, (bc) the obtaining of all necessary consents, approvals or waivers from third parties, (cd) the defending avoidance of impediments under any lawsuits insurance, health, antitrust, merger control, competition, trade regulation or other legal proceedings, whether judicial or administrative, challenging Law that may be asserted by any Governmental Authority with respect to this Agreement or and the consummation of the Merger and other transactions contemplated hereby, including seeking hereby necessary to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, enable the conditions to Closing to be satisfied as promptly as practicable and (de) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of the Merger and the other transactions to be performed or consummated by such party in accordance with this Agreement. In connection with and without limiting the first sentence of this Section 6.03, each of the Company and the Company Board and Parent and the Parent Board shall (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Merger or any of the other transactions contemplated by this Agreement and (ii) if any state takeover statute or similar statute becomes applicable to this Agreement, the Merger or any of the other transactions contemplated by this Agreement, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Merger and the other transactions contemplated by this Agreement. Notwithstanding the foregoing or anything else to the contrary in this Agreement, nothing shall be deemed to require Parent to (A) agree to, or proffer to, divest or hold separate any assets or any portion of any business of Parent or any of its Subsidiaries or, assuming the consummation of the Merger, the Company or any of its Subsidiaries, (B) not compete in any geographic area or line of business, (C) restrict the manner in which, or whether, Parent, the Company, the Surviving Entity or any of their respective Affiliates may carry on business in any part of the world or restrict the exercise of the full rights of ownership; (D) agree to any terms or conditions that would impose any obligations on Parent or any of its Subsidiaries or, assuming the consummation of the Merger, the Company or any of its Subsidiaries, to maintain facilities, operations, places of business, employment levels, products or businesses, or any other restriction, limitation, obligation or qualification or (E) make any payments, which, in the case of any of clauses (A) through (E), (i) would have, or would be reasonably likely to have, individually or in the aggregate, a material adverse effect on the Company and its Subsidiaries, taken as a whole, or on Parent and its Subsidiaries, taken as a whole (it being agreed that in the case of measuring the effect on Parent and its Subsidiaries in this clause (i), (x) "Subsidiaries" shall not include the Company or its Subsidiaries, (y) "material adverse effect" shall be the level of, and shall be measured as to, what would have, or would be reasonably likely to have, a "material adverse effect" on the Company and its Subsidiaries, taken as a whole, and not the level or measure of what would have, or would be reasonably likely to have, a "material adverse effect" on Parent and its Subsidiaries, taken as a whole, and (z) the effect shall be with respect to Parent and its Subsidiaries) or (ii) would, or would be reasonably likely to, materially impair the benefits reasonably expected to be derived by Parent from the transactions contemplated by this Agreement, including the Merger, provided, however, that for purposes of determining whether a material adverse effect under clause (i) above or a material impairment under clause (ii) above has occurred, the -------- ------- Company shall parties agree to exclude from any such determination the aggregate amount of the effects (1) of the actions of the type described in clauses (A), if any, (B), if any, (C), (D) and (E) above, that were imposed, required, agreed to or consented to by state Governmental Authorities in any of the Precedent Health Care Transactions, such exclusion to be under no obligation to take any action limited to the extent such effects are comparable to or lesser than those that were imposed, required, agreed to or consented to by state Governmental Authorities in such Precedent Health Care Transactions (giving consideration to all relevant factors, including the comparability of such Precedent Health Care Transactions to the Merger and the amount, degree, scope and duration of such effects of any such actions in the aggregate); or (2) resulting from or arising out of changes in the business plans or operations of (x) Parent or its Subsidiaries that have a material affect on Parent's or its Subsidiaries' ability to satisfy or comply with statutory requirements of the filings under applicable Law relating to the consents, approvals, authorizations, orders, permits, waivers or waiting period expirations or terminations required in connection with the Merger and other transactions contemplated by this Agreement or (y) the Company or its Subsidiaries, which in any case under clause (x) or (y), are proposed by Parent or its Subsidiaries to be effective on and after the Effective Time, but not changes in the business plans or operations requested or demanded by Governmental Authorities whose consent, approval, authorization, order, permit, waiver or waiting period expiration or termination is required in connection with the Merger and other transactions contemplated by this Agreement (clauses (i) and (ii), as qualified by the foregoing proviso, being a "Negative Regulatory Action "). In the event any action of a type described in clauses (A), if any, (B), if any, (C), (D) or (E) above was imposed, required, agreed to, or consented to by state Governmental Authorities in more than one of the Precedent Health Care Transactions, it is agreed and understood that the Board action of Directors such type having the greatest adverse effect in any of the Precedent Health Care Transactions shall conclude be used for purposes of determining both (I) comparability of the Precedent Health Care Transactions to the Merger and the amount, degree, scope and duration of effects, and (II) the effects which are excluded from the determination of whether a material adverse effect under clause (i) above or a material impairment under clause (ii) above has occurred. It is understood and agreed that Parent or its Subsidiaries (including the Company and its Subsidiaries) shall be required to take the actions described in good faithclauses (A), after consultation with (B), (C), (D) and (E) of the Company's outside counsel, that second preceding sentence to the extent such action could be inconsistent with the Board of Directors' fiduciary obligations under applicable lawactions would not constitute a Negative Regulatory Action.

Reasonable Best Efforts. (a) Upon the terms and subject to ----------------------- the conditions set forth in this Agreement, each of the parties Parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger, Merger and the other transactions contemplated by this AgreementTransactions, including using reasonable best efforts to accomplish the following: (ai) the taking of commercially reasonable acts necessary to cause the conditions precedent set forth in Article VIII to be satisfied; (ii) the obtaining of all necessary actions or non-actions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any); (iii) and the taking of all commercially reasonable steps as may be acts necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity, (b) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the Transactions, including any other consents, approvals or waivers from third parties referred to on Schedule 7.6(a) of the Company Disclosure Letter, and, in the case of Parent, to terminate any Contracts to which Parent or Merger Sub is a party that are not required for the operation of the Surviving Company following Closing, if and to the extent reasonably requested by the Company; (civ) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (dv) the execution and or delivery of any additional instruments reasonably necessary to consummate consummate, and to fully carry out the transactions purposes of, the Transactions. This obligation shall include, on the part of Parent, sending a termination letter to Continental substantially in the applicable form attached to the Trust Agreement (the “Trust Termination Letter”). (b) Notwithstanding anything herein to the contrary, nothing in this Section 7.6 shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, the imposition of any limitation on the ability of any of them to conduct their business or to own or exercise control of their respective assets, properties and capital stock, or the incurrence of any liability or expense. (c) From and after the date of this Agreement until the earlier of the Closing and the valid termination of this Agreement pursuant to its terms, Parent, on the one hand, and the Company, on the other hand, shall each notify the other in writing promptly after learning of any stockholder demands or other stockholder Legal Proceedings (including derivative claims) relating to this Agreement, any Transaction Agreement or any matters relating thereto other than any appraisal claims contemplated by this AgreementSection 2.13 (collectively, the “Transaction Litigation”) commenced against, in the case of Parent or Merger Sub, any of Parent or Merger Sub or any of their respective Representatives (in their capacity as a representative of Parent or Merger Sub) or, in the case of the Company, any Group Company or any of their respective Representatives (in their capacity as a representative of a Group Company). Parent and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation and (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation; provided, however, that in no event shall Parent or Merger Sub, on one hand, or the -------- ------- Company, any other Group Company, on the other hand, or, in any case, any of their respective Representatives settle or compromise any Transaction Litigation without the prior written consent of the Company or Parent, as the case may be. (d) From and after the date of this Agreement, the Company shall be under no obligation use reasonable best efforts to take any action to obtain Lock-Up Letters from the extent that the Board of Directors shall conclude in good faith, after consultation with the Company's outside counsel, that such action could be inconsistent with the Board of Directors' fiduciary obligations under applicable lawLock-Up Parties.

Reasonable Best Efforts. Upon the terms and subject to ----------------------- the conditions set forth in this Agreement, each of the parties Parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger, Transactions and the other transactions contemplated by this Agreementhereby, including using reasonable best efforts to accomplish the following: (a) the taking of all commercially reasonable acts necessary to cause the conditions precedent set forth in Article VII to be satisfied; (b) the obtaining of all necessary actions or non-actions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (filings, including registrations, declarations and filings with Governmental Entities) , if any, and filings required pursuant to Antitrust Laws and the taking of all commercially reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity, Legal Proceeding; (bc) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the Transactions, including any other consents referred to on Schedule 3.7(b) of the Company Disclosure Letter (cit being understood, for the avoidance of doubt, that nothing herein shall require the Company in connection therewith to incur any liability or expense or subject itself, any of its Subsidiaries or the business of the foregoing to any imposition of any limitation on the ability of any of them to conduct their business or to own or exercise control of their assets or properties); (d) the termination of each agreement set forth on Schedule 6.5 of the Company Disclosure Letter; (e) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (df) the execution and or delivery of any additional instruments reasonably necessary to consummate consummate, and to fully carry out the transactions contemplated by purposes of, the Transactions. This obligation shall include, on the part of Parent, sending a termination letter to the Transfer Agent substantially in the applicable form attached to the Trust Agreement (the “Trust Termination Letter”). Notwithstanding anything herein to the contrary, nothing in this Agreement; provided, however, that the -------- ------- Company Agreement shall be under no obligation deemed to take require a Party to agree to any action divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, the imposition of any limitation on the ability of any of them to conduct their business or to own or exercise control of their respective assets, properties and capital stock, or the extent that the Board incurrence of Directors shall conclude in good faith, after consultation with the Company's outside counsel, that such action could be inconsistent with the Board of Directors' fiduciary obligations under applicable lawany liability or expense.

Reasonable Best Efforts. Upon the terms and subject to ----------------------- the conditions set forth in this Agreement, each of the parties Parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger, Mergers and the other transactions contemplated by this AgreementTransactions, including using reasonable best efforts to accomplish the following: (a) the taking of all commercially reasonable acts necessary to cause the conditions precedent set forth in Article VII to be satisfied; (b) the obtaining of all necessary actions or non-actions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (filings, including registrations, declarations and filings with Governmental Entities) , if any, and filings required pursuant to Antitrust Laws and the taking of all commercially reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity, Legal Proceeding; (bc) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the Transactions, including any other consents referred to on Schedule 3.05(b) of the Company Disclosure Letter; (cd) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (de) the execution and or delivery of any additional instruments reasonably necessary to consummate consummate, and to fully carry out the transactions contemplated by purposes of, the Transactions. This obligation shall include, on the part of SPAC, sending a termination letter to the Exchange Agent substantially in the applicable form attached to the Trust Agreement (the “Trust Termination Letter”). Notwithstanding anything herein to the contrary, nothing in this Agreement; provided, however, that the -------- ------- Company Agreement shall be under no obligation deemed to take require SPAC or the Company to agree to any action divestiture by itself or any of its Affiliates of shares or shares of capital stock or of any business, assets or property, the imposition of any limitation on the ability of any of them to conduct their business or to own or exercise control of their respective assets, properties, shares capital and capital stock, or the extent that the Board incurrence of Directors shall conclude in good faith, after consultation with the Company's outside counsel, that such action could be inconsistent with the Board of Directors' fiduciary obligations under applicable lawany liability or expense.

Reasonable Best Efforts. (a) Upon the terms and subject to ----------------------- the conditions set forth in this Agreement, each of Parent and the parties Company agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger, the Subsequent Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (ai) causing the conditions precedent set forth in Article VI to be satisfied; (ii) obtaining of all necessary actions or non-actionsnonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and from Persons other than Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by any Governmental Entity; (iii) defending any suits, (b) the obtaining of all necessary consentsclaims, approvals actions, investigations or waivers from third parties, (c) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or Agreement, the consummation of the Merger, the Subsequent Merger or any of the other transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (div) the execution and or delivery of any additional instruments reasonably necessary to consummate the Merger, the Subsequent Merger and the other transactions contemplated by, and to fully carry out the purposes of, this Agreement. (b) Each of Parent and the Company shall notify the other promptly upon the receipt of: (i) any comments from any officials of any Governmental Entity in connection with any filings made pursuant hereto and (ii) any request by any officials of any Governmental Entity for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects with, any law. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant Table of Contents hereto, Parent or the Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the applicable Governmental Entity such amendment or supplement. (c) Each party shall use all reasonable best efforts to not take any action, or enter into any transaction, which would cause any of its representations or warranties contained in this Agreement to be untrue or result in a breach of any covenant made by it in this Agreement. (d) Notwithstanding anything to the contrary contained in this Agreement, (i) neither Parent nor any of its Affiliates shall be required to divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of the businesses, product lines or assets of Parent, the Company or any of their respective Subsidiaries or Affiliates, unless such action or actions would not, individually or in the aggregate, reasonably be expected to materially impair the benefits sought to be derived by Parent from the transactions contemplated by this Agreement; provided, howeverincluding the Merger and the Subsequent Merger, that or have a Material Adverse Effect on Parent and (ii) the -------- ------- Company shall be under no obligation not, without Parent’s prior written consent, take or agree to take any action such action. (e) At or prior to the extent that Effective Time, the Board Company shall deliver to Parent all consents, waivers or approvals obtained by the Company with respect to the consummation of Directors shall conclude in good faiththe Merger, after consultation with the Company's outside counsel, that such action could be inconsistent with Subsequent Merger and the Board of Directors' fiduciary obligations under applicable lawother transactions contemplated by this Agreement.

Reasonable Best Efforts. (a) Upon the terms of, and subject to ----------------------- the conditions set forth in this Agreement, and except as otherwise expressly specified in this Agreement, each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under this Agreement and Applicable Laws to consummate and make effective, in the most expeditious manner practicable, the Merger, Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts (ai) the obtaining of to prepare and file all documentation to effect all necessary actions or non-actionsapplications, notices, petitions, filings and other documents and to obtain, as promptly as practicable, all waivers, consents consents, clearances, licenses, orders, registrations, permits, approvals and approvals authorizations necessary or advisable to be obtained from any third Person and/or Governmental Entities Entity in order to consummate the Merger and each other transaction contemplated by this Agreement, including all filings required under the making HSR Act and Communications Laws and any other necessary antitrust, competition or similar laws of all necessary registrations and filings any foreign jurisdiction, (including filings with Governmental Entitiesii) and subject to the taking terms of Section 5.4(c), to take all reasonable steps as may be necessary to obtain all such material waivers, consents, clearances, licenses, orders, registrations, permits, approvals, and authorizations as are necessary or advisable to consummate the transactions contemplated by this Agreement, including the Merger, provided, that neither party shall be required to offer or agree to an approval order that requires (A) the divestiture of any properties, assets, operations or waiver frombusinesses, (B) holding separate any properties, assets, operations or to avoid an action businesses, pending the satisfaction or proceeding termination of any conditions, restrictions or agreements affecting ownership of any such assets (or any portion thereof) and/or (C) satisfying any additional conditions imposed by any Governmental EntityEntity with respect to the Merger and the other transactions contemplated by this Agreement if such divestiture, hold separate requirement and/or satisfaction of additional conditions would, individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect after the Merger, (biii) the obtaining of all necessary consents, approvals or waivers from third parties, (c) the defending of to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyby this Agreement, including promptly seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (div) the execution to execute and delivery of deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of this Agreement. In furtherance of the foregoing, the parties shall cooperate and use reasonable best efforts to determine and agree upon, within two (2) weeks of the date hereof, a list of those Governmental Entities in foreign jurisdictions, if any, to which it may be necessary or appropriate to submit any filings, notifications or registrations or take any other actions in connection with regulatory or legal requirements of such Governmental Entities relating to the transactions contemplated hereby; provided, that the foregoing shall not affect or otherwise modify the closing conditions in Section 6.1(b) and Section 6.1(c). Subject to Applicable Laws relating to the exchange of information, Seller and Buyer shall have the right to review in advance, and to the extent reasonably practicable each party shall consult with the other party on, all of the information relating to Seller and its Subsidiaries or Buyer and its Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement; provided. (b) Each of Buyer and Seller shall keep the other party reasonably apprised of the status of matters relating to the completion of the Merger and the other transactions contemplated hereby and work cooperatively in connection with the efforts referenced above in obtaining all required approvals or consents of all Governmental Entities, howeverincluding, the SEC, FCC, the Federal Trade Commission and/or the United States Department of Justice. In that regard, each party shall without limitation: (i) promptly notify the -------- ------- Company other party of, and if in writing, furnish the other party with copies of (or, in the case of oral communications, advise the other party orally of) any communications from or with any Governmental Entity with respect to the Merger or any of the other transactions contemplated by this Agreement, (ii) permit the other party to review and discuss in advance, and consider in good faith the views of the other party in connection with, any proposed written (or any proposed oral) communication with any such Governmental Entity with respect to the Merger or any of the other transactions contemplated by this Agreement, (iii) not participate in any meeting or oral communication with any such Governmental Entity with respect to the Merger or any of the other transactions contemplated by this Agreement unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat, (iv) furnish the other party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between such party and any such Governmental Entity with respect to the Merger or any of the other transactions contemplated by this Agreement, and (v) furnish the other party with such necessary information and reasonable assistance as the other party may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity. Each of Buyer and Seller may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.4 as “outside counsel only.” Such material and the information contained therein shall be under no obligation given only to the outside legal counsel of the recipient and shall not be disclosed by such outside counsel to employees, officers, or directors of the recipient unless express permission is obtained in advance from the source of the materials (Buyer or Seller, as the case may be) or its legal counsel. (c) In connection with the filings referenced in Section 5.4(a) and Section 5.4 (b), the parties shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all Governmental Entities that are necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third Persons or Governmental Entities. (d) Notwithstanding the foregoing, nothing contained in this Section 5.4 shall be deemed to require Buyer or Seller to take any action action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the extent that foregoing permits, consents, approvals and authorizations of Governmental Entities, which would, individually or in the Board aggregate, reasonably be expected to have a Buyer Material Adverse Effect after the consummation of Directors shall conclude in good faith, after consultation with the Company's outside counsel, that such action could be inconsistent with Merger at the Board of Directors' fiduciary obligations under applicable lawEffective Time.

Reasonable Best Efforts. (a) Upon the terms and subject to ----------------------- the conditions set forth in this Agreement, each of the parties Parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger, Merger and the other transactions contemplated by this AgreementTransactions, including using reasonable best efforts to accomplish the following: (ai) the taking of commercially reasonable acts necessary to cause the conditions precedent set forth in Article VII to be satisfied; (ii) the obtaining of all necessary actions or non-actions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any); (iii) and the taking of all commercially reasonable steps as may be acts necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity, (b) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the Transactions, including any other consents, approvals or waivers from third parties referred to on Schedule 3.5(b) of the Company Disclosure Letter, and, in the case of Parent, to terminate any Contracts to which Parent, Merger Sub I or Merger Sub II is a party that are not required for the operation of the Surviving Entity following Closing, if and to the extent reasonably requested by the Company; (civ) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (dv) the execution and or delivery of any additional instruments reasonably necessary to consummate consummate, and to fully carry out the transactions purposes of, the Transactions. This obligation shall include, on the part of Parent, sending a termination letter to Continental substantially in the applicable form attached to the Trust Agreement (the “Trust Termination Letter”). (b) Notwithstanding anything herein to the contrary, nothing in this Section 6.5 shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, the imposition of any limitation on the ability of any of them to conduct their business or to own or exercise control of their respective assets, properties and capital stock, or the incurrence of any liability or expense. (c) From and after the date of this Agreement until the earlier of the Closing and the valid termination of this Agreement pursuant to its terms, Parent, on the one hand, and the Company, on the other hand, shall each notify the other in writing promptly after learning of any stockholder demands or other stockholder Legal Proceedings (including derivative claims) relating to this Agreement, any Transaction Agreement or any matters relating thereto other than any appraisal claims contemplated by this AgreementSection 2.14 (collectively, the “Transaction Litigation”) commenced against, in the case of Parent, Merger Sub I or Merger Sub II, any of Parent, Merger Sub I or Merger Sub II or any of their respective Representatives (in their capacity as a representative of Parent, Merger Sub I or Merger Sub II) or, in the case of the Company, any Group Company or any of their respective Representatives (in their capacity as a representative of a Group Company). Parent and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation and (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation; provided, however, that in no event shall Parent, Merger Sub I or Merger Sub II, on one hand, or the -------- ------- Company, any other Group Company, on the other hand, or, in any case, any of their respective Representatives settle or compromise any Transaction Litigation without the prior written consent of the Company or Parent, as the case may be, which consent shall not be under no obligation unreasonably withheld, conditioned or delayed. (d) Parent will use its reasonable best efforts to take any action to the extent that the Board of Directors shall conclude in good faith, after consultation cooperate with the Company's outside counselCompany in its efforts to consummate the C Acquisition, that such action could be inconsistent with including (i) responding promptly and furnishing information concerning itself and its Affiliates as reasonably requested by the Board of Directors' fiduciary obligations under applicable lawCompany and (ii) taking reasonably required actions to assist the Company in its efforts to satisfy the conditions set forth in any C Acquisition Transaction Document.

Reasonable Best Efforts. Upon (a) Subject to the terms and subject to ----------------------- the conditions set forth in of this Agreement, each of the parties agrees to party will use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under this Agreement and applicable Law to consummate the Amalgamation and the other transactions contemplated by this Agreement as promptly as practicable after the date hereof, including preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, filings and other documents and to obtain as promptly as practicable all required Permits from any Governmental Authority and all other consents, waivers, Orders, approvals, Permits and clearances necessary or advisable to be obtained from any third party or any Governmental Authority in order to consummate the Amalgamation or any of the other transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each party hereto agrees (i) to make, as promptly as practicable, to the extent it has not already done so, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement (which filing shall be made in any event within 15 Business Days of the date hereof), (ii) to make effectiveor cause to be made all filings that are required or advisable by applicable Law of Bermuda, Ireland, the United Kingdom, the European Union or the United States or such other Laws with respect to the transactions contemplated by this Agreement, with the objective of obtaining the consents set forth in Sections 3.07 and (iii) in each case, to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act or any such other Law and to use its reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act or any such other Law as soon as practicable. (b) Each of Parent and the Company shall, in connection with the most expeditious manner efforts referenced in Section 6.04(a), use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) promptly inform the other party of the status of any of the matters contemplated hereby, including providing the other party with a copy of any written communication (or summary of oral communications) received by such party from, or given by such party to, the Antitrust Division of the Department of Justice, the Federal Trade Commission or any other Governmental Authority and of any written communication (or summary of oral communications) received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated by this Agreement, and (iii) to the extent practicable, consult with each other in advance of any meeting or conference with any such Governmental Authority or, in connection with any proceeding by a private party, with any such other Person. (c) Parent shall as promptly as practicable make all Form A filings required by Insurance Regulators in the MergerUnited States (the “Form A Filings”) following the execution of this Agreement (which filings shall be made in any event within 15 Business Days of the date hereof). Parent and the Company shall supply promptly any additional information and documentary material that may be requested by such Insurance Regulators in connection therewith. Parent agrees to provide a draft of its Form A Filings to the Company for its review and to consult with the Company relating to any issues arising as a result of the Company’s review, prior to the submission of the Form A Filings; provided, that such consultation shall not delay the timely filing of the Form A Filings or any amendments or supplements thereto and it being agreed that the final determination as to the content of the Form A Filings or any amendments or supplements thereto shall remain with Parent. Parent agrees to provide the Company with a copy of its Form A Filings and each amendment or supplement thereto in final form upon submission thereof. (d) In furtherance and not in limitation of the covenants of the parties contained in this Section 6.04, if (i) any objections are asserted with respect to the transactions contemplated by this Agreement under any Law, (ii) any administrative or judicial Action is instituted (or threatened to be instituted) by any Governmental Authority or private party challenging the Amalgamation or any of the other transactions contemplated by this Agreement as violative of any Law or which would otherwise prevent, delay or impede the consummation, or otherwise materially reduce the contemplated benefits, of the Amalgamation or any of the other transactions contemplated by this Agreement, or (iii) any Law is enacted, entered, promulgated or enforced by a Governmental Authority that would make the Amalgamation or any of the other transactions contemplated by this Agreement illegal or would otherwise prevent, delay or impede the consummation, or otherwise materially reduce the contemplated benefits, of the Amalgamation or any of the other transactions contemplated by this Agreement, then each of the Company and Parent shall use its reasonable best efforts to resolve any such objections or Actions so as to permit the consummation of the transactions contemplated by this Agreement, including, selling, holding separate or otherwise disposing of or conducting its or its Subsidiaries’ business or assets in a specified manner, or agreeing to sell, hold separate or otherwise dispose of or conduct its or its Subsidiaries’ business or assets in a specified manner, which would resolve such objections or Actions or eliminate such illegality. (e) Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 6.04 shall limit a party’s right to terminate this Agreement pursuant to Section 8.02(b) or 8.02(c) so long as such party has otherwise complied with its obligations under this Section 6.04 prior to such termination. (f) Each of the Company and Parent shall, if any “moratorium,” “control share,” “fair price” or other anti-takeover Law becomes applicable to this Agreement, the Amalgamation, or any other transactions contemplated by this Agreement, use its reasonable best efforts to take such actions so that such Law will cease to be applicable to this Agreement or any of the transactions contemplated by this Agreement or ensure that the Amalgamation and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and otherwise to minimize the effect of such Law on this Agreement, the Amalgamation and the other transactions contemplated by this Agreement, including (a) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity, (b) the obtaining of all necessary consents, approvals or waivers from third parties, (c) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (d) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement; provided, however, that the -------- ------- Company shall be under no obligation to take any action to the extent that the Board of Directors shall conclude in good faith, after consultation with the Company's outside counsel, that such action could be inconsistent with the Board of Directors' fiduciary obligations under applicable law.

Reasonable Best Efforts. Upon Each party hereto agrees that it will not voluntarily undertake any course of action inconsistent with the terms and subject to ----------------------- the conditions set forth in this Agreement, each provisions or intent of the parties agrees to Agreement and will use its reasonable best efforts to take, or cause to be taken, all actions, action and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper proper, or advisable under Applicable Laws to consummate and make effective, in the most expeditious manner practicable, the Merger, and the other transactions contemplated by this Agreement, including including, without limitation, (ai) the obtaining of all necessary actions or non-actionscooperation in determining whether any consents, approvals, orders, authorizations, waivers, consents and approvals from declarations, filings, or registrations of or with any Governmental Entities and Entity or third party are required in connection with the making consummation of all necessary registrations and filings the transactions contemplated hereby; (including filings with Governmental Entitiesii) and the taking of all reasonable steps as may be necessary best efforts to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity, (b) the obtaining of all necessary such consents, approvals approvals, orders, authorizations, and waivers and to effect any such declarations, filings, and registrations; (iii) reasonable best efforts to cause to be lifted or waivers from third partiesrescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby; (iv) reasonable best efforts to defend, (c) the defending of any and cooperation in defending, all lawsuits or other legal proceedings, whether judicial or administrative, proceedings challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (dv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement; provided, however, that hereby. Sellers and Oxford shall cooperate with and assist Buyer and its authorized representatives in order to provide an efficient and orderly transfer of the -------- ------- Company shall be under no obligation control and management of the Business and Assets of the Sellers to take Buyer and to avoid any action to undue interruption in the extent that activities and operations of such Business following the Board of Directors shall conclude in good faith, after consultation with the Company's outside counsel, that such action could be inconsistent with the Board of Directors' fiduciary obligations under applicable lawClosing.

Reasonable Best Efforts. (a) Upon the terms and subject to ----------------------- the conditions set forth in this Agreement, each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger, Merger and the other transactions contemplated by this Agreement, including (ai) the obtaining of all necessary actions or non-actions, waivers, consents consents, licenses and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval approval, waiver or waiver license from, or to avoid an action or proceeding by by, any Governmental Entity, (bii) the obtaining of all necessary consents, approvals or waivers from third partiesparties (and in furtherance thereof the Parent, with the prior written consent of the Company, may make and commit to make payments to third parties and enter into or modify agreements), (ciii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement Agreement, or the consummation of the transactions contemplated herebyby this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (div) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to carry out fully the purposes of, this Agreement. (b) In connection with, but without limiting, the foregoing, the Parent and its Board of Directors shall (i) use reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Merger or any of the other transactions contemplated by this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, the Merger or any of the transactions contemplated by this Agreement, use reasonable best efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. (c) Each of the parties hereto shall promptly provide the others with a copy of any inquiry or request for information (including any oral request for information), pleading, order or other document either party receives from any Governmental Entities with respect to the matters referred to in Section 5.4. (d) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any notice of, or other communication relating to, a default or event which, with notice or lapse of time or both, would become a default, if received by it or any of the Subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any USDI Material Contract or Company Material Contract, or (ii) any written notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement; provided, however, that the -------- ------- Company delivery of any notice pursuant to this Section 5.4 shall be under no obligation to take any action not cure such breach or noncompliance or limit or otherwise affect the remedies available hereunder to the extent that the Board of Directors shall conclude in good faith, after consultation with the Company's outside counsel, that party receiving such action could be inconsistent with the Board of Directors' fiduciary obligations under applicable lawnotice.

Reasonable Best Efforts. Upon the terms and subject to ----------------------- the conditions set forth in this Agreement, and without limitation to any other covenant or agreement in this Agreement or any other Transaction Agreement, each of the parties Company, New PubCo, Merger Sub and SPAC agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner as promptly as practicable, the Merger, Merger and the other transactions contemplated by this AgreementTransactions, including using commercially reasonable efforts to accomplish the following: (a) the taking of all commercially reasonable acts necessary to cause the conditions precedent set forth in Article VIII, to be satisfied; (b) the obtaining of all necessary actions or non-actions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (filings, including registrations, declarations and filings with Governmental Entities) , if any, and the taking of all commercially reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity, Legal Proceeding; (bc) the obtaining of all necessary consents, approvals or waivers from third parties, parties required as a result of the Transactions set forth on Section 7.5(b) of the Company Disclosure Schedule; (cd) the termination of each agreement set forth on Section 7.5(c) of the Company Disclosure Schedule; (e) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (df) the execution and or delivery of any additional instruments reasonably necessary to consummate consummate, and to fully carry out the transactions contemplated by purposes of, the Transactions. This obligation shall include, on the part of SPAC, sending a termination letter to Continental Trust substantially in the applicable form attached to the Trust Agreement (the “Trust Termination Letter”). Notwithstanding anything contained in this Agreement; providedSection 7.5 or otherwise in this Agreement to the contrary, however, that the -------- ------- Company nothing in this Agreement shall be under no obligation deemed to take require SPAC or any action Company Party to (and neither SPAC nor any Company Party shall, without the extent that other Party’s prior written consent) offer, negotiate, agree to, consent to, or effect any divestiture, transfer, license or other disposition by itself or any of its Affiliates of shares or shares of capital stock or of any business, assets or property, the Board imposition of Directors shall conclude in good faithany limitation on the ability of any of them to conduct their business or to own or exercise control of their respective assets, after consultation with properties, shares and capital stock, the Company's outside counselincurrence of any liability or expense, that such action could be inconsistent with the Board or any other remedy, commitment or condition of Directors' fiduciary obligations under applicable lawany kind.

Reasonable Best Efforts. (a) Upon the terms and subject to ----------------------- the conditions set forth in this Agreement, each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in as soon as possible following the most expeditious manner practicabledate hereof, the Merger, Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts in (ai) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents and approvals from Governmental Entities Entities, including any required action or non-action under the Antitrust Laws (the “Required Consents”) prior to the Effective Time, and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver a Required Consent from, or to avoid an action or proceeding by by, any Governmental Entity, (bii) the obtaining of all necessary consents, approvals or waivers waivers, and any necessary or appropriate financing arrangements, from third parties, (ciii) the contesting and defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (div) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by Transactions, and to fully carry out the purposes of, this Agreement; provided, however(v) refraining from taking any action that would reasonably be expected to impede, interfere with, prevent or materially delay the consummation of the Merger and (vi) unless there has been a Company Recommendation Change made in compliance with ‎Section 5.2(b) (in the case of the Company’s obligation to use its reasonable best efforts) or a Parent Recommendation Change made in compliance with this ‎Section 5.3(b) (in the case of Parent’s obligation to use its reasonable its best efforts), obtaining the Company Stockholder Approval and the Parent Shareholder Approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions as promptly as practicable, (ii) appropriate filings, if any are required, pursuant to foreign Antitrust Laws as promptly as practicable and (iii) all other necessary filings with other Governmental Entities relating to the Merger, and, in each case, to supply as promptly as practicable any additional information and documentary material that may be formally or informally requested pursuant to the Antitrust Laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of any applicable waiting periods under the Antitrust Laws and the receipt of the Required Consents as soon as practicable. The parties agree that the -------- ------- use of “reasonable best efforts” in this ‎Section 6.3 shall include proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, (x) the sale, divestiture or disposition of such assets or businesses of either party or its Subsidiaries or affiliates and (y) restrictions, or actions that after the Effective Time would limit the Company’s or Parent’s or its other subsidiaries’ or affiliates’ freedom of action or operations with respect to, or its ability to retain, one or more of its or its subsidiaries’ businesses, product lines or assets, in each case (A) as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding that would otherwise have the effect of preventing or materially delaying the consummation of the Transactions, (B) conditioned upon the consummation of the Merger and (C) unless such sale, divestiture, disposition, restriction or action would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the business, properties, financial condition or results of operations of Parent and its subsidiaries, taken as a whole, or the Company and its subsidiaries, taken as a whole (a “Regulatory Material Adverse Effect”). (b) The parties shall be jointly develop, and each of the parties shall consult and cooperate in all respects with one another, and consider in good faith the views of one another, in connection with the form and content of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party, hereto in connection with proceedings under no obligation or relating to take any action Antitrust Law prior to their submission. Each of the parties shall (i) promptly notify the other party of any communication inquiry or investigation received by that party from, or given by it to, any Governmental Entity and, subject to Applicable Law, permit the other party to review in advance any proposed communication to any such Governmental Entity and incorporate the other party’s reasonable comments, (ii) not agree to participate in any meeting or discussion with any such Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement or the Merger unless, to the extent that the Board of Directors shall conclude in good faithreasonably practicable, after consultation it consults with the Company's outside counselother party in advance and, that to the extent permitted by such action could be inconsistent Governmental Entity, gives the other party the opportunity to attend and participate therein and (iii) promptly furnish the other party with copies of all correspondence, filings and written communications between them and their affiliates and their respective officers, directors, employees and Representatives, on one hand, and any such Governmental Entity or its respective staff on the other hand, with respect to this Agreement and the Merger in order for such other party to meaningfully consult and participate in accordance with the Board of Directors' fiduciary obligations under applicable lawpreceding clauses (i) and (ii), provided that materials furnished pursuant to this ‎Section 6.3(b) may be redacted as necessary to address reasonable attorney-client or other privilege or confidentiality concerns.

Reasonable Best Efforts. Upon (a) The terms of the Acquisition at the date of publication of the Scheme Document shall be set out in the Rule 2.5 Announcement and the Scheme Document, to the extent required by applicable Law. (b) Subject to the terms and subject to ----------------------- the conditions set forth in of this Agreement, each of the parties agrees to Party will use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to achieve satisfaction of the Conditions and to consummate the Acquisition and make effectiveeffective the Transactions, as soon as practicable after the date hereof, including using reasonable best efforts in (i) preparing and filing, in consultation with the most expeditious manner practicableother Party and as promptly as practicable and advisable after the date hereof, the Mergerall documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Acquisition, Scheme, or any of the other transactions contemplated by this AgreementTransactions, including (aii) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities, including any required action or non-action from the applicable Governmental Entities and under the making of all necessary registrations and filings (including filings with Governmental Entities) and Antitrust Laws, the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromDPA, Foreign Investment Laws, or other Laws related to avoid an action or proceeding by any Governmental Entity, the Regulatory Clearances and (biii) the obtaining of all necessary consents, approvals or waivers from third parties, (c) the contesting and defending of any lawsuits or other legal proceedings, whether judicial or administrative, Proceedings challenging this Agreement or the consummation of the transactions contemplated herebyAcquisition or any of the other Transactions, including (A) seeking to have any stay or temporary restraining order (or other Order) entered by any court or Governmental Entity vacated, reversed or terminated and (B) defending through litigation on the merits any claim asserted in court by any Person to avoid entry of, or to have vacated, reversed or terminated, any Order (whether temporary, preliminary or permanent) that would restrain or prevent Completion from occurring prior to the Outside Date. In furtherance and not in limitation of the foregoing, each Party agrees to make, as promptly as reasonably practicable, (I) an appropriate filing of a Notification and Report Form pursuant to the HSR Act, (II) a joint voluntary notice with the Committee on Foreign Investment in the United States in accordance with Section 721 of the Defense Production Act of 1950, as amended (the “DPA”), (III) any filing, notification, submission or report required pursuant to non-U.S. Antitrust Laws, (IV) appropriate filings, notifications, submissions or reports, if any are required or voluntarily submitted, pursuant to the Foreign Investment Laws and (V) appropriate filings, notifications, submissions or reports related to all other Regulatory Clearances. (c) Each of Aon and WTW shall, in connection with the efforts referenced in Section 8.2(b), (i) cooperate in all respects and consult with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any Proceeding initiated by a private party, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions; (ii) promptly inform the other Party of any communication, inquiry or investigation received by such Party from, or given by such Party to, the Antitrust Division of the Department of Justice (the “DOJ”), the Federal Trade Commission (the “FTC”) or any other Governmental Entity vacated or reversedEntity, by promptly providing copies to the other Party of any such written communications, and (d) the execution and delivery of any additional instruments necessary to consummate material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated by this Agreement; Transactions; provided, however, that materials may be redacted or withheld (A) to remove references concerning the -------- ------- Company shall be under no obligation valuation of Aon, WTW or any of their Subsidiaries, (B) as necessary to take any action comply with contractual arrangements in effect as of the date hereof, and (C) as necessary to the extent that the Board of Directors shall conclude in good faithaddress reasonable privilege or confidentiality concerns (collectively, after consultation with the Company's outside counsel, that such action could be inconsistent with the Board of Directors' fiduciary obligations under applicable law.“Permitted Redactions”); and

Reasonable Best Efforts. Upon Except as otherwise set forth herein, upon the terms and subject to ----------------------- the conditions set forth in this Agreement, each of the parties Parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger, Amalgamation and the other transactions contemplated by this AgreementTransactions, including using its reasonable best efforts to accomplish the following: (ai) the taking of all acts necessary to cause the conditions precedent set forth in Article VII to be satisfied (but not waived); (ii) the obtaining of all necessary actions or non-actions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity, if any); (biii) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the Transactions, including any other consents, approvals or waivers from third parties referred to on Section 3.5 of the Company Disclosure Letter; (civ) the termination of each agreement set forth on Section 6.9(iv) of the Company Disclosure Letter; (v) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (dvi) the execution and or delivery of any additional instruments reasonably necessary to consummate consummate, and to fully carry out the transactions contemplated by this Agreement; providedpurposes of, howeverthe Transactions. This obligation shall include, that on the -------- ------- Company shall be under no obligation to take any action part of Parent, sending a termination letter to the extent that Trustee substantially in the Board of Directors shall conclude in good faith, after consultation with applicable form attached to the Company's outside counsel, that such action could be inconsistent with Trust Agreement (the Board of Directors' fiduciary obligations under applicable law“Trust Termination Letter”).

Reasonable Best Efforts. (a) Upon the terms and subject to ----------------------- the conditions set forth in this Agreement and compliance with applicable Law and the other terms of this Agreement, each of the parties CPA:14 and CPA:12 agrees to use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger, Merger and the other transactions contemplated by this Agreementthe Transaction Documents, including (ai) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval approval, waiver or waiver from, or to avoid an action or proceeding by exemption from any Governmental Entity, (bii) the obtaining of all necessary consents, approvals approvals, waivers or waivers exemption from non-governmental third parties, (c) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (diii) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement and (iv) the consummation of the Sale of Assets and Special Distribution. In addition, each of CPA:14 and CPA:12 agrees to use their reasonable best efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger, this Agreement or the transactions contemplated by the Transaction Documents, including seeking to have any stay, temporary restraining order, injunction, or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated by the Transaction Documents entered by any court or other Governmental Entity vacated or reversed. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of CPA:12 and CPA:14 shall take all such necessary action. From the date of this Agreement through the Effective Time, CPA:12 shall timely file, or cause to be filed, with the SEC all CPA:12 SEC Documents required to be so filed. (b) CPA:12 shall give prompt notice to CPA:14, and CPA:14 shall give prompt notice to CPA:12, if (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becomes untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becomes untrue or inaccurate in any material respect or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; providedprovided that the delivery of any notice pursuant to this Section shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice; and, howeverprovided further, that failure to give such notice shall not be treated as a breach of covenant for the -------- ------- Company shall be under no obligation to take any action to purposes of Sections 5.2(b) or 5.3(b), as the extent that the Board of Directors shall conclude in good faith, after consultation with the Company's outside counsel, that such action could be inconsistent with the Board of Directors' fiduciary obligations under applicable lawcase may be.

Reasonable Best Efforts. Upon the terms and subject to ----------------------- the conditions set forth in this Agreementherein provided, each of the parties agrees to party hereto shall use its reasonable best efforts to take, or cause to be taken, all actionsreasonable action and to do, or cause to be done and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable under applicable laws and regulations and their respective certificates of incorporation and bylaws to consummate and make effective, as soon as reasonably practicable, the transactions contemplated by the this Agreement. Such actions shall include, without limitation, using its reasonable best efforts to (a) obtain all consents, amendments to or waivers from other parties under the terms of all leases and other agreements between Leslie’s and such parties required as a result of the transactions contemplated by the this Agreement, if any, (b) obtain all necessary consents, approvals and authorizations as are required to be obtained under any federal or state law or regulation, (c) defend any lawsuits or other legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties (including governmental agencies or officials), challenging this Agreement, or the consummation of the transactions contemplated hereby and (d) effect all necessary registrations and filings, including but not limited to any filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and submissions of information requested by governmental authorities. Upon the terms and subject to the conditions hereof, and subject to the fiduciary duties of the board of directors of Leslie’s, as it may be advised in writing by counsel, each of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all reasonable actions and to do, or cause to be done, and all things necessary to assist and cooperate with satisfy the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger, and the other transactions contemplated by this Agreement, including (a) the obtaining conditions of all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity, (b) the obtaining of all necessary consents, approvals or waivers from third parties, (c) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (d) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement; provided, however, that the -------- ------- Company shall be under no obligation to take any action to the extent that the Board of Directors shall conclude in good faith, after consultation with the Company's outside counsel, that such action could be inconsistent with the Board of Directors' fiduciary obligations under applicable lawClosing set forth herein.

Reasonable Best Efforts. (a) Upon the terms and subject to ----------------------- the conditions set forth in this Agreement, each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in as soon as possible following the most expeditious manner practicabledate hereof, the Merger, Mergers and the other transactions contemplated by this Agreement, including using reasonable best efforts in (ai) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents and approvals from Governmental Entities Entities, including any required action or non-action under the Antitrust Laws (the “Required Consents”) prior to the Effective Time, and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver a Required Consent from, or to avoid an action or proceeding by by, any Governmental Entity, (bii) the obtaining of all necessary consents, approvals or waivers waivers, and any necessary or appropriate financing arrangements, from third parties, (ciii) the contesting and defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyby this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (div) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement, and (v) refraining from taking any action that would reasonably be expected to impede, interfere with, prevent or materially delay the consummation of the Mergers. In furtherance and not in limitation of the foregoing, each party hereto agrees to make (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable, (ii) appropriate filings, if any are required, pursuant to foreign Antitrust Laws as promptly as practicable and (iii) all other necessary filings with other Governmental Entities relating to the Merger, and, in each case, to supply as promptly as practicable any additional information and documentary material that may be formally or informally requested pursuant to the Antitrust Laws or by such authorities and to use reasonable best efforts to cause the 69 expiration or termination of any applicable waiting periods under the Antitrust Laws and the receipt of the Required Consents as soon as practicable. The parties agree that the use of “reasonable best efforts” in this Section 6.3 shall include proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, (x) the sale, divestiture or disposition of such assets or businesses of either party or its Subsidiaries or affiliates and (y) restrictions, or actions that after the Effective Time would limit HoldCo’s or its subsidiaries’ or affiliates’ freedom of action or operations with respect to, or its ability to retain, one or more of its or its subsidiaries’ businesses, product lines or assets, in each case (A) as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding that would otherwise have the effect of preventing or materially delaying the consummation of the transactions contemplated by this Agreement; providedAgreement and (B) conditioned upon the consummation of the Mergers. (b) The parties shall jointly develop, howeverand each of the parties shall consult and cooperate in all respects with one another, and consider in good faith the views of one another, in connection with the form and content of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party, hereto in connection with proceedings under or relating to any Antitrust Law prior to their submission. Each of the parties shall (i) promptly notify the other party of any communication inquiry or investigation received by that party from, or given by it to, any Governmental Entity and, subject to Applicable Law, permit the -------- ------- Company shall be under no obligation other party to take review in advance any action proposed communication to any such Governmental Entity and incorporate the other party’s reasonable comments, (ii) not agree to participate in any meeting or discussion with any such Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement or the Mergers unless, to the extent that the Board of Directors shall conclude in good faithreasonably practicable, after consultation it consults with the Company's outside counselother party in advance and, that to the extent permitted by such action could be inconsistent Governmental Entity, gives the other party the opportunity to attend and participate therein and (iii) promptly furnish the other party with copies of all correspondence, filings and written communications between them and their affiliates and their respective officers, directors, employees and Representatives, on one hand, and any such Governmental Entity or its respective staff on the other hand, with respect to this Agreement and the Merger in order for such other party to meaningfully consult and participate in accordance with the Board of Directors' fiduciary obligations under applicable lawpreceding clauses (i) and (ii), provided that materials furnished pursuant to this Section 6.3(b) may be redacted as necessary to address reasonable attorney-client or other privilege or confidentiality concerns.

Reasonable Best Efforts. (a) Upon the terms and subject to ----------------------- the conditions set forth in this Agreement, each of the parties Parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger, Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (ai) the taking of all reasonable acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity, (biii) the obtaining of all necessary consents, approvals or waivers from third parties, (civ) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the other transactions contemplated herebyby, and to fully carry out the purposes of, this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (dv) the execution and delivery of any additional instruments necessary to consummate the Merger and the other transactions contemplated by, and to fully carry out the purposes of, this Agreement. No later than five (5) Business Days after the date of this Agreement, the Parties will make all necessary filings with respect to this Agreement and the Merger under the HSR Act and thereafter, as promptly as practicable, make any other required submissions and respond to any related formal or informal governmental request thereunder. (b) In connection with and without limiting the foregoing, each Party shall use its reasonable best efforts to furnish to each other all information required for any filing, form, declaration, notification, registration and notice, other than confidential or proprietary information not directly related to the transactions contemplated by this Agreement; provided, howeverand to keep the other party reasonably informed with respect to the status of each clearance, that approval or waiver sought from a Governmental Entity in connection with the -------- ------- Company transactions contemplated by this Agreement and the material communications between such Party and such Governmental Entity. Each party shall be under no obligation without limitation: (i) promptly notify the other of, and if in writing, furnish the other with copies of (or, in the case of oral communications, advise the other of) any communications from or with any Governmental Entity with respect to take the transactions contemplated by this Agreement, (ii) permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any action proposed written or any oral communication with any such Governmental Entity, (iii) not participate in any meeting or have any communication with any such Governmental Entity unless it has given the other an opportunity to consult with it in advance and to the extent permitted by such Governmental Entity gives the other the opportunity to attend and participate therein, (iv) furnish the other with copies of all filings and communications between it and any such Governmental Entity with respect to the transactions contemplated by this Agreement, and (v) furnish the other with such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity. Such materials and the information contained therein shall be given only to the outside legal counsel of the other and will not be disclosed by such outside counsel to employees, officers, or directors of their client unless express permission is obtained in advance from the disclosing party or its legal counsel. (c) In connection with and without limiting the foregoing, Global Ethanol and its managers and Green Plains and its board of directors shall each use their respective reasonable best efforts to: (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or the Merger or any of the other transactions contemplated by this Agreement and (ii) if any state takeover statute or similar statute becomes applicable to this Agreement, the Merger or any other transactions contemplated by this Agreement, take all action necessary to ensure that the Board Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of Directors such statute or regulation on this Agreement, the Merger and the other transactions contemplated by this Agreement. Nothing in this Agreement shall conclude be deemed to require Global Ethanol or Green Plains to agree to, or proffer to, divest or hold separate any assets or any portion of any business of Global Ethanol or Green Plains or any of their respective Subsidiaries that is material to the business, financial condition or results of operations, of Global Ethanol, Green Plains and their respective Subsidiaries (after giving effect to the Merger), taken as a whole. Without limiting the generality of the foregoing, each of Global Ethanol and Green Plains shall give the other Party the opportunity to participate in good faiththe defense of any litigation against Global Ethanol or Green Plains, after consultation with as applicable, and/or its managers or directors relating to the Company's outside counsel, that such action could be inconsistent with the Board of Directors' fiduciary obligations under applicable lawtransactions contemplated by this Agreement.