Common use of Regulatory Undertakings Clause in Contracts

Regulatory Undertakings. (a) Subject to the terms and conditions of this Agreement (including, for the avoidance of doubt, any actions taken by the Company permitted by ‎Section 6.02 or ‎Section 6.04), the Company and Parent shall use reasonable best efforts to take, or cause to be taken (including by causing their Affiliates to take), all actions (including instituting or defending any Proceeding), and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the transactions contemplated by this Agreement as soon as reasonably practicable (and in any event, at least five Business Days prior to the Outside Date), including (i) preparing and filing as promptly as reasonably practicable with any Governmental Authority or other third party all documentation to effect all necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applications, and other documents; and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations, and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper, or advisable to consummate the transactions contemplated by this Agreement as soon as practicable (and in any event, at least five Business Days prior to the Outside Date). (b) In furtherance and not in limitation of the foregoing, each of the Company and Parent shall (and Parent shall cause its Affiliates to) make (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) as promptly as reasonably practicable and in any event within 10 Business Days after the date hereof (unless the revised rules governing the form and information required in such filings under the HSR Act, published in the Federal Register on November 12, 2024, are in effect at the time such a filing would have to be made, in which case the Notification and Report Form pursuant to the HSR Act shall be filed as promptly as reasonably practicable), and such filings shall request early termination of any applicable waiting period under the HSR Act, and (ii) any other required filings pursuant to applicable Competition Laws as promptly as practicable after the date hereof. To facilitate these filings, each of the Company and Parent shall (and Parent shall cause its Affiliates to) furnish to the other party as promptly as practicable all information within its (or its Affiliates’) control requested by such other party and required for such other party to make any application or other filing to be made by it pursuant to any Applicable Law in connection with the transactions contemplated by this Agreement. Each of Parent and the Company shall respond as promptly as practicable to any inquiries received from the FTC or the Antitrust Division or any other Governmental Authority for additional information or documentary material that may be requested pursuant to the HSR Act or any other applicable Competition Laws and shall use reasonable best efforts to promptly take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and, if applicable, any other Competition Laws as promptly as practicable. (c) If any objections are asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement under the HSR Act, or any other applicable Competition Law, or any other Applicable Law, or if any Proceeding is instituted or threatened by any Governmental Authority challenging any of the transactions contemplated by this Agreement, Parent and the Company shall take, or cause to be taken (including by causing their Affiliates to take), all actions necessary to resolve such objections or Proceedings as promptly as practicable and obtain any needed authorization, consent or approval of a Governmental Authority or avoid or eliminate any impediments under the HSR Act, any such other Competition Law, or other Applicable Law. Without limiting the foregoing, in connection with any such objection or Proceeding (including solely for the purposes of clause (G) of this Subsection 8.01(c), any Proceeding instituted or threatened by a Third Party), Parent shall, and shall cause its Subsidiaries and Affiliates to, (i) take any such actions as may be necessary to obtain any authorization, consent or approval of a Governmental Authority or to avoid or eliminate any impediments under the HSR Act, any such other Competition Law, or other Applicable Law so as to enable the consummation of the transactions hereby to occur no later than 5 Business Days prior to the Outside Date, including (A) agreeing to hold separate, sell, license, divest or otherwise dispose of any of the businesses or properties or assets of Parent, the Company or any of their respective Affiliates, (B) terminating, amending or assigning any existing relationships and contractual rights and obligations, (C) terminating any venture or other arrangement, (D) granting any right or commercial or other accommodation to, or entering into any contractual or other commercial relationship with, any Third Party, (E) imposing limitations on Parent, Merger Sub, the Company or any of their respective Affiliates with respect to how they own, retain, conduct or operate all or any portion of their respective businesses or assets, (F) effectuating any other change to, or restructuring of, Parent, the Company or any of their respective Affiliates, and (G) opposing (1) any administrative or judicial Proceeding that is initiated or threatened to be initiated 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 Authority vacated or reversed) and (2) any request for, the entry of, and seek to have vacated or terminated, any Order that could reasonably be expected to restrain, prevent or materially delay the consummation of the transactions contemplated hereby, including in the case of either (1) or ‎(2), by defending through litigation any Proceeding brought by any Person in any court or before any Governmental Authority, and pursuing all available avenues of administrative and judicial appeal, in each case, as may be required (x) by the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under the HSR Act, any such other Competition Law, or any other Applicable Law or (y) by any domestic or foreign court or other tribunal in any Proceeding challenging such transactions as violative of any Competition Law or any other Applicable Laws, in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any Order that has the effect of restricting, preventing or prohibiting the consummation of the transactions contemplated by this Agreement and (ii) not take any action (including entering into or consummating any contracts or arrangements for an acquisition, however structured, of any ownership interest, assets or rights in any Person) if such action would (A) reasonably be expected to make it materially more likely that there would arise any impediments under any Competition Law or any other Applicable Laws that may be asserted by any Governmental Authority to the consummation of the Merger and the other transactions contemplated hereby as promptly as practicable or (B) impose any material delay in the expiration of any waiting period or obtaining of any approval from any Governmental Authority applicable to the transactions contemplated by this Agreement (the actions set forth in clauses ‎(A) through (F) of this Section 8.01(c)(i) referred to collectively as, “Regulatory Actions”); provided, however, that nothing in this Section 8.01(c) shall require Parent or its Subsidiaries to (and, except as otherwise permitted by Section 6.01, the Company and its Subsidiaries shall not, without Parent’s prior written consent) agree to or take any Regulatory Action with respect to any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or the Surviving Corporation (or any of their respective Affiliates), that generated in the aggregate EBITDA during the fiscal year ended December 31, 2024 in excess of $25,000,000 (the “Cap”), provided, however, that Parent can compel the Company to use its reasonable best efforts (and to cause the Company’s Subsidiaries to use their reasonable best efforts) to take any of the actions referred to in this sentence (or agree to take such actions) with respect to the assets, licenses, operations, rights, product lines, businesses or interests of the Company and its Subsidiaries so long as the effectiveness of such action is contingent upon the consummation of the transactions contemplated by this Agreement. (d) Each party shall (i) promptly notify the other parties of any substantive communication to that party from the FTC, the Antitrust Division, any State Attorney General or any other Governmental Authority regarding this Agreement or the transactions contemplated hereby and, subject to Applicable Law, permit the other parties to review, reasonably in advance, any written communication or presentation proposed to be submitted to any Governmental Authority with respect to the foregoing and consider in good faith any comments such other may party may provide thereto; (ii) not agree to participate in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning any competition or antitrust matters in connection with this Agreement or the Merger and the other transactions contemplated hereby unless in each case it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate thereat; and (iii) furnish the other parties with copies of all filings and material correspondences and communications (and memoranda setting forth the substance thereof) between them and their Affiliates and their respective representatives, on the one hand, and any Governmental Authority or members or their respective staffs, on the other hand, with respect to any Competition Laws in connection with this Agreement. The parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under any Competition Law. Notwithstanding anything to the contrary in this Agreement, and without limiting or expanding the rights and obligations set forth in this Section 8.01, Parent shall have the right to direct all matters with any Governmental Authority consistent with its obligations hereunder; provided that Parent reasonably consults with, and considers in good faith, the input of the Company; provided, further, that Parent shall not extend any waiting period under the HSR Act or under any other applicable Competition Law or enter into any agreement with the FTC or the Antitrust Division or any other Governmental Authority not to consummate the transactions contemplated by this Agreement without the prior written consent of the Company, which, in the case of the extending any such waiting period, shall not be unreasonably withheld. (e) Parent shall pay and be responsible for all filing fees incurred in connection with the matters contemplated by this Section 8.01.

Regulatory Undertakings. (a) Subject to the terms and conditions of this Agreement (including, for the avoidance of doubt, any actions taken by the Company permitted by ‎Section 6.02 Section 2.3 or ‎Section 6.04Section 5.1), the Company and the Parent shall use reasonable best efforts to take, or cause to be taken (including by causing their controlled Affiliates to take), all actions (including instituting or defending any Proceeding), and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the transactions contemplated by this Agreement as soon as reasonably practicable (and in any event, at least five Business Days prior to the Outside Date), including (i) preparing and filing as promptly as reasonably practicable with any Governmental Authority or other third party all documentation to effect all necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applicationsbriefing papers, applications and other documents; documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper, proper or advisable to consummate the transactions contemplated by this Agreement as soon as practicable (and in any event, at least five Business Days prior to the Outside Date). (b) In furtherance and not in limitation of the foregoing, each of the Company and the Parent shall (and Parent shall cause its Affiliates toi) make (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) as promptly as reasonably practicable and in any event within 10 Business Days after the date hereof (unless the revised rules governing the form and information required in such filings under the HSR Act, published in the Federal Register on November 12, 2024, are in effect at the time such a filing would have to be made, in which case the Notification and Report Form pursuant to the HSR Act shall be filed as promptly as reasonably practicable), and such filings shall request early termination of any applicable waiting period under the HSR Act), (ii) file, or cause to be filed, or submit where appropriate, as promptly as reasonably practicable any filing (or draft thereof where it is customary to file a draft) or briefing paper required (or advised) under each other Competition Law or Foreign Investment Law set forth on Section 4.2(1)(b) of the Company Disclosure Letter (including, with respect to the Competition Act (Canada), the Parent causing the Purchaser to file a request for an advance ruling certificate or, in lieu thereof, a no-action letter and a pre-merger notification form pursuant to Part IX of the Competition Act (Canada) and the Company filing a pre-merger notification pursuant to Part IX of the Competition Act (Canada), and with respect to the Investment Canada Act, the Parent causing the Purchaser to file an application for review pursuant to Part IV of the Investment Canada Act, including a detailed plans document), and (ii) any other required filings pursuant to applicable Competition Laws as promptly as practicable after the date hereof. To facilitate these filings, each of the Company and Parent shall (and Parent shall cause its Affiliates toiii) furnish to the other party Party as promptly as practicable all information within its (or its Affiliates’) control requested by such other party Party and required for such other party Party to make any application or other filing to be made by it pursuant to any Applicable Law in connection with the transactions contemplated by this Agreement. Each of the Parent and the Company shall respond as promptly as practicable to any inquiries received from the FTC or the Antitrust Division or any other Governmental Authority for additional information or documentary material that may be requested pursuant to the HSR Act or any other applicable Competition Laws and or Foreign Investment Laws and, subject to Section 4.2(1)(c), shall use reasonable best efforts to take, as promptly take as commercially reasonable, all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and to cause the receipt of required approvals and the expiration or termination of the applicable waiting periods, as applicable, necessary to obtain the Specified Regulatory Approvals and, if applicable, any other applicable Competition Laws or Foreign Investment Laws as promptly as practicablecommercially reasonable prior to the Outside Date. (c) If any objections are asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement under the HSR Act, Act or any other applicable Competition Law or Foreign Investment Law, if any requests are made by a Governmental Authority in order to obtain approval under the HSR Act or any other Applicable LawSpecified Regulatory Approvals, or if any Proceeding is instituted or threatened by any Governmental Authority or Third Party (solely if such Proceeding is brought under any Competition Law or Foreign Investment Law) challenging any of the transactions contemplated by this Agreement, the Parent and the Company shall take, or cause to be taken (including by causing their respective controlled Affiliates to take), all actions reasonably necessary to resolve such objections or Proceedings requests as promptly as practicable and obtain any needed authorization, consent or approval of a Governmental Authority or avoid or eliminate any impediments under commercially reasonable prior to the HSR Act, any such other Competition Law, or other Applicable LawOutside Date. Without limiting the foregoing, in connection with any such objection objection, requests or Proceeding (including solely for Proceeding, the purposes of clause (G) of this Subsection 8.01(c), any Proceeding instituted or threatened by a Third Party), Parent shall, and shall cause its Subsidiaries and controlled Affiliates to, (i) take any such actions as may be reasonably necessary to obtain any authorization, consent or approval of a Governmental Authority or to avoid or eliminate any impediments under the HSR Act, Competition Act (Canada), Investment Canada Act or any such other Competition Law, Law or other Applicable Foreign Investment Law so as to enable the consummation of the transactions hereby to occur no later than 5 Business Days prior to the Outside Date, including (Ai) agreeing to hold separate, sell, license, divest or otherwise dispose of any of the businesses or properties or assets of Parent, the Company or any of their its respective controlled Affiliates, (Bii) terminating, amending or assigning any existing relationships and contractual rights and obligations, (Ciii) terminating any venture or other arrangement, (Div) granting any right or commercial or other accommodation to, or entering into any contractual or other commercial relationship with, any Third Party, (Ev) imposing limitations on the Parent, Merger Subthe Purchaser, the Company or any of their respective its controlled Affiliates with respect to how they own, retain, conduct or operate all or any portion of their respective businesses or assets, (Fvi) effectuating any other change to, or restructuring of, Parent, the Company or any of their respective its controlled Affiliates, and (Gvii) opposing (1) any administrative or judicial Proceeding that is initiated or threatened with respect to be initiated 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 Investment Canada Act, entering into undertakings with a Governmental Authority vacated or reversed) customary and (2) any request for, the entry of, and seek to have vacated or terminated, any Order that could reasonably be expected to restrain, prevent or materially delay the consummation of the transactions contemplated hereby, including in the case of either (1) or ‎(2), by defending through litigation any Proceeding brought by any Person in any court or before any Governmental Authority, and pursuing all available avenues of administrative and judicial appeal, in each case, as may be required (x) by the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under the HSR Act, any such other Competition Law, or any other Applicable Law or (y) by any domestic or foreign court or other tribunal in any Proceeding challenging such transactions as violative of any Competition Law or any other Applicable Laws, in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any Order that has the effect of restricting, preventing or prohibiting the consummation of the transactions contemplated by this Agreement and (ii) not take any action (including entering into or consummating any contracts or arrangements reasonable for an acquisition, however structured, of any ownership interest, assets or rights in any Person) if such action would (A) reasonably be expected to make it materially more likely that there would arise any impediments under any Competition Law or any other Applicable Laws that may be asserted by any Governmental Authority to the consummation of the Merger and the other transactions contemplated hereby as promptly as practicable or (B) impose any material delay in the expiration of any waiting period or obtaining of any approval from any Governmental Authority applicable a transaction similar to the transactions contemplated by this Agreement (the actions set forth in clauses ‎(A) through (F) of this Section 8.01(c)(i) referred to collectively as, “Regulatory Actions”); provided, however, that nothing in this Section 8.01(c) shall require Parent or its Subsidiaries to (and, except as otherwise permitted by Section 6.01, the Company and its Subsidiaries shall not, without Parent’s prior written consent) agree to or take any Regulatory Action with respect to any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or the Surviving Corporation (or any of their respective Affiliates), that generated in the aggregate EBITDA during the fiscal year ended December 31, 2024 in excess of $25,000,000 (the “Cap”), provided, however, that Parent can compel the Company to use its reasonable best efforts (and to cause the Company’s Subsidiaries to use their reasonable best efforts) to take any of the actions referred to in this sentence (or agree to take such actions) with respect to the assets, licenses, operations, rights, product lines, businesses or interests of the Company and its Subsidiaries so long as the effectiveness of such action is contingent upon the consummation of the transactions contemplated by this Agreement. (d) Each party shall (i) promptly notify the other parties of any substantive communication to that party from the FTC, the Antitrust Division, any State Attorney General or any other Governmental Authority regarding this Agreement or the transactions contemplated hereby and, subject to Applicable Law, permit the other parties to review, reasonably in advance, any written communication or presentation proposed to be submitted to any Governmental Authority with respect to the foregoing and consider in good faith any comments such other may party may provide thereto; (ii) not agree to participate in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning any competition or antitrust matters in connection with this Agreement or the Merger and the other transactions contemplated hereby unless in each case it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate thereat; and (iii) furnish the other parties with copies of all filings and material correspondences and communications (and memoranda setting forth the substance thereof) between them and their Affiliates and their respective representatives, on the one hand, and any Governmental Authority or members or their respective staffs, on the other hand, with respect to any Competition Laws in connection with this Agreement. The parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under any Competition Law. Notwithstanding anything to the contrary in this Agreement, and without limiting or expanding the rights and obligations set forth in this Section 8.01, Parent shall have the right to direct all matters with (viii) opposing (A) any Governmental Authority consistent with its obligations hereunder; provided that Parent reasonably consults with, and considers in good faith, the input of the Company; provided, further, that Parent shall not extend any waiting period under the HSR Act or under any other applicable Competition Law or enter into any agreement with the FTC or the Antitrust Division or any other Governmental Authority not to consummate the transactions contemplated by this Agreement without the prior written consent of the Company, which, in the case of the extending any such waiting period, shall not be unreasonably withheld. (e) Parent shall pay and be responsible for all filing fees incurred in connection with the matters contemplated by this Section 8.01.administrative or

Regulatory Undertakings. (ai) Subject From the date hereof until the Closing, each Covered Person agrees to take, and their respective controlled Affiliates shall take, all actions reasonably required to be undertaken by a Covered Person to (i) enable the Windstream Group to comply with their obligations under the provisions of Section 8.01 of the Merger Agreement with respect to the terms and conditions filings referred to in Section 8.01(b) of this the Merger Agreement (includingor required to be made pursuant to Section 8.01(a) of the Merger Agreement, for the avoidance of doubt, any actions taken by the Company permitted by ‎Section 6.02 or ‎Section 6.04), the Company and Parent shall use including using their respective reasonable best efforts to takesupply as promptly as practicable information and documentary materials relating to such Covered Persons as may be reasonably requested or required by Windstream and are reasonably available to such Covered Persons to enable Windstream to comply with its obligations under Section 8.01 of the Merger Agreement; provided that information consistent with that previously provided by any Covered Person or any of its controlled Affiliates to a federal Governmental Authority in connection with any Covered Person’s or any of its controlled Affiliates’ ownership interests in the Windstream Group will be deemed to be reasonably available; provided further that (A) the Covered Persons may designate any nonpublic information that is competitively sensitive provided to any Governmental Authority as restricted to “outside counsel” only and any such information shall not be shared with employees, officers, managers or directors or their equivalents of the other party without such Covered Person’s approval, (B) the Covered Persons shall not be required to supply information or materials to the extent doing so would violate any Applicable Law, and (C) prior to providing any information, the Covered Persons may, if reasonably appropriate or necessary, require Windstream or Uniti to enter into a customary separate confidentiality agreement or common interest agreement with such Covered Person on terms reasonably acceptable to such Covered Person. (ii) Notwithstanding the foregoing, the parties acknowledge and agree that in no event shall any Covered Person or its Affiliates be required to (A) provide any information of or related to any non-controlled Affiliate of any Covered Person or cause or require any non-controlled Affiliates of any Covered Person to take any action, (B) commence or defend any action to obtain any consent or to obtain information required to submit any filing or (C) take or cause to be taken (including by causing their Affiliates to take)taken, all actions (including instituting or defending any Proceeding), and to do, do or cause to be done, all things necessarynegotiate, proper commit to, suffer, agree to and effect any action, commitment, condition, contingency, contribution, cost, donation, expense, liability, limitation, loss, obligation, payment, restriction, restraint, requirement, term or advisable under Applicable Law undertaking related to consummate obtaining any consent, making any filing or providing any information that would reasonably be expected to have an adverse effect on the transactions contemplated business, financial condition or results of operations of, or reputation of, the Covered Person or any of its controlled Affiliates; provided that (x) providing information consistent with that previously provided by this Agreement as soon as reasonably practicable any Covered Person or any of its controlled Affiliates to a federal Governmental Authority in connection with any Covered Person’s or any of its controlled Affiliates’ ownership interests in the Windstream Group; or (and in any event, at least five Business Days prior y) an irrevocable waiver of the Minority Supporting Unitholders’ right to the Outside Dateappoint a board observer consistent with Section 2(d)(iv), including (i) preparing and filing as promptly as reasonably practicable with any Governmental Authority in each case, will be deemed not to have an adverse effect on the business, financial condition or other third party all documentation to effect all necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions results of information, applications, and other documents; and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations, and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, properoperations of, or advisable to consummate reputation of, the transactions contemplated by this Agreement as soon as practicable (and in Covered Person or any event, at least five Business Days prior to the Outside Date)of its controlled Affiliates. (biii) In furtherance and not in limitation of the foregoing, each of the Company and Parent shall (and Parent shall cause its Affiliates tox) make (i) If an appropriate filing of a Notification and Report Form pursuant to the HSR Act objection is asserted with respect to the transactions contemplated hereby with the United States Federal Trade Commission Transactions, or if any Governmental Authority requests any action (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) as promptly as reasonably practicable and other than requests to provide information or participate in any event within 10 Business Days after the date hereof (unless the revised rules governing the form and information required in such filings under the HSR Act, published in the Federal Register on November 12, 2024, are in effect at the time such a filing would have to be made, in which case the Notification and Report Form pursuant to the HSR Act shall be filed as promptly as reasonably practicable), and such filings shall request early termination of any applicable waiting period under the HSR Act, and (ii) any other required filings pursuant to applicable Competition Laws as promptly as practicable after the date hereof. To facilitate these filings, each of the Company and Parent shall (and Parent shall cause its Affiliates to) furnish to the other party as promptly as practicable all information within its (meetings or its Affiliates’) control requested by such other party and required for such other party to make any application or other filing to be made by it pursuant to any Applicable Law discussions in connection with the transactions contemplated by filings referred to above), nothing in this Agreement. Each Section ‎2(d) shall require any Covered Person or any of Parent and the Company shall respond as promptly as practicable its Affiliates to (I) propose, negotiate or commit to, accept or otherwise agree to any inquiries received from the FTC obligation, requirement, condition, or the Antitrust Division or any other Governmental Authority for additional information or documentary material that may be requested pursuant to the HSR Act or any other applicable Competition Laws and shall use reasonable best efforts to promptly take all other actions necessary, proper or advisable to cause the expiration or termination limitation of the applicable waiting periods under the HSR Act and, if applicable, any other Competition Laws as promptly as practicable. (c) If any objections are asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement under the HSR Act, (other than providing information or any other applicable Competition Law, participating in meetings or any other Applicable Law, or if any Proceeding is instituted or threatened by any Governmental Authority challenging any of the transactions contemplated by this Agreement, Parent and the Company shall take, or cause to be taken (including by causing their Affiliates to take), all actions necessary to resolve such objections or Proceedings as promptly as practicable and obtain any needed authorization, consent or approval of a Governmental Authority or avoid or eliminate any impediments under the HSR Act, any such other Competition Law, or other Applicable Law. Without limiting the foregoing, discussions in connection with the filings referred to above) that would apply to any such objection Covered Person or Proceeding (including solely for the purposes of clause (G) of this Subsection 8.01(c), any Proceeding instituted or threatened by a Third Party), Parent shall, and shall cause its Subsidiaries and Affiliates to, (i) take any such actions as may be necessary to obtain any authorization, consent or approval of a Governmental Authority or to avoid or eliminate any impediments under the HSR Act, any such other Competition Law, or other Applicable Law so as to enable the consummation of the transactions hereby to occur no later than 5 Business Days prior to the Outside Date, including (A) agreeing to hold separate, sell, license, divest or otherwise dispose of any of the businesses or properties or assets of Parentits Affiliates, the Company or any of their respective Affiliatesportfolio operating companies, (B) terminating, amending or assigning any existing relationships and contractual rights and obligations, (C) terminating any venture or other arrangement, (D) granting any right or commercial or other accommodation to, or entering into any contractual or other commercial relationship with, any Third Party, (E) imposing limitations on Parent, Merger Sub, the Company or any of their respective Affiliates with respect to how they own, retain, conduct or operate all or any portion of their respective businesses or assets, (F) effectuating any other change to, or restructuring of, Parent, the Company or any of their respective Affiliates, and (G) opposing (1) any administrative or judicial Proceeding that is initiated or threatened to be initiated 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 Authority vacated or reversed) and (2) any request for, the entry of, and seek to have vacated or terminated, any Order that could reasonably be expected to restrain, prevent or materially delay the consummation of the transactions contemplated hereby, including in the case of either (1) or ‎(2), by defending through litigation any Proceeding brought by any Person in any court or before any Governmental Authority, and pursuing all available avenues of administrative and judicial appeal, in each case, as may be required (x) by the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under the HSR Act, any such other Competition Law, or any other Applicable Law or (y) by any domestic or foreign court or other tribunal in any Proceeding challenging such transactions as violative of any Competition Law or any other Applicable Laws, in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any Order that has the effect of restricting, preventing or prohibiting the consummation of the transactions contemplated by this Agreement and (ii) not take any action (including entering into or consummating any contracts or arrangements for an acquisition, however structured, of any ownership interest, assets or rights in any Person) if such action would (A) reasonably be expected to make it materially more likely that there would arise any impediments under any Competition Law or any other Applicable Laws that may be asserted by any Governmental Authority to the consummation of the Merger and the other transactions contemplated hereby as promptly as practicable or (B) impose any material delay in the expiration of any waiting period or obtaining of any approval from any Governmental Authority applicable to the transactions contemplated by this Agreement (the actions set forth in clauses ‎(A) through (F) of this Section 8.01(c)(i) referred to collectively as, “Regulatory Actions”); provided, however, that nothing in this Section 8.01(c) shall require Parent or its Subsidiaries to (and, except as otherwise permitted by Section 6.01, the Company and its Subsidiaries shall notincluding, without Parent’s prior written consent) agree to or take any Regulatory Action with respect to any assetslimitation, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or the Surviving Corporation (or any of their respective Affiliates), that generated in the aggregate EBITDA during the fiscal year ended December 31, 2024 in excess of $25,000,000 (the “Cap”), provided, however, that Parent can compel the Company to use its reasonable best efforts (and to cause the Company’s Subsidiaries to use their reasonable best efforts) to take any of the actions referred to take any action described in this sentence the definition of Burdensome Condition or (II) submit a declaration or agree to take such actions) with respect to notice as set forth in the assets, licenses, operations, rights, product lines, businesses or interests rules and regulations of the Company Foreign Investment Risk Review Modernization Act of 2018, as amended, or otherwise to be made with the Committee on Foreign Investment in the United States (“CFIUS”), and its Subsidiaries so long as (y) any costs and expenses incurred by a Covered Person in connection with the effectiveness of such action is contingent upon the consummation of the transactions actions contemplated by this Section ‎2(d) shall be deemed to be incurred by Windstream for purposes of the definition of “Transaction Expenses” in the Merger Agreement (and may be incurred, and paid by Windstream, to the extent permitted to be paid by Windstream pursuant to Section 7.05 of the Merger Agreement). (div) Each party shall (i) promptly notify the other parties of any substantive communication to that party from the FTC, the Antitrust Division, any State Attorney General or any other Governmental Authority regarding this Agreement or the transactions contemplated hereby and, subject to Applicable Law, permit the other parties to review, reasonably in advance, any written communication or presentation proposed to be submitted to any Governmental Authority with respect Notwithstanding anything to the foregoing and consider contrary set forth in good faith any comments such other may party may provide thereto; (ii) not agree to participate in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning any competition or antitrust matters in connection with this Agreement or the Merger Agreement, or any other Transaction Agreement, in the event that (A) CFIUS requests a declaration or filing by any Covered Person or its controlled Affiliates or (B) the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector, established pursuant to Executive Order 13913 (“Team Telecom” and together with CFIUS, the “Executive Branch Committees” and each an “Executive Branch Committee”), requests information during its review of applications filed with the Federal Communications Commission (“FCC”), and the other transactions contemplated hereby unless Minority Supporting Unitholders are unable to produce information requested from an Executive Branch Committee within twenty (20) business days of a request from an Executive Branch Committee (or such number of days reasonably necessary to satisfy any applicable deadline imposed by an Executive Branch Committee in each case it consults with the other parties in advance andits request) or following submission of such information, an Executive Branch Committee objects to the extent permitted by such Governmental Authority, gives involvement in New Uniti of the other parties the opportunity to attend and participate thereat; and (iii) furnish the other parties with copies of all filings and material correspondences and communications (and memoranda setting forth the substance thereof) between them and their Affiliates and their respective representatives, Minority Supporting Unitholders on the one handbasis of their right to appoint a board observer, and any Governmental Authority or members or their respective staffs, on then the other hand, Minority Supporting Unitholders shall (x) with respect to any Competition Laws in connection with this Agreement. The parties hereto will consult and cooperate with one another in connection with any analysesCFIUS, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under any Competition Law. Notwithstanding anything to the contrary in this Agreement, and without limiting or expanding the rights and obligations set forth in this Section 8.01, Parent shall have the irrevocably waive their right to direct all matters appoint a board observer if such waiver is required to obtain CFIUS clearance for the Merger or to eliminate the jurisdiction of CFIUS to review the Merger or (y) with any Governmental Authority consistent with its obligations hereunder; provided that Parent reasonably consults withrespect to Team Telecom, and considers in good faith, the input irrevocably waive their right to appoint a board observer if such waiver is required for Team Telecom to refrain from objecting to approval of the Company; providedFCC applications, further, that Parent shall not extend any waiting period under the HSR Act or under any other applicable Competition Law or enter into any agreement with the FTC or the Antitrust Division or any other Governmental Authority not including by filing a petition to consummate the transactions contemplated by this Agreement without the prior written consent of the Company, which, in the case of the extending any such waiting period, shall not be unreasonably withheldadopt conditions. (e) Parent shall pay and be responsible for all filing fees incurred in connection with the matters contemplated by this Section 8.01.

Regulatory Undertakings. From the date hereof until the Closing, each Covered Person agrees to take, and their respective controlled Affiliates shall take, all actions reasonably required to be undertaken by a Covered Person to (ai) Subject enable the Windstream Group to comply with their obligations under the provisions of Section 8.01 of the Merger Agreement with respect to the terms and conditions filings referred to in Section 8.01(b) of this the Merger Agreement (including, for the avoidance of doubt, any actions taken filing required by the Company permitted by ‎Section 6.02 or ‎Section 6.04Committee on Foreign Investment in the United States), the Company and Parent shall use including using their respective reasonable best efforts to take, or cause to be taken (including by causing their Affiliates to take), all actions (including instituting or defending any Proceeding), and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the transactions contemplated by this Agreement as soon as reasonably practicable (and in any event, at least five Business Days prior to the Outside Date), including (i) preparing and filing supply as promptly as practicable information and documentary materials relating to such Covered Person as may be reasonably practicable requested or required by Windstream and are available to such Covered Person to enable Windstream to comply with its obligations under Section 8.01 of the Merger Agreement; provided that (A) the Covered Persons may designate any nonpublic information that is competitively sensitive provided to any Governmental Authority as restricted to “outside counsel” only and any such information shall not be shared with employees, officers, managers or directors or their equivalents of the other third party all documentation to effect all necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applicationswithout such Covered Person’s approval, and other documents; (B) the Covered Persons shall not be required to supply information or materials to the extent doing so would violate any Applicable Law and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations, and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper, or advisable to consummate the transactions contemplated by this Agreement as soon as practicable (and in any event, at least five Business Days prior to the Outside Date). (b) In furtherance and not in limitation of the foregoing, each of the Company and Parent shall (and Parent shall cause its Affiliates toA) make (i) an appropriate filing filings of a Notification and Report Form Forms pursuant to the HSR Act with respect to the Transactions and the transactions contemplated hereby by the Pre-Closing Windstream Reorganization Transactions with the United States Federal Trade Commission (the “FTC”) FTC and the Antitrust Division Division, in each case as such Persons are required to make under Applicable Law to consummate such transactions and (B) with respect to each such filing, take all actions that Windstream would be required to take in connection with such filings, had it made such filings, pursuant to Section 8.01 of the United States Department of Justice Merger Agreement; provided that (the “Antitrust Division”x) as promptly as reasonably practicable and in any event within 10 Business Days after the date hereof (unless the revised rules governing the form and information required in such filings under the HSR Act, published in the Federal Register on November 12, 2024, are in effect at the time such a filing would have to be made, in which case the Notification and Report Form pursuant if an objection is asserted with respect to the HSR Act shall be filed as promptly as reasonably practicable)Transactions, and such filings shall request early termination of or if any applicable waiting period under the HSR Act, and Governmental Authority requests any action (ii) any other required filings pursuant than requests to applicable Competition Laws as promptly as practicable after the date hereof. To facilitate these filings, each of the Company and Parent shall (and Parent shall cause its Affiliates to) furnish to the other party as promptly as practicable all provide information within its (or its Affiliates’) control requested by such other party and required for such other party to make any application participate in meetings or other filing to be made by it pursuant to any Applicable Law discussions in connection with the transactions contemplated by filings referred to above), nothing in this Agreement. Each Section ‎2(e) shall require any Covered Person or any of Parent its Affiliates, other than the Windstream Group and the Company shall respond as promptly as practicable its respective Subsidiaries (including, upon formation, HoldCo and Merger Sub), to propose, negotiate or commit to, accept or otherwise agree to any inquiries received from the FTC obligation, requirement, condition, or the Antitrust Division or any other Governmental Authority for additional information or documentary material that may be requested pursuant to the HSR Act or any other applicable Competition Laws and shall use reasonable best efforts to promptly take all other actions necessary, proper or advisable to cause the expiration or termination limitation of the applicable waiting periods under the HSR Act and, if applicable, any other Competition Laws as promptly as practicable. (c) If any objections are asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement under the HSR Act, (other than providing information or any other applicable Competition Law, participating in meetings or any other Applicable Law, or if any Proceeding is instituted or threatened by any Governmental Authority challenging any of the transactions contemplated by this Agreement, Parent and the Company shall take, or cause to be taken (including by causing their Affiliates to take), all actions necessary to resolve such objections or Proceedings as promptly as practicable and obtain any needed authorization, consent or approval of a Governmental Authority or avoid or eliminate any impediments under the HSR Act, any such other Competition Law, or other Applicable Law. Without limiting the foregoing, discussions in connection with the filings referred to above) that would apply to any such objection Covered Person or Proceeding (including solely for the purposes of clause (G) of this Subsection 8.01(c), any Proceeding instituted or threatened by a Third Party), Parent shall, and shall cause its Subsidiaries and Affiliates to, (i) take any such actions as may be necessary to obtain any authorization, consent or approval of a Governmental Authority or to avoid or eliminate any impediments under the HSR Act, any such other Competition Law, or other Applicable Law so as to enable the consummation of the transactions hereby to occur no later than 5 Business Days prior to the Outside Date, including (A) agreeing to hold separate, sell, license, divest or otherwise dispose of any of the businesses or properties or assets of Parentits Affiliates, the Company or any of their respective Affiliatesportfolio operating companies, other than the Windstream Group and its respective Subsidiaries (B) terminatingincluding, amending or assigning any existing relationships upon formation, HoldCo and contractual rights and obligations, (C) terminating any venture or other arrangement, (D) granting any right or commercial or other accommodation to, or entering into any contractual or other commercial relationship with, any Third Party, (E) imposing limitations on Parent, Merger Sub, the Company or any of their respective Affiliates with respect to how they own, retain, conduct or operate all or any portion of their respective businesses or assets, (F) effectuating any other change to, or restructuring of, Parent, the Company or any of their respective Affiliates, and (G) opposing (1) any administrative or judicial Proceeding that is initiated or threatened to be initiated 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 Authority vacated or reversed) and (2) any request for, the entry of, and seek to have vacated or terminated, any Order that could reasonably be expected to restrain, prevent or materially delay the consummation of the transactions contemplated hereby, including in the case of either (1) or ‎(2), by defending through litigation any Proceeding brought by any Person in any court or before any Governmental Authority, and pursuing all available avenues of administrative and judicial appeal, in each case, as may be required (x) by the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under the HSR Act, any such other Competition Law, or any other Applicable Law or (y) by any domestic or foreign court or other tribunal in any Proceeding challenging such transactions as violative of any Competition Law or any other Applicable Laws, in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any Order that has the effect of restricting, preventing or prohibiting the consummation of the transactions contemplated by this Agreement and (ii) not take any action (including entering into or consummating any contracts or arrangements for an acquisition, however structured, of any ownership interest, assets or rights in any Person) if such action would (A) reasonably be expected to make it materially more likely that there would arise any impediments under any Competition Law or any other Applicable Laws that may be asserted by any Governmental Authority to the consummation of the Merger and the other transactions contemplated hereby as promptly as practicable or (B) impose any material delay in the expiration of any waiting period or obtaining of any approval from any Governmental Authority applicable to the transactions contemplated by this Agreement (the actions set forth in clauses ‎(A) through (F) of this Section 8.01(c)(i) referred to collectively as, “Regulatory Actions”); provided, however, that nothing in this Section 8.01(c) shall require Parent or its Subsidiaries to (and, except as otherwise permitted by Section 6.01, the Company and its Subsidiaries shall notincluding, without Parent’s prior written consent) agree to or take any Regulatory Action with respect to any assetslimitation, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or the Surviving Corporation (or any of their respective Affiliates), that generated in the aggregate EBITDA during the fiscal year ended December 31, 2024 in excess of $25,000,000 (the “Cap”), provided, however, that Parent can compel the Company to use its reasonable best efforts (and to cause the Company’s Subsidiaries to use their reasonable best efforts) to take any of the actions referred to take any action described in this sentence the definition of Burdensome Condition, and (or agree to take such actionsy) any costs and expenses incurred by a Covered Person in connection with respect to the assets, licenses, operations, rights, product lines, businesses or interests of the Company and its Subsidiaries so long as the effectiveness of such action is contingent upon the consummation of the transactions actions contemplated by this Agreement. (dSection ‎2(e) Each party shall (i) promptly notify the other parties of any substantive communication to that party from the FTC, the Antitrust Division, any State Attorney General or any other Governmental Authority regarding this Agreement or the transactions contemplated hereby and, subject to Applicable Law, permit the other parties to review, reasonably in advance, any written communication or presentation proposed be deemed to be submitted to any Governmental Authority with respect to incurred by Windstream for purposes of the foregoing and consider definition of “Transaction Expenses” in good faith any comments such other may party may provide thereto; (ii) not agree to participate in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning any competition or antitrust matters in connection with this Agreement or the Merger Agreement (and the other transactions contemplated hereby unless in each case it consults with the other parties in advance andmay be incurred, and paid by Windstream, to the extent permitted to be paid by such Governmental Authority, gives the other parties the opportunity Windstream pursuant to attend and participate thereat; and (iii) furnish the other parties with copies of all filings and material correspondences and communications (and memoranda setting forth the substance thereof) between them and their Affiliates and their respective representatives, on the one hand, and any Governmental Authority or members or their respective staffs, on the other hand, with respect to any Competition Laws in connection with this Agreement. The parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under any Competition Law. Notwithstanding anything to the contrary in this Agreement, and without limiting or expanding the rights and obligations set forth in this Section 8.01, Parent shall have the right to direct all matters with any Governmental Authority consistent with its obligations hereunder; provided that Parent reasonably consults with, and considers in good faith, the input 7.05 of the Company; provided, further, that Parent shall not extend any waiting period under the HSR Act or under any other applicable Competition Law or enter into any agreement with the FTC or the Antitrust Division or any other Governmental Authority not to consummate the transactions contemplated by this Agreement without the prior written consent of the Company, which, in the case of the extending any such waiting period, shall not be unreasonably withheldMerger Agreement). (e) Parent shall pay and be responsible for all filing fees incurred in connection with the matters contemplated by this Section 8.01.

Regulatory Undertakings. (a) Subject to the terms and conditions of this Agreement (including, for the avoidance of doubt, any actions taken by the Company permitted by ‎Section ‎‎Section 6.02 or ‎Section ‎‎Section 6.04), the Company and Parent shall use reasonable best efforts to take, or cause to be taken (including by causing their Affiliates to take), all actions (including instituting or defending any Proceeding), and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the transactions contemplated by this Agreement as soon as reasonably practicable (and in any event, at least five Business Days prior to the Outside End Date), including (i) preparing and filing as promptly as reasonably practicable with any Governmental Authority or other third party all documentation to effect all necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applications, applications and other documents; documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper, proper or advisable to consummate the transactions contemplated by this Agreement as soon as practicable (and in any event, at least five Business Days prior to the Outside End Date). (b) In furtherance and not in limitation of the foregoing, each of the Company and Parent shall (and Parent shall cause its Affiliates to) make (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) as promptly as reasonably practicable and in any event within 10 Business Days after the date hereof (unless the revised rules governing the form and information required in such filings under the HSR Actor, published in the Federal Register on November 12if earlier, January 2, 2024, are in effect at the time such a filing would have to be made, in which case the Notification and Report Form pursuant to the HSR Act shall be filed as promptly as reasonably practicable), ) (and such filings shall request early termination of any applicable waiting period under the HSR Act), and (ii) any other required filings pursuant to applicable Competition Laws as promptly as practicable after the date hereof. To facilitate these filings, each of the Company and Parent shall (and Parent shall cause its Affiliates to) furnish to the other party as promptly as practicable all information within its (or its Affiliates’) control requested by such other party and required for such other party to make any application or other filing to be made by it pursuant to any Applicable Law in connection with the transactions contemplated by this Agreement. Each of Parent and the Company shall respond as promptly as practicable to any inquiries received from the FTC or the Antitrust Division or any other Governmental Authority for additional information or documentary material that may be requested pursuant to the HSR Act or any other applicable Competition Laws and shall use reasonable best efforts to promptly take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and, if applicable, any other applicable Competition Laws as promptly as practicable. (c) If any objections are asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement under the HSR Act, Act or any other applicable Competition Law, or any other Applicable Law, or if any Proceeding is instituted or threatened by any Governmental Authority or Third Party challenging any of the transactions contemplated by this Agreement, Parent and the Company shall take, or cause to be taken (including by causing their Affiliates to take), all actions reasonably necessary to resolve such objections or Proceedings as promptly as practicable and obtain any needed authorization, consent or approval of a Governmental Authority or avoid or eliminate any impediments under the HSR Act, any such other Competition Law, or other Applicable Lawpracticable. Without limiting the foregoing, in connection with any such objection or Proceeding (including solely for the purposes of clause (G) of this Subsection 8.01(c), any Proceeding instituted or threatened by a Third Party)Proceeding, Parent shall, and shall cause its Subsidiaries and Affiliates to, (i) take any such actions as may be reasonably necessary to obtain any authorization, consent or approval of a Governmental Authority or to avoid or eliminate any impediments under the HSR Act, Act or any such other Competition Law, or other Applicable Law so as to enable the consummation of the transactions hereby to occur no later than 5 Business Days prior to the Outside End Date, including (Ai) agreeing to hold separate, sell, license, divest or otherwise dispose of any of the businesses or properties or assets of Parent, the Company or any of their its respective Affiliates, (Bii) terminating, amending or assigning any existing relationships and contractual rights and obligations, (Ciii) terminating any venture or other arrangement, (Div) granting any right or commercial or other accommodation to, or entering into any contractual or other commercial relationship with, any Third Party, (Ev) imposing limitations on Parent, Merger Sub, the Company or any of their respective Affiliates with respect to how they own, retain, conduct or operate all or any portion of their respective businesses or assets, (Fvi) effectuating any other change to, or restructuring of, Parent, the Company or any of their respective Affiliates, and (Gvii) opposing (1A) any administrative or judicial Proceeding that is initiated or threatened to be initiated 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 Authority vacated or reversed) and (2B) any request for, the entry of, and seek to have vacated or terminated, any Order order that could reasonably be expected to restrain, prevent or materially delay the consummation of the transactions contemplated hereby, including in the case of either (1) or ‎(2), by defending through litigation any Proceeding brought by any Person in any court or before any Governmental Authority, and pursuing all available avenues of administrative and judicial appeal, in each case, as may be required (x) by the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under the HSR Act, any such other Competition Law, or any other Applicable Law or (y) by any domestic or foreign court or other tribunal in any Proceeding challenging such transactions as violative of any Competition Law or any other Applicable Laws, in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any Order that has the effect of restricting, preventing or prohibiting the consummation of the transactions contemplated by this Agreement and (ii) not take any action (including entering into or consummating any contracts or arrangements for an acquisition, however structured, of any ownership interest, assets or rights in any Person) if such action would (A) reasonably be expected to make it materially more likely that there would arise any impediments under any Competition Law or any other Applicable Laws that may be asserted by any Governmental Authority to the consummation of the Merger and the other transactions contemplated hereby as promptly as practicable or (B) impose any material delay in the expiration of any waiting period or obtaining of any approval from any Governmental Authority applicable to the transactions contemplated by this Agreement (the actions set forth in clauses ‎(A) through (F) of this Section 8.01(c)(i) referred to collectively as, “Regulatory Actions”); provided, however, that nothing in this Section 8.01(c) shall require Parent or its Subsidiaries to (and, except as otherwise permitted by Section 6.01, the Company and its Subsidiaries shall not, without Parent’s prior written consent) agree to or take any Regulatory Action with respect to any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or the Surviving Corporation (or any of their respective Affiliates), that generated in the aggregate EBITDA during the fiscal year ended December 31, 2024 in excess of $25,000,000 (the “Cap”), provided, however, that Parent can compel the Company to use its reasonable best efforts (and to cause the Company’s Subsidiaries to use their reasonable best efforts) to take any of the actions referred to in this sentence (or agree to take such actions) with respect to the assets, licenses, operations, rights, product lines, businesses or interests of the Company and its Subsidiaries so long as the effectiveness of such action is contingent upon the consummation of the transactions contemplated by this Agreement. (d) Each party shall (i) promptly notify the other parties of any substantive communication to that party from the FTC, the Antitrust Division, any State Attorney General or any other Governmental Authority regarding this Agreement or the transactions contemplated hereby and, subject to Applicable Law, permit the other parties to review, reasonably in advance, any written communication or presentation proposed to be submitted to any Governmental Authority with respect to the foregoing and consider in good faith any comments such other may party may provide thereto; (ii) not agree to participate in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning any competition or antitrust matters in connection with this Agreement or the Merger and the other transactions contemplated hereby unless in each case it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate thereat; and (iii) furnish the other parties with copies of all filings and material correspondences and communications (and memoranda setting forth the substance thereof) between them and their Affiliates and their respective representatives, on the one hand, and any Governmental Authority or members or their respective staffs, on the other hand, with respect to any Competition Laws in connection with this Agreement. The parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under any Competition Law. Notwithstanding anything to the contrary in this Agreement, and without limiting or expanding the rights and obligations set forth in this Section 8.01, Parent shall have the right to direct all matters with any Governmental Authority consistent with its obligations hereunder; provided that Parent reasonably consults with, and considers in good faith, the input of the Company; provided, further, that Parent shall not extend any waiting period under the HSR Act or under any other applicable Competition Law or enter into any agreement with the FTC or the Antitrust Division or any other Governmental Authority not to consummate the transactions contemplated by this Agreement without the prior written consent of the Company, which, in the case of the extending any such waiting period, shall not be unreasonably withheld. (e) Parent shall pay and be responsible for all filing fees incurred in connection with the matters contemplated by this Section 8.01.including

Regulatory Undertakings. (a) Subject to the terms and conditions of this Agreement (including, for the avoidance of doubt, any actions taken by the Company permitted by ‎Section 6.02 or ‎Section 6.04)Agreement, the Company and Parent shall use their reasonable best efforts to take, or cause to be taken (including by causing their Subsidiaries and Affiliates to take), all actions (including instituting or defending any Proceeding), and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the transactions contemplated by this Agreement as soon as reasonably practicable possible (and in any event, at least five Business Days event prior to the Outside End Date), including (i) preparing and filing filing, and causing any applicable controlling Affiliates to prepare and file, as promptly as reasonably practicable with any Governmental Authority or other third party all documentation to effect all necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applications, applications and other documents; documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations, expirations of waiting periods, and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper, proper or advisable to consummate the transactions contemplated by this Agreement; provided that the foregoing shall not require Parent to cause its Affiliates to agree to or make any Regulatory Concession or any similar concession except as expressly provided in the next sentence. The parties hereto understand and agree that the obligations of Parent under this ‎Section 8.01 include taking, and causing its Subsidiaries to take, all actions necessary or appropriate to avoid or eliminate each and every impediment under any Applicable Law (including Competition Law and other Applicable Law with respect to the Required Statutory Approvals) so as to enable the consummation of the transactions contemplated by this Agreement to occur as soon as practicable reasonably possible (and in any event, at least five Business Days event prior to the Outside End Date), including: (A) entering into any settlement, undertaking, consent decree, stipulation or agreement with or required by any Governmental Authority in connection with the transactions contemplated hereby; (B) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of businesses, product lines or assets of Parent or those of the Company or its Subsidiaries; (C) terminating existing relationships, contractual rights or obligations of Parent or its Subsidiaries (including those of the Company and its Subsidiaries after the Closing); (D) otherwise taking or committing to take actions that after the Closing would limit Parent’s or its Subsidiaries (including, after the Closing, the Company’s or its Subsidiaries’) freedom of action with respect to, or its ability to retain or exercise rights of ownership or control with respect to, one or more of the businesses, product lines or assets of Parent or its Subsidiaries (including, after the Closing, the Company or its Subsidiaries) (each of the foregoing described in any of Section 8.01(a), clauses (A) through ‎(D), a “Regulatory Concession”); (E) defending any action, suit or proceeding (including by appeal if necessary) that challenges any of the transactions contemplated by this Agreement or any other agreements entered into in connection herewith or which would otherwise prohibit, materially delay or materially impair the consummation of the transactions contemplated by this Agreement or any other agreements entered into in connection herewith, in each case, by a Governmental Authority; and (F) seeking to have lifted, vacated or reversed any stay, injunction, temporary restraining order or other restraint entered by any Governmental Authority with respect to this Agreement or the transactions contemplated hereby. If requested by Parent, the Company and its Subsidiaries shall agree to any Regulatory Concession; provided that none of the Company or the Company’s Subsidiaries shall be required to agree to any Regulatory Concession that is not conditioned upon consummation of the transactions contemplated by this Agreement. Notwithstanding the foregoing, no portfolio company (as such term is commonly understood in the private equity industry) of Parent or its Affiliates shall be required to (and Parent shall not be required to cause any such portfolio company to) make or agree to any Regulatory Concession. (b) In furtherance and not in limitation of the foregoing, each of Parent and the Company and Parent shall (and Parent shall make or cause its Affiliates to) make (i) to be made an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) as promptly as reasonably practicable and in any event within 10 fifteen (15) Business Days after the date hereof (unless the revised rules governing the form and information required in such filings under the HSR Act, published in the Federal Register on November 12, 2024, are in effect at the time such a filing would have to be made, in which case the Notification and Report Form pursuant to the HSR Act shall be filed as promptly as reasonably practicable), and such filings shall request early termination of any applicable waiting period under the HSR Act, and (ii) any other required filings pursuant to applicable Competition Laws as promptly as practicable after the date hereof. To facilitate these filings, each of the Company and Parent shall (and Parent shall cause its Affiliates to) furnish to the other party as promptly as practicable all information within its (or its Affiliates’) control requested by such other party and required for such other party to make any application or other filing to be made by it pursuant to any Applicable Law in connection with the transactions contemplated by this Agreement. Each of Parent and the Company shall respond make an appropriate response as promptly as practicable to any inquiries received from the FTC or the Antitrust Division or any other Governmental Authority for additional information or and documentary material that may be requested pursuant to the HSR Act or any other applicable Competition Laws and shall to use their reasonable best efforts to promptly take all other actions necessary, proper or advisable necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and, if applicable, any other Competition Laws as promptly soon as practicable. (c) If any objections are asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement under the HSR Act, or any other applicable Competition Law, or any other Applicable Law, or if any Proceeding is instituted or threatened by any Governmental Authority challenging any of the transactions contemplated by this Agreement, Parent and the Company shall take, or cause to be taken (including by causing their Affiliates to take), all actions necessary to resolve such objections or Proceedings as promptly as practicable and obtain any needed authorization, consent or approval of a Governmental Authority or avoid or eliminate any impediments under the HSR Act, any such other Competition Law, or other Applicable Law. Without limiting the foregoing, in connection with any such objection or Proceeding (including solely for the purposes of clause (G) of this Subsection 8.01(c), any Proceeding instituted or threatened by a Third Party), Parent shall, and shall cause its Subsidiaries and Affiliates to, (i) take any such actions as may be necessary to obtain any authorization, consent or approval of a Governmental Authority or to avoid or eliminate any impediments under the HSR Act, any such other Competition Law, or other Applicable Law so as to enable the consummation of the transactions hereby to occur no later than 5 Business Days prior to the Outside Date, including (A) agreeing to hold separate, sell, license, divest or otherwise dispose of any of the businesses or properties or assets of Parent, the Company or any of their respective Affiliates, (B) terminating, amending or assigning any existing relationships and contractual rights and obligations, (C) terminating any venture or other arrangement, (D) granting any right or commercial or other accommodation to, or entering into any contractual or other commercial relationship with, any Third Party, (E) imposing limitations on Parent, Merger Sub, the Company or any of their respective Affiliates with respect to how they own, retain, conduct or operate all or any portion of their respective businesses or assets, (F) effectuating any other change to, or restructuring of, Parent, the Company or any of their respective Affiliates, and (G) opposing (1) any administrative or judicial Proceeding that is initiated or threatened to be initiated 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 Authority vacated or reversed) and (2) any request for, the entry of, and seek to have vacated or terminated, any Order that could reasonably be expected to restrain, prevent or materially delay the consummation of the transactions contemplated hereby, including in the case of either (1) or ‎(2), by defending through litigation any Proceeding brought by any Person in any court or before any Governmental Authority, and pursuing all available avenues of administrative and judicial appeal, in each case, as may be required (x) by the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under the HSR Act, any such other Competition Law, or any other Applicable Law or (y) by any domestic or foreign court or other tribunal in any Proceeding challenging such transactions as violative of any Competition Law or any other Applicable Laws, in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any Order that has the effect of restricting, preventing or prohibiting the consummation of the transactions contemplated by this Agreement and (ii) not take any action (including entering into or consummating any contracts or arrangements for an acquisition, however structured, of any ownership interest, assets or rights in any Person) if such action would (A) reasonably be expected to make it materially more likely that there would arise any impediments under any Competition Law or any other Applicable Laws that may be asserted by any Governmental Authority to the consummation of the Merger and the other transactions contemplated hereby as promptly as practicable or (B) impose any material delay in the expiration of any waiting period or obtaining of any approval from any Governmental Authority applicable to the transactions contemplated by this Agreement (the actions set forth in clauses ‎(A) through (F) of this Section 8.01(c)(i) referred to collectively as, “Regulatory Actions”); provided, however, that nothing in this Section 8.01(c) shall require Parent or its Subsidiaries to (and, except as otherwise permitted by Section 6.01, the Company and its Subsidiaries shall not, without Parent’s prior written consent) agree to or take any Regulatory Action with respect to any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or the Surviving Corporation (or any of their respective Affiliates), that generated in the aggregate EBITDA during the fiscal year ended December 31, 2024 in excess of $25,000,000 (the “Cap”), provided, however, that Parent can compel the Company to use its reasonable best efforts (and to cause the Company’s Subsidiaries to use their reasonable best efforts) to take any of the actions referred to in this sentence (or agree to take such actions) with respect to the assets, licenses, operations, rights, product lines, businesses or interests of the Company and its Subsidiaries so long as the effectiveness of such action is contingent upon the consummation of the transactions contemplated by this Agreement. (d) Each party hereto shall (i) promptly notify the other parties of any substantive communication to that party from the FTCany Governmental Authority, the Antitrust Division, any State Attorney General or any other Governmental Authority regarding this Agreement or the transactions contemplated hereby and, subject to Applicable Law, permit the other parties to review, reasonably review and discuss in advance, any written communication or presentation proposed to be submitted to any Governmental Authority with respect to the foregoing and consider in good faith the views of the other party in connection with, any comments such other may party may provide thereto; proposed substantive written communication to any Governmental Authority, (ii) promptly furnish the other parties with copies of all substantive correspondence, filings and substantive written communications between it and its Representatives, on the one hand, and such Governmental Authority, on the other hand, with respect to this Agreement and the transactions contemplated hereby, (iii) not agree to participate in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning any competition or antitrust matters in connection with this Agreement or the Merger and the other transactions contemplated hereby unless in each case it reasonably consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the a reasonable opportunity to attend and participate thereat; thereat and (iiiiv) furnish the other parties with copies of all filings substantive correspondence, filings, and material correspondences and substantive communications (and memoranda setting forth the substance thereof) between them and their Affiliates and their respective representatives, Representatives on the one hand, and any Governmental Authority or members or their respective staffs, staffs on the other hand, with respect to any Competition Laws competition or antitrust matters in connection with this Agreement. The parties hereto will consult and cooperate with one another Any materials exchanged in connection with this ‎Section 8.01 may be redacted or withheld as necessary to address reasonable privilege or confidentiality concerns, and to remove references concerning valuation or other competitively sensitive material, and the parties may, as they deem advisable and necessary, designate any analysesmaterials provided to the other under this ‎Section 8.01 as “outside counsel only.” (c) Notwithstanding anything in this Agreement to the contrary, appearancesParent shall, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of the parties, control and lead all communications, timing, and strategy for dealing with any party hereto relating Governmental Authority with respect to proceedings seeking actions, consents, approvals, waivers, or expirations of waiting periods under the HSR Act; provided that Parent shall coordinate and consult with the Company with respect to aspects of strategy and substantive communications regarding such matters, including any litigation under any Competition Law. Notwithstanding anything to the contrary in this Agreement, and without limiting or expanding the rights and obligations set forth in this Section 8.01, Parent shall have the right to direct all matters with any Governmental Authority consistent with its obligations hereunder; provided that Parent reasonably consults with, and considers in good faith, the input of the Company; provided, further, that that, subject to compliance with the terms of this ‎Section 8.01, Parent shall be entitled to make the final determination as to the appropriate course of action with respect to such matters. (d) Parent shall provide, as promptly as practicable, the Company, the Transferred Broker-Dealer, their counsel or FINRA, as applicable, with such information and documentation pertaining to Parent and its Affiliates as are reasonably requested in order to prepare the FINRA Application and the State BD Notices or to obtain FINRA Approval or notice of approval or non-objection in respect of the State BD Notices. The Company shall cause the Transferred Broker-Dealer to prepare and file (i) the FINRA Application and (ii) the State BD Notices, as promptly as practicable, and in any event within five (5) Business Days after the date upon which Parent shall have provided the Company, the Transferred Broker-Dealer or their counsel, as applicable, with such information and documentation pertaining to Parent and its Affiliates as are reasonably requested in order to prepare such filings. The Company shall use its reasonable best efforts, and Parent shall reasonably cooperate with the Company, to obtain the FINRA Approval, including by requesting that FINRA consider such application for its “fast track” review process. (e) In furtherance and not in limitation of ‎Section 8.01(a), each of Parent and the Company shall make or cause to be made all filings, certificates and notices, as applicable, with (i) the Arizona Department of Insurance and Financial Institutions, and (ii) any other banking or regulatory Governmental Authority listed on ‎Section 4.03 of the Company Disclosure Schedule and, in each case, use reasonable best efforts to obtain the approval, exemption or waiver, as applicable, of such applications, filings and notices. (f) In connection with any filing made pursuant to Sections ‎8.01(a), ‎8.01(b), ‎8.01(c), ‎8.01(d) or ‎8.01(e), Parent and the Company shall (i) furnish to the other Party such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of any such filing or submission, (ii) subject to Applicable Laws, provide the other Party with a draft of any filing or submission and a reasonable opportunity to review such draft before making or causing to be made such filing or submission (in each case excluding any portions thereof that contain confidential information), and incorporate the other Party’s reasonable comments into such filing or submission (and, with respect to the FINRA Application, the Company shall not permit the Transferred Broker-Dealer to file an unapproved FINRA Application), (iii) not extend any applicable waiting period under the HSR Act or under any other applicable Competition Law review periods or enter into any agreement with the FTC or the Antitrust Division or any other a Governmental Authority to delay or not to consummate the transactions contemplated by this Agreement without hereby to be consummated on the Closing Date, except with the prior written consent of the Companyother Party, which(iv) not have any substantive contact with any Governmental Authority in respect of any such filing or proceeding unless they have engaged in prior consultation with the other Party and, in to the case extent permitted by such Governmental Authority, given the other Party a reasonable opportunity to participate, (v) with respect to the FINRA Application, except with the prior written consent of the extending other Party, permit the Transferred Broker-Dealer to agree to any such waiting periodmaterial restriction or condition imposed by FINRA in connection with FINRA Approval, shall and (vi) keep each other apprised of the status of any substantive communications with, and any inquiries or requests for additional information from, any Governmental Authority. Notwithstanding any other provision of this Agreement, the Parties will not be unreasonably withheldmake disclosures or take other action pursuant to this Agreement that would involve or require the disclosure of confidential supervisory information to the extent prohibited by Applicable Law. (eg) Anything to the contrary in this Agreement notwithstanding, nothing herein shall obligate or be construed to obligate or permit Parent, the Company or any of their respective Affiliates to make, or to cause to be made, any payment to any Third Party in order to obtain the consent or approval of such Third Party under any Material Contract. (h) Subject to the terms and conditions of this Agreement, the Company shall cause the Majority Stockholder to make or cause to be made (i) an appropriate filing of a 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 fifteen (15) Business Days after the date hereof, (ii) an appropriate filing or report of the Merger with the China Securities Regulatory Commission of the People’s Republic of China (the “PRC”) as soon as practicable after the date hereof and (iii) an appropriate submission of the application for approval with respect to the Merger with the Department of Finance of Jiangsu Province of the PRC (collectively, (i)-(iii), the “Majority Stockholder Regulatory Filings”) as soon as practicable after the date hereof, and the Company shall cause the Majority Stockholder to, as promptly as reasonably practicable, supply to the Company and Parent any information that may be reasonably required to enable the Company and Parent (x) to prepare the Majority Stockholder Regulatory Filings or (y) respond to any inquiries received from any Governmental Authority for additional information and documentary material that may be requested with respect to such Majority Stockholder Regulatory Filings. (i) Parent shall pay and the HSR filing fee. Subject to ‎Section 11.04(f) hereof, the Company shall be responsible for all filing fees costs and expenses incurred by the Company or any of its Subsidiaries in connection with obtaining the matters contemplated by Required Statutory Approvals (the “Regulatory Costs”). (j) Anything to the contrary in this ‎Section 8.01 notwithstanding, this Section shall not apply with respect to the consents of the Persons described in ‎Section 8.02, which consents shall be governed by such Section. (k) This ‎Section 8.01 (and not any other provision of this Agreement) sets forth the Parties’ sole obligations with respect to the subject matter of this ‎Section 8.01.

Regulatory Undertakings. (a) Subject to the terms and conditions of this Agreement (includingAgreement, for the avoidance of doubt, any actions taken by the Company permitted by ‎Section 6.02 or ‎Section 6.04), the Company and Parent each Party shall use its commercially reasonable best efforts to take, or and cause to be taken (including by causing their Affiliates to take)taken, all actions (including instituting or defending any Proceeding)and do, and to do, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary, proper or advisable under Applicable Law in order to consummate consummate, as promptly as practicable after the date hereof, the transactions contemplated by this Agreement as soon as reasonably practicable (and in any event, at least five Business Days prior to the Outside Date)Agreement, including (i) preparing and filing as promptly as reasonably practicable after the date hereof with any Governmental Authority Entity or other third party all documentation to effect all necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applications, applications and other documents; documents and (ii) obtaining and maintaining all approvals, consents, waivers, clearances, registrations, permits, authorizations, authorizations and other confirmations required to be obtained from any Governmental Authority Entity or other third party that are necessary, proper, proper or advisable to consummate the transactions contemplated by this Agreement Agreement, including the consents identified on Schedule 5.2(a); provided that this Section 5.2(a) shall not require any Party to make any payment (other than Ordinary Course payments required to be made under an existing Contract) or concession to any Governmental Entity or other third party except as soon as practicable expressly contemplated by the other provisions of this Agreement. The Buyers shall be responsible for and pay one hundred percent (and in 100%) of the filing fees associated with any eventof the notifications, at least five Business Days prior consents, approvals or filings with Governmental Entities pursuant to the Outside Datethis Section 5.2(a). (b) In furtherance and not in limitation of the foregoing, each of the Buyers and the Company and Parent their respective Affiliates shall (and Parent shall cause its Affiliates to) make (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby by this Agreement with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) as promptly as reasonably practicable after the date hereof and in any event within 10 ten (10) Business Days after the date hereof (unless the revised rules governing the form and information required in such filings under the HSR Act, published in the Federal Register on November 12, 2024, are in effect at the time such a filing would have to be made, in which case the Notification and Report Form pursuant to the HSR Act hereof. The Buyers shall be filed as promptly as reasonably practicable), responsible for and such filings shall request early termination of any applicable waiting period under the HSR Act, and pay one hundred percent (ii100%) any other required filings pursuant to applicable Competition Laws as promptly as practicable after the date hereof. To facilitate these filings, each of the Company and Parent shall (and Parent shall cause its Affiliates to) furnish to the other party as promptly as practicable all information within its (or its Affiliates’) control requested by filing fees associated with such other party and required for such other party to make any application or other filing to be made by it pursuant to any Applicable Law in connection with the transactions contemplated by this Agreementfiling. Each of Parent the Buyers and the Company shall (i) respond as promptly as practicable to any inquiries received from the FTC or the Antitrust Division or any other Governmental Authority for additional information or documentary material that may be requested pursuant documentation and to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust, competition, trade regulation or similar matters, and (ii) not extend any waiting period under the HSR Act or enter into any other applicable Competition Laws and shall use reasonable best efforts agreement with the FTC or the Antitrust Division not to promptly take all other actions necessaryconsummate the transactions contemplated by this Agreement, proper or advisable to cause except with the expiration or termination prior written consent of the applicable waiting periods under the HSR Act and, if applicable, any other Competition Laws as promptly as practicableParty. (c) If Subject to the last two sentences of this Section 5.2(c), the Buyers agree to, and agree to cause their Affiliates and representatives to, use their reasonable best efforts and to take promptly any objections are and all steps and actions necessary to avoid or eliminate each and every impediment that may be asserted by any Governmental Authority Entity or any other Person with respect to the transactions contemplated by this Agreement under the HSR Act, or any other applicable Competition Law, or any other Applicable Law, or if any Proceeding is instituted or threatened by any Governmental Authority challenging any of the transactions contemplated by this Agreement, Parent and the Company shall take, or cause to be taken (including by causing their Affiliates to take), all actions necessary to resolve such objections or Proceedings as promptly as practicable and obtain any needed authorization, consent or approval of a Governmental Authority or avoid or eliminate any impediments under the HSR Act, any such other Competition Law, or other Applicable Law. Without limiting the foregoing, in connection with any such objection or Proceeding (including solely for the purposes of clause (G) of this Subsection 8.01(c), any Proceeding instituted or threatened by a Third Party), Parent shall, and shall cause its Subsidiaries and Affiliates to, (i) take any such actions as may be necessary to obtain any authorization, consent or approval of a Governmental Authority or to avoid or eliminate any impediments under the HSR Act, any such other Competition Law, or other Applicable Law so as to enable the consummation of the transactions hereby Closing to occur no later than 5 Business Days expeditiously, but in any event prior to the Outside Date, including including, as applicable, (i) providing information to such Persons and (ii) proposing, negotiating, committing to or effecting, by consent decree, hold separate order or otherwise, (A) agreeing to hold separatethe sale, selldivesture or disposition of, licenseor holding separate (through the establishment of a trust or otherwise), divest or otherwise dispose such of any their and their Affiliates’ assets, properties and businesses and of the assets, properties and businesses or properties or assets of Parent, the Company or any of their respective AffiliatesGroup Companies, (B) terminatingthe termination, amending modification or assigning any extension of existing relationships and contractual rights and obligationsobligations of them, their Affiliates or the Group Companies, (C) terminating any venture the establishment or other arrangementcreation of relationships and contractual rights and obligations of them, their Affiliates or the Group Companies, (D) granting the termination of any right or commercial relevant venture or other accommodation to, or entering into any contractual or other commercial relationship with, any Third Party, arrangement and (E) imposing limitations on Parent, Merger Sub, the Company or any of their respective Affiliates with respect to how they own, retain, conduct or operate all or any portion of their respective businesses or assets, (F) effectuating any other change to, or restructuring ofof the Buyers, Parent, the Company or any of their respective Affiliates, and (G) opposing (1) any administrative or judicial Proceeding that is initiated or threatened to be initiated challenging this Agreement Affiliates 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 Authority vacated or reversed) and (2) any request for, the entry of, and seek to have vacated or terminated, any Order that could reasonably be expected to restrain, prevent or materially delay the consummation of the transactions contemplated hereby, including in the case of either (1) or ‎(2), by defending through litigation any Proceeding brought by any Person in any court or before any Governmental Authority, and pursuing all available avenues of administrative and judicial appealGroup Companies, in each case, as may be required (x) by the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under the HSR Act, any such other Competition Law, or any other Applicable Law or (y) by any domestic or foreign court or other tribunal in any Proceeding challenging such transactions as violative of any Competition Law or any other Applicable Laws, be taken in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal dissolution of, any Order that has decree, order, judgment, injunction, temporary restraining order or other order in any litigation, which would otherwise have the effect of restricting, materially delaying or preventing or prohibiting the consummation of the transactions contemplated by this Agreement and (ii) not take any action (including entering into hereby or consummating any contracts or arrangements for an acquisition, however structured, of any ownership interest, assets or rights in any Person) if such action that would (A) reasonably be expected to make it materially more likely that there would arise any impediments under any Competition Law or any other Applicable Laws that may be asserted by any Governmental Authority to the consummation of the Merger and the other transactions contemplated hereby as promptly as practicable unlawful. In addition, the Buyers shall oppose, through and including litigation on the merits (and all appeals with respect thereto), any claim asserted in court or (B) impose any material delay in the expiration of any waiting period or obtaining of any approval from other forum by any Governmental Authority applicable Entity or other Person in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would restrain or prevent the Closing prior to the transactions contemplated by Outside Date. Nothing in this Agreement (the actions set forth in clauses ‎(A) through (F) of this Section 8.01(c)(i) referred to collectively as, “Regulatory Actions”); provided, however, that nothing in this Section 8.01(c) shall require Parent (or its Subsidiaries be deemed to (and, except as otherwise permitted by Section 6.01, require) the Company and its Subsidiaries shall not, without Parent’s prior written consent) Buyers or any of their Affiliates to agree to or take any Regulatory Action action with respect to the matters set forth in this Section 5.2 that would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the financial condition or result of operations of the Buyers or their Affiliates (including, after the Closing, the Group Companies), taken as a whole. For the avoidance of doubt, the Buyers and their Affiliates shall not be required (and the Buyers shall not require the Group Companies to, and the Group Companies shall not be required to), take any action with respect to any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or the Surviving Corporation (order or any of their respective Affiliates), that generated in the aggregate EBITDA during the fiscal year ended December 31, 2024 in excess of $25,000,000 (the “Cap”), provided, however, that Parent can compel the Company to use its reasonable best efforts (and to cause the Company’s Subsidiaries to use their reasonable best efforts) to take any of the actions referred to in this sentence (or agree to take such actions) with respect to the assets, licenses, operations, rights, product lines, businesses or interests of the Company and its Subsidiaries so long as the effectiveness of such action applicable Law which is contingent not conditioned upon the consummation of the transactions contemplated by this Agreement. (d) Each party Party shall (i) promptly notify the other parties Parties of any substantive written communication relating to the transactions contemplated by this Agreement to that party Party from the FTC, the Antitrust Division, any State Attorney General or any other Governmental Authority regarding this Agreement or the transactions contemplated hereby Entity and, subject to Applicable Law, permit the other parties Parties to review, reasonably review in advance, advance any proposed written communication or presentation proposed relating to be submitted the transactions contemplated by this Agreement to any Governmental Authority with respect to of the foregoing and consider in good faith any comments such incorporate the other may party may provide thereto; Parties’ reasonable comments, (ii) not participate in or agree to participate in any substantive meeting or discussion with any Governmental Authority Entity in respect of any filingsfiling, investigation or inquiry concerning any antitrust, competition or antitrust trade regulation matters in connection with this Agreement or the Merger and the other transactions contemplated hereby unless in each case it consults with the other parties Parties in advance and, to the extent permitted by such Governmental AuthorityEntity, gives the other parties Parties the opportunity to attend and participate thereat; thereat and (iii) furnish the other parties Parties with copies of all filings and material correspondences correspondence, filings, and communications (and memoranda setting forth the substance thereof) between them and their Affiliates and their respective representativesRepresentatives, on the one hand, and any Governmental Authority Entity or members or their respective staffs, on the other hand, with respect to any Competition Laws antitrust, competition or trade regulation matters in connection with this Agreement, except that any materials concerning the Company’s valuation of the transaction, the Company’s internal financial information or competitively sensitive information of the Company and its Subsidiaries may be redacted or limited to outside counsel pursuant to any applicable joint defense or common interest agreement. Without limiting the foregoing, the Buyers agree that, at any time in an investigation, if a Governmental Entity suggests or proffers a settlement of the investigation to permit the transactions contemplated by this Agreement to be consummated, the Buyers shall promptly (and in any event within three (3) Business Days) communicate the terms of the offer to the Company. (e) Promptly following the execution of this Agreement and, subject to the Buyers promptly providing all information reasonably requested by the Sellers that is required to complete all notifications set forth on Schedule 5.2(e), no later than twenty (20) Business Days from and after the date hereof, the Company shall provide all notifications required to be made prior to the Closing pursuant to Federal and State Health Care Laws to the appropriate state agencies with respect to licenses and registrations of the Company, including the notifications set forth on Schedule 5.2(e). The parties hereto will Company shall promptly deliver to the Buyers complete and accurate copies of all such notifications and all notices, correspondence and other written communication received by the Company with respect to such notifications. The Company shall consult with the Buyers regarding the strategy and cooperate process to respond to any such notices, correspondence or other written communication received from a state agency and, prior to the submission thereof, provide the Buyers with a reasonable opportunity to comment on the response or any additional material proposed to be submitted by the Company to the state agency. The Buyers shall be responsible for and pay one another in connection hundred percent (100%) of the filing fees associated with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating the notifications to proceedings under any Competition Law. state agencies pursuant to this Section 5.2(e). (f) Notwithstanding anything to the contrary in this Agreement, between the date hereof and without limiting or expanding the rights Closing Date, the Sellers, the Company and obligations set forth in this Section 8.01, Parent the Buyers shall have the right to direct all matters with any Governmental Authority consistent with its obligations hereunder; provided that Parent reasonably consults with, and considers cooperate in good faithfaith to identify any Licenses required by Law to carry on the business and operations of the Group Companies that are not currently held by the Group Companies (the “Additional Licenses”). From the date hereof until the Closing Date, the input of Sellers and the Company; provided, further, that Parent Company shall not extend any waiting period under use reasonable best efforts to obtain the HSR Act or under any other applicable Competition Law or enter into any agreement with Additional Licenses at the FTC or the Antitrust Division or any other Governmental Authority not to consummate the transactions contemplated by this Agreement without the prior written consent of the Company, which, in the case of the extending any such waiting period, shall not be unreasonably withheldSellers’ sole cost and expense. (e) Parent shall pay and be responsible for all filing fees incurred in connection with the matters contemplated by this Section 8.01.

Regulatory Undertakings. (a) Subject to the terms and conditions of this Agreement (including, for the avoidance of doubt, any actions taken by the Company permitted by ‎Section 6.02 or ‎Section 6.04)Agreement, the Company and Parent shall use reasonable best efforts (except where a different efforts standard is specifically contemplated by this Agreement, in which case such different standard shall apply) to take, or cause to be taken (including by causing their Affiliates to take)taken, all actions (including instituting or defending any Proceeding), and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the transactions contemplated by this Agreement as soon as reasonably practicable (and in any event, at least five Business Days prior to the Outside Date)Transactions, including (i) preparing and filing as promptly as reasonably practicable with any Governmental Authority or other third party Third Party all documentation to effect all necessary, proper or advisable necessary filings, notices, petitions, statements, registrations, submissions of information, applications, applications and other documents; documents and (ii) obtaining and maintaining all approvals, consentsConsents, registrations, permits, authorizations, Orders, waivers, non-objections and other confirmations required to be obtained from (A) any Governmental Authority that are necessary, proper or advisable to consummate the Transactions including (x) under the HSR Act and (y) those listed on Schedule 8.01 to this Agreement (the “Requisite Regulatory Approvals”) and (B) any other Third Party that are necessary, proper or advisable to consummate the Transactions. Parent acknowledges and agrees that its obligation pursuant to this ‎‎Section 8.01 includes divestitures, hold separate arrangements, the termination, assignment, novation or modification of contracts or other business relationships or business areas, the acceptance of restrictions on business operations, the entry into other commitments (including those set forth on Section 8.01(x) of the Company Disclosure Schedule) and limitations, and litigation, including with Governmental Authorities, to obtain the approvals, Consents, registrations, permits, authorizations, Orders, waivers, non-objections and other confirmations required to be obtained from any Governmental Authority to consummate the transactions contemplated hereby; provided, that, if requested by Parent, the Company and any of its Subsidiaries will become subject to, consent to, or offer or agree to, or otherwise take any of the foregoing actions so long as such action is only binding on the Company or such Subsidiary after the Closing (in the event that the Closing occurs); provided further that, unless requested by Parent pursuant to the immediately foregoing proviso, neither the Company nor any of its Subsidiaries will, without the prior written consent of Parent, become subject to, consent to, or offer or agree to, or otherwise take any of the foregoing actions if the taking of any or all such actions would, individually or in the aggregate, result in a Materially Burdensome Regulatory Condition (as defined below). Notwithstanding the foregoing or any other third party provision of this Agreement, Parent shall not be required to (x) take or commit to take any action that are necessarywould reasonably be expected to result in changes to the business of the Company or any of its Subsidiaries or of Parent or any of its Subsidiaries that, properif in effect at the start of fiscal year 2019, would have resulted in the reduction of the revenues of the Company, its Subsidiaries, Parent and/or its Subsidiaries, by an amount in excess of $25,000,000 in the aggregate, in the 2019 fiscal year or (y) take or commit to take any actions that would result in incremental payments, costs or expenditures (including reasonable counsel and advisor fees) by the Company, its Subsidiaries, Parent and/or its Subsidiaries, on or after the date hereof (but excluding any payments, costs or expenditures otherwise incurred in connection with this Agreement or the consummation of the Transaction), in excess of $12,500,000 in the aggregate in any fiscal year (a “Materially Burdensome Regulatory Condition”) (it being understood and agreed that Parent shall be obligated to take any such actions (A) that result in changes to the business of the Company or any of its Subsidiaries or of Parent or its Subsidiaries that, if in effect at the start of fiscal year 2019, would have resulted in the reduction of the revenues of the Company, its Subsidiaries, Parent and/or its Subsidiaries, by an amount not in excess of $25,000,000 in the aggregate, in the 2019 fiscal year and (B) that would not result in incremental payments, costs or expenditures (including reasonable counsel and advisor fees) to the Company, its Subsidiaries, Parent and/or its Subsidiaries, on or after the date hereof (but excluding any payments, costs or expenditures otherwise incurred in connection with this Agreement or the consummation of the Transaction), in excess of $12,500,000 in the aggregate in any fiscal year. (b) Parent and the Company shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to Applicable Laws relating to the exchange of information and confidentiality restrictions, all the information relating to Parent and the Company, as the case may be, and any of their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any Third Party or any Governmental Authority in connection with Section 8.01(a). In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, Consents, Orders, approvals, waivers, non-objections and authorizations (including the Requisite Regulatory Approvals) of all Third Parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated Transactions and each party will keep the other apprised of the status of matters relating to consummation of the Transactions, and each party shall consult with the other in advance of any meeting or conference with any Governmental Authority in connection with the Transactions and, to the extent permitted by this Agreement as soon as practicable (such Governmental Authority, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences, in each case subject to Applicable Law; and provided that each party shall promptly advise the other party with respect to substantive matters that are addressed in any eventmeeting or conference with any Governmental Authority which the other party does not attend or participate in, at least five Business Days prior to the Outside Date)extent permitted by such Governmental Authority and Applicable Law. (bc) In furtherance and not in limitation of the foregoing, each of Parent and the Company and Parent shall (and Parent shall cause its Affiliates to) make (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby Transactions with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) as promptly as reasonably practicable and in any event within 10 Business Days after the date hereof (unless the revised rules governing the form and information required in such filings under the HSR Act, published in the Federal Register on November 12, 2024, are in effect at the time such a filing would have to be made, in which case the Notification and Report Form pursuant to the HSR Act shall be filed as promptly as reasonably practicable), and such filings shall request early termination of any applicable waiting period under the HSR Act, and (ii) any other required filings pursuant to applicable Competition Laws as promptly as practicable after the date hereof. To facilitate these filings, each of the Company and Parent shall (and Parent shall cause its Affiliates to) furnish to the other party as promptly as practicable all information within its (or its Affiliates’) control requested by such other party and required for such other party to make any application or other filing to be made by it pursuant to any Applicable Law in connection with the transactions contemplated by this Agreement. Each of Parent and the Company shall (i) respond as promptly as practicable to any inquiries received from the FTC or the Antitrust Division or any other Governmental Authority for additional information or documentary material that may be requested pursuant documentation and to all inquiries and requests received from any State Attorney General or other Governmental Authority in connection with antitrust matters, and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the Transactions, except with the prior written consent of the other parties hereto. Subject to the final sentence of Section 8.01(a), Parent shall (A) offer to take (and if such offer is accepted, commit to take) with respect to itself and the Company all actions necessary to avoid or eliminate impediments under any antitrust, competition, or trade regulation law that may be asserted by the FTC, the Antitrust Division, any State Attorney General or any other applicable Competition Laws and shall use reasonable best efforts to promptly take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and, if applicable, any other Competition Laws as promptly as practicable. (c) If any objections are asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement under the HSR Act, or any other applicable Competition Law, or any other Applicable Law, or if any Proceeding is instituted or threatened by any Governmental Authority challenging any of the transactions contemplated by this Agreement, Parent Merger and the Company shall take, or cause to be taken (including by causing their Affiliates to take), all actions necessary to resolve such objections or Proceedings as promptly as practicable and obtain any needed authorization, consent or approval of a Governmental Authority or avoid or eliminate any impediments under the HSR Act, any such other Competition Law, or other Applicable Law. Without limiting the foregoing, in connection with any such objection or Proceeding (including solely for the purposes of clause (G) of this Subsection 8.01(c), any Proceeding instituted or threatened by a Third Party), Parent shall, and shall cause its Subsidiaries and Affiliates to, (i) take any such actions as may be necessary to obtain any authorization, consent or approval of a Governmental Authority or to avoid or eliminate any impediments under the HSR Act, any such other Competition Law, or other Applicable Law Transactions so as to enable the consummation of thereof as promptly as reasonably practicable. Notwithstanding the transactions hereby to occur no later than 5 Business Days prior to foregoing, at the Outside Date, including (A) agreeing to hold separate, sell, license, divest or otherwise dispose of any of the businesses or properties or assets request of Parent, the Company shall agree to divest, hold separate or otherwise take or commit to take any action that limits its freedom of their respective Affiliates, (B) terminating, amending or assigning any existing relationships and contractual rights and obligations, (C) terminating any venture or other arrangement, (D) granting any right or commercial or other accommodation action with respect to, or entering into any contractual or other commercial relationship withits ability to retain, any Third Partyof the businesses, (E) imposing limitations on Parentservices, Merger Sub, or assets of the Company or any of their respective Affiliates with respect to how they ownits Subsidiaries (but, retain, conduct or operate all or any portion of their respective businesses or assets, (F) effectuating any other change to, or restructuring of, Parentabsent such request, the Company or any of their respective Affiliates, and (G) opposing (1) any administrative or judicial Proceeding that is initiated or threatened to be initiated 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 Authority vacated or reversed) and (2) any request for, the entry of, and seek to have vacated or terminated, any Order that could reasonably be expected to restrain, prevent or materially delay the consummation of the transactions contemplated hereby, including in the case of either (1) or ‎(2), by defending through litigation any Proceeding brought by any Person in any court or before any Governmental Authority, and pursuing all available avenues of administrative and judicial appeal, in each case, as may be required (x) by the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under the HSR Act, any such other Competition Law, or any other Applicable Law or (y) by any domestic or foreign court or other tribunal in any Proceeding challenging such transactions as violative of any Competition Law or any other Applicable Laws, in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any Order that has the effect of restricting, preventing or prohibiting the consummation of the transactions contemplated by this Agreement and (ii) shall not take any action (including entering into or consummating such action), provided that any contracts or arrangements for an acquisition, however structured, of any ownership interest, assets or rights in any Person) if such action would (A) reasonably shall be expected to make it materially more likely that there would arise any impediments under any Competition Law or any other Applicable Laws that may be asserted by any Governmental Authority to conditioned upon the consummation of the Merger and the other transactions contemplated hereby as promptly as practicable or (B) impose any material delay in the expiration of any waiting period or obtaining of any approval from any Governmental Authority applicable to the transactions contemplated by this Agreement (the actions set forth in clauses ‎(A) through (F) of this Section 8.01(c)(i) referred to collectively as, “Regulatory Actions”); provided, however, that nothing in this Section 8.01(c) shall require Parent or its Subsidiaries to (and, except as otherwise permitted by Section 6.01, the Company and its Subsidiaries shall not, without Parent’s prior written consent) agree to or take any Regulatory Action with respect to any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or the Surviving Corporation (or any of their respective Affiliates), that generated in the aggregate EBITDA during the fiscal year ended December 31, 2024 in excess of $25,000,000 (the “Cap”), provided, however, that Parent can compel the Company to use its reasonable best efforts (and to cause the Company’s Subsidiaries to use their reasonable best efforts) to take any of the actions referred to in this sentence (or agree to take such actions) with respect to the assets, licenses, operations, rights, product lines, businesses or interests of the Company and its Subsidiaries so long as the effectiveness of such action is contingent upon the consummation of the transactions contemplated by this AgreementTransactions. (d) Each party shall (i1) promptly notify the other parties of any substantive written communication to that party from the FTC, the Antitrust Division, any State Attorney General or any other Governmental Authority regarding this Agreement or the transactions contemplated hereby and, subject to Applicable Law, permit the other parties to review, reasonably review in advance, advance any proposed written communication or presentation proposed to be submitted to any Governmental Authority with respect to of the foregoing and consider in good faith any comments such other may party may provide theretoforegoing; (ii2) not agree to participate in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning any competition or antitrust matters in connection with this Agreement or the Merger and the other transactions contemplated hereby Transactions unless in each case it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate thereat; and (iii3) furnish the other parties with copies of all filings and material correspondences correspondence, filings, and communications (and memoranda setting forth the substance thereof) between them and their Affiliates and their respective representatives, representatives on the one hand, and any Governmental Authority or members or their respective staffs, staffs on the other hand, with respect to any Competition Laws competition or antitrust matters in connection with this Agreement. The parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under any Competition Law. . (e) Notwithstanding anything to the contrary in this Agreement, nothing herein shall obligate or be construed to obligate the Company or any of its Subsidiaries or Parent or any of its Subsidiaries to, and without limiting or expanding the rights and obligations set forth in this Section 8.01, Parent shall have the right to direct all matters with any Governmental Authority consistent with its obligations hereunder; provided that Parent reasonably consults with, and considers in good faith, the input of the Company; provided, further, that Parent shall not extend any waiting period under the HSR Act or under any other applicable Competition Law or enter into any agreement with the FTC or the Antitrust Division or any other Governmental Authority not to consummate the transactions contemplated by this Agreement without the Parent’s prior written consent neither the Company nor any of its Subsidiaries shall, make, or to cause to be made, any material payment or other material accommodation to any Third Party in order to obtain the CompanyConsent of such Third Party under any Material Contract (excluding, whichfor the avoidance of doubt, in the case of the extending any such waiting period, shall not be unreasonably withheldRequisite Regulatory Approvals). (e) Parent shall pay and be responsible for all filing fees incurred in connection with the matters contemplated by this Section 8.01.

Regulatory Undertakings. (a) Subject to the terms and conditions of this Agreement (including, for the avoidance of doubt, any actions taken by the Company permitted by ‎Section Section 6.02 or ‎Section Section 6.04), the Company and Parent shall use reasonable best efforts to take, or cause to be taken (including by causing their Affiliates to take), all actions (including instituting or defending any Proceeding), and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the transactions contemplated by this Agreement as soon as reasonably practicable (and in any event, at least five (5) Business Days prior to the Outside End Date), including (i) preparing and filing as promptly as reasonably practicable with any Governmental Authority or other third party all documentation to effect all necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applications, applications and other documents; documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper, proper or advisable to consummate the transactions contemplated by this Agreement as soon as practicable (and in any event, at least five (5) Business Days prior to the Outside End Date). (b) In furtherance and not in limitation of the foregoing, each of the Company and Parent shall (and Parent shall cause its Affiliates to) make (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) as promptly as reasonably practicable and in any event within 10 five (5) Business Days after the date hereof (unless the revised rules governing the form and information required in such filings under the HSR Act, published in the Federal Register on November 12, 2024, are in effect at the time such a filing would have to be made, in which case the Notification and Report Form pursuant to the HSR Act shall be filed as promptly as reasonably practicable), and such filings shall request early termination of any applicable waiting period under the HSR Act), and (ii) any other required filings pursuant to applicable Competition Laws as promptly as practicable after the date hereof. To facilitate these filings, each of the Company and Parent shall (and Parent shall cause its Affiliates to) furnish to the other party as promptly as practicable all information within its (or its Affiliates’) control requested by such other party and required for such other party to make any application or other filing to be made by it pursuant to any Applicable Law in connection with the transactions contemplated by this Agreement. Each of Parent and the Company shall respond as promptly as practicable to any inquiries received from the FTC or the Antitrust Division or any other Governmental Authority for additional information or documentary material that may be requested pursuant to the HSR Act or any other applicable Competition Laws and shall use reasonable best efforts to promptly take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and, if applicable, any other applicable Competition Laws as promptly as practicable. (c) If any objections are asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement under the HSR Act, Act or any other applicable Competition Law, or any other Applicable Law, or if any Proceeding is instituted or threatened by any Governmental Authority or Third Party challenging any of the transactions contemplated by this Agreement, Parent and the Company shall take, or cause to be taken (including by causing their Affiliates to take), all actions reasonably necessary to resolve such objections or Proceedings as promptly as practicable and obtain any needed authorization, consent or approval of a Governmental Authority or avoid or eliminate any impediments under the HSR Act, any such other Competition Law, or other Applicable Lawpracticable. Without limiting the foregoing, in connection with any such objection or Proceeding (including solely for the purposes of clause (G) of this Subsection 8.01(c), any Proceeding instituted or threatened by a Third Party)Proceeding, Parent shall, and shall cause its Subsidiaries and Affiliates to, (i) take any such actions as may be reasonably necessary to obtain any authorization, consent or approval of a Governmental Authority or to avoid or eliminate any impediments under the HSR Act, Act or any such other Competition Law, or other Applicable Law so as to enable the consummation of the transactions hereby to occur no later than 5 Business Days prior to the Outside End Date, including (Ai) agreeing to hold separate, sell, license, divest or otherwise dispose of any of the businesses or properties or assets of Parent, the Company or any of their respective Affiliates, (Bii) terminating, amending or assigning any existing relationships and contractual rights and obligations, (Ciii) terminating any venture or other arrangement, (Div) granting any right or commercial or other accommodation to, or entering into any contractual or other commercial relationship with, any Third Party, (Ev) imposing limitations on Parent, Merger Sub, the Company or any of their respective Affiliates with respect to how they own, retain, conduct or operate all or any portion of their respective businesses or assets, (Fvi) effectuating any other change to, or restructuring of, Parent, the Company or any of their respective Affiliates, and (Gvii) opposing (1A) any administrative or judicial Proceeding that is initiated or threatened to be initiated 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 Authority vacated or reversed) and (2B) any request for, the entry of, and seek to have vacated or terminated, any Order that could reasonably be expected to restrain, prevent or materially delay the consummation of the transactions contemplated hereby, including in the case of either (1A) or ‎(2(B), by defending through litigation any Proceeding brought by any Person in any court or before any Governmental Authority, and pursuing all available avenues of administrative and judicial appealappeal (and, in each case, entering into agreements with, or stipulating to the entry of an Order by, any Governmental Authority in connection with any of the foregoing and in the case of Proceedings by or with respect to the Company, by consenting to any such action), in each case, as may be required (x) by the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under the HSR Act, any such other Competition Law, or any other Applicable Law or (y) by any domestic or foreign court or other tribunal in any Proceeding challenging such transactions as violative of any Competition Law or any other Applicable Laws, in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any Order that has the effect of restricting, preventing or prohibiting the consummation of the transactions contemplated by this Agreement and (ii) not take any action (including entering into or consummating any contracts or arrangements for an acquisition, however structured, of any ownership interest, assets or rights in any Person) if such action would (A) reasonably be expected to make it materially more likely that there would arise any impediments under any Competition Law or any other Applicable Laws that may be asserted by any Governmental Authority to the consummation of the Merger and the other transactions contemplated hereby as promptly as practicable or (B) impose any material delay in the expiration of any waiting period or obtaining of any approval from any Governmental Authority applicable to the transactions contemplated by this Agreement (the actions set forth in clauses ‎(A) through (F) of this Section 8.01(c)(i) referred to collectively as, “Regulatory Actions”); provided, however, that nothing in this Section 8.01(c) shall require Parent or its Subsidiaries to (and, except as otherwise permitted by Section 6.01, the Company and its Subsidiaries shall not, without Parent’s prior written consent) agree to or take any Regulatory Action with respect to any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or the Surviving Corporation (or any of their respective Affiliates), that generated in the aggregate EBITDA during the fiscal year ended December 31, 2024 in excess of $25,000,000 (the “Cap”), provided, however, that Parent can compel the Company to use its reasonable best efforts (and to cause the Company’s Subsidiaries to use their reasonable best efforts) to take any of the actions referred to in this sentence (or agree to take such actions) with respect to the assets, licenses, operations, rights, product lines, businesses or interests of the Company and its Subsidiaries so long as the effectiveness of such action is contingent upon the consummation of the transactions contemplated by this Agreement. (d) Each party shall (i) promptly notify the other parties of any substantive communication to that party from the FTC, the Antitrust Division, any State Attorney General or any other Governmental Authority regarding this Agreement or the transactions contemplated hereby and, subject to Applicable Law, permit the other parties to review, reasonably in advance, any written communication or presentation proposed to be submitted to any Governmental Authority with respect to the foregoing and consider in good faith any comments such other may party may provide thereto; (ii) not agree to participate in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning any competition or antitrust matters in connection with this Agreement or the Merger and the other transactions contemplated hereby unless in each case it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate thereat; and (iii) furnish the other parties with copies of all filings and material correspondences and communications (and memoranda setting forth the substance thereof) between them and their Affiliates and their respective representatives, on the one hand, and any Governmental Authority or members or their respective staffs, on the other hand, with respect to any Competition Laws in connection with this Agreement. The parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under any Competition Law. Notwithstanding anything to the contrary in this Agreement, and without limiting or expanding the rights and obligations set forth in this Section 8.01, Parent shall have the right to direct all matters with any Governmental Authority consistent with its obligations hereunder; provided that Parent reasonably consults with, and considers in good faith, the input of the Company; provided, further, that Parent shall not extend any waiting period under the HSR Act or under any other applicable Competition Law or enter into any agreement with the FTC or the Antitrust Division or any other Governmental Authority not to consummate the transactions contemplated by this Agreement without the prior written consent of the Company, which, in the case of the extending any such waiting period, shall not be unreasonably withheld. (e) Parent shall pay and be responsible for all filing fees incurred in connection with the matters contemplated by this Section 8.01.transactions

Regulatory Undertakings. (a) Subject to the terms and conditions of this Agreement (including, for the avoidance of doubt, any actions taken by the Company permitted by ‎Section 6.02 or ‎Section 6.04)Agreement, the Company and Parent shall use reasonable best efforts to take, or and cause to be taken (including by causing their Affiliates to take)taken, all actions (including instituting or defending any Proceeding)and do, and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate consummate, as soon as possible after the date hereof, the Merger and the other transactions contemplated by this Agreement as soon as reasonably practicable (and in any event, at least five Business Days prior to the Outside Date)Agreement, including (i) preparing and filing as promptly as reasonably practicable after the date hereof with any Governmental Authority or other third party Third Party all documentation to effect all necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applications, applications and other documents; documents and (ii) obtaining and maintaining all approvals, consents, waivers, clearances, registrations, permits, authorizations, authorizations and other confirmations required to be obtained (collectively, “Approvals”) from any Governmental Authority or other third party Third Party that are necessary, proper, proper or advisable to consummate the Merger and the other transactions contemplated by this Agreement Agreement; provided that the obligations set forth in this sentence shall not be deemed to have been breached as soon as practicable (and in any event, at least five Business Days prior to a result of actions by the Outside Date)Company or its Subsidiaries permitted by Section 6.04. (b) In furtherance and not in limitation of the foregoing, each of Parent and the Company and Parent their respective Affiliates shall (and Parent shall cause its Affiliates to) make (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Merger and the other transactions contemplated hereby with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) as promptly as reasonably practicable after the date hereof and in any event within 10 7 Business Days after of the date hereof (unless the revised rules governing the form and information required in such filings under the HSR Act, published in the Federal Register on November 12, 2024, are in effect at the time such a filing would have to be made, in which case the Notification and Report Form pursuant to the HSR Act shall be filed as promptly as reasonably practicable)hereof, and such filings shall request early termination each of any applicable waiting period under Parent and the HSR Act, Company and (ii) any other required filings pursuant to applicable Competition Laws their respective Affiliates as promptly as practicable after the date hereofhereof shall make any such other filings as are necessary, proper or advisable under Applicable Laws in non-U.S. jurisdictions governing antitrust, competition, trade regulation or similar matters. To facilitate these filings, each of the Company and Parent Each Party shall (and Parent shall cause have responsibility for its Affiliates to) furnish respective filing fees associated with filings pursuant to the HSR Act and any other party as promptly as practicable all information within its (or its Affiliates’) control requested by such similar filings required in any other party and required for such other party to make any application or other filing to be made by it pursuant to any Applicable Law in connection with the transactions contemplated by this Agreementjurisdiction. Each of Parent and the Company shall (i) respond as promptly as practicable to any inquiries received from the FTC or the Antitrust Division or any other Governmental Authority for additional information or documentary material that may be requested pursuant documentation and to all inquiries and requests received from any State Attorney General or other Governmental Authority in connection with antitrust, competition, trade regulation or similar matters, and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the Merger or any of the other applicable Competition Laws transactions contemplated by this Agreement, except with the prior written consent of the other Parties. (c) Parent shall (and shall use reasonable best efforts cause its Affiliates to) offer to promptly take (and if such offer is accepted, commit to and take (and cause its Affiliates to take)) with respect to itself and its Affiliates and the Company and its Subsidiaries any and all other actions necessary, proper or advisable to cause avoid and eliminate each and every impediment under any antitrust, competition, trade regulation or other Applicable Law that may be asserted by the expiration or termination of FTC, the applicable waiting periods under the HSR Act andAntitrust Division, if applicableany State Attorney General, any other Competition Laws as promptly as practicable. (c) If any objections are asserted by any Governmental Authority or any other Person with respect to the Merger or any of the other transactions contemplated by this Agreement under the HSR Act, or any other applicable Competition Law, or any other Applicable Law, or if any Proceeding is instituted or threatened by any Governmental Authority challenging any of the transactions contemplated by this Agreement, Parent and the Company shall take, or cause to be taken (including by causing their Affiliates to take), all actions necessary to resolve such objections or Proceedings as promptly as practicable and obtain any needed authorization, consent or approval of a Governmental Authority or avoid or eliminate any impediments under the HSR Act, any such other Competition Law, or other Applicable Law. Without limiting the foregoing, in connection with any such objection or Proceeding (including solely for the purposes of clause (G) of this Subsection 8.01(c), any Proceeding instituted or threatened by a Third Party), Parent shall, and shall cause its Subsidiaries and Affiliates to, (i) take any such actions as may be necessary to obtain any authorization, consent or approval of a Governmental Authority or to avoid or eliminate any impediments under the HSR Act, any such other Competition Law, or other Applicable Law so as to enable the consummation of thereof as promptly as practicable after the transactions hereby to occur no later than 5 Business Days prior to the Outside Datedate hereof, including (Ai) agreeing proposing, negotiating, offering to commit and effect (and if such offer is accepted, committing to and effecting), by order, consent decree, hold separateseparate order, selltrust, or otherwise, the sale, divestiture, license, divest disposition or otherwise dispose hold separate of any of the assets or businesses or properties or assets of Parent, the Company or any of the Surviving Corporation, or their respective Subsidiaries or Affiliates, (Bii) terminatingproposing, amending negotiating, and offering to commit to take any action (including any action that limits its freedom of action, ownership or assigning any existing relationships and contractual rights and obligations, (C) terminating any venture or other arrangement, (D) granting any right or commercial or other accommodation control with respect to, or entering into any contractual its ability to retain or other commercial relationship withhold, any Third Partyof the businesses, (E) imposing limitations on Parent, Merger Sub, the Company or any of their respective Affiliates with respect to how they own, retain, conduct or operate all or any portion of their respective businesses or assets, (F) effectuating any other change toproduct lines, properties or restructuring of, services of Parent, the Company or any of the Surviving Corporation, or their respective Subsidiaries or Affiliates), and if the offer is accepted, committing to and taking such action, (iii) terminating, relinquishing, modifying or waiving existing or future relationships, ventures, contractual rights, obligations or other arrangements of Parent, the Company or the Surviving Corporation, or their respective Subsidiaries or Affiliates, (iv) creating any relationships, ventures, contractual rights, obligations or other arrangements of Parent, the Company or the Surviving Corporation, or their respective Subsidiaries or Affiliates and (Gv) opposing (1) any administrative entering or judicial Proceeding that is initiated or threatened offering to be initiated challenging this Agreement or the consummation of the transactions contemplated hereby (including seeking enter into agreements and stipulating to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed) and (2) any request for, the entry of, and seek to have vacated of an order or terminated, decree or filing appropriate applications with any Order that could reasonably be expected to restrain, prevent or materially delay the consummation of the transactions contemplated hereby, including in the case of either (1) or ‎(2), by defending through litigation any Proceeding brought by any Person in any court or before any Governmental Authority, and pursuing all available avenues of administrative and judicial appeal, in each case, as may be required (x) by the applicable Governmental Authority in order connection with any of the actions contemplated by the foregoing clauses (i) through (iv) (provided that the Company shall not be obligated to resolve such objections as such Governmental Authority may have to such transactions under the HSR Act, take any such other Competition Law, or any other Applicable Law or (y) by any domestic or foreign court or other tribunal in any Proceeding challenging such transactions as violative action unless the taking of any Competition Law or any other Applicable Laws, in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any Order that has the effect of restricting, preventing or prohibiting the consummation of the transactions contemplated by this Agreement and (ii) not take any action (including entering into or consummating any contracts or arrangements for an acquisition, however structured, of any ownership interest, assets or rights in any Person) if such action would (A) reasonably be expected to make it materially more likely that there would arise any impediments under any Competition Law or any other Applicable Laws that may be asserted by any Governmental Authority to is expressly conditioned upon the consummation of the Merger and the other transactions contemplated hereby hereby), in each case, as promptly as practicable may be necessary, proper or advisable in order to (A) obtain clearance under the HSR Act, (B) impose obtain any material delay in the expiration of any waiting period or obtaining of any approval other Approval from any Governmental Authority applicable Authority, (C) avoid the entry of, or to effect the dissolution of or to vacate or lift, any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that would otherwise have the effect of restraining, preventing or delaying the consummation of the Merger or any of the other transactions contemplated hereby, or (D) avoid the commencement of any action or proceeding that seeks to prohibit the Merger or any other transaction contemplated by this Agreement Agreement. In addition, Parent shall vigorously defend (including through litigation on the actions set forth in clauses ‎(Amerits) through (F) of this Section 8.01(c)(i) referred to collectively as, “Regulatory Actions”); provided, however, that nothing in this Section 8.01(c) shall require Parent or its Subsidiaries to (and, except as otherwise permitted against any claim asserted by Section 6.01, the Company and its Subsidiaries shall not, without Parent’s prior written consent) agree to or take any Regulatory Action with respect to any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or the Surviving Corporation (Governmental Authority or any of their respective Affiliates)other Person in order to avoid the entry of, or have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that generated in could restrain, prevent or delay the aggregate EBITDA during the fiscal year ended December 31, 2024 in excess of $25,000,000 (the “Cap”), provided, however, that Parent can compel the Company to use its reasonable best efforts (and to cause the Company’s Subsidiaries to use their reasonable best efforts) to take any consummation of the actions referred to in this sentence (Merger or agree to take such actions) with respect to the assets, licenses, operations, rights, product lines, businesses or interests of the Company and its Subsidiaries so long as the effectiveness of such action is contingent upon the consummation any of the transactions contemplated by this Agreement, including by defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement, the Merger or any of the other transactions contemplated hereby. The Company and its counsel shall have the opportunity to participate in any litigation, action, suit or proceeding described in the preceding sentence, and Parent and its counsel shall cooperate with and keep informed the Company and its counsel in connection with such litigation, action, suit or proceeding. (d) From the date hereof until the expiration or termination of the applicable waiting period under the HSR Act with respect to the Merger, Parent shall not (and shall cause its Affiliates not to) take any action (including the acquisition by it or its Affiliates of any interest in any Person that derives revenues from products, services or lines of business similar to the products, services or lines of business of the Company and its Subsidiaries) if such action would reasonably be expected to materially increase the risk of not obtaining the consents, approvals or clearance under any antitrust, competition, trade regulation or other Applicable Law necessary to consummate the Merger and the other transactions contemplated by this Agreement as promptly as practicable after the date hereof. (e) Each party Party shall (i) promptly notify the other parties Parties of any substantive written communication to that party Party from the FTC, the Antitrust Division, any State Attorney General or any other Governmental Authority regarding this Agreement or the transactions contemplated hereby and, subject to Applicable Law, permit the other parties Parties to review, reasonably review in advance, advance any proposed written communication or presentation proposed to be submitted to any Governmental Authority with respect to of the foregoing and consider in good faith any comments such incorporate the other may party may provide thereto; Party’s reasonable comments, (ii) not participate in or agree to participate in any substantive meeting or discussion with any Governmental Authority in respect of any filingsfiling, investigation or inquiry concerning any antitrust, competition or antitrust trade regulation matters in connection with this Agreement or the Merger and the other transactions contemplated hereby unless in each case it consults with the other parties Parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties Parties the opportunity to attend and participate thereat; thereat and (iii) furnish the other parties Parties with copies of all filings and material correspondences correspondence, filings, and communications (and memoranda setting forth the substance thereof) between them and their Affiliates and their respective representativesRepresentatives, on the one hand, and any Governmental Authority or members or their respective staffs, on the other hand, with respect to any Competition Laws antitrust, competition or trade regulation matters in connection with this AgreementAgreement and the Merger, except that any materials concerning the Company’s valuation of the transaction, the Company’s internal financial information or competitively sensitive information of the Company and its Subsidiaries may be redacted or limited to outside counsel pursuant to any applicable joint defense or common interest agreement. The parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under any Competition Law. Notwithstanding anything to Without limiting the contrary in this Agreement, and without limiting or expanding the rights and obligations set forth in this Section 8.01foregoing, Parent shall have the right to direct all matters with agrees that, at any time in an investigation, if a Governmental Authority consistent with its obligations hereunder; provided that Parent reasonably consults with, and considers in good faith, the input suggests or proffers a settlement of the Company; provided, further, that Parent shall not extend any waiting period under investigation to permit the HSR Act or under any Merger and the other applicable Competition Law or enter into any agreement with the FTC or the Antitrust Division or any other Governmental Authority not to consummate the transactions contemplated by this Agreement without to be consummated, Parent shall promptly (and in any event within one (1) calendar day) communicate the prior written consent terms of the offer to the Company, which, in the case of the extending any such waiting period, shall not be unreasonably withheld. (e) Parent shall pay and be responsible for all filing fees incurred in connection with the matters contemplated by this Section 8.01.

Regulatory Undertakings. (a) Subject to the terms and conditions of this Agreement (including, for the avoidance of doubt, any actions taken by the Company permitted by ‎Section 6.02 or ‎Section 6.04)Agreement, the Company and Parent shall use reasonable best efforts to take, or cause to be taken (including by causing their Affiliates to take)taken, all actions (including instituting or defending any Proceeding), and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the transactions contemplated by this Agreement as soon as reasonably practicable (and in any event, at least five Business Days prior to the Outside Date)Agreement, including (i) preparing and filing as promptly as reasonably practicable with any Governmental Authority or other third party all documentation to effect all necessary, proper or advisable necessary filings, notices, petitions, statements, registrations, submissions of information, applications, applications and other documents; documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper, proper or advisable to consummate the transactions contemplated by this Agreement as soon as practicable (and in any event, at least five Business Days prior to the Outside Date)Agreement. (b) In furtherance and not in limitation of the foregoing, each of Parent and the Company and Parent shall (and Parent shall cause its Affiliates to) make (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) as promptly as reasonably practicable and in any event within 10 Business Days after the date hereof (unless the revised rules governing the form and information required in such filings under the HSR Act, published in the Federal Register on November 12, 2024, are in effect at the time such a filing would have to be made, in which case the Notification and Report Form pursuant to the HSR Act shall be filed as promptly as reasonably practicable), and such filings shall request early termination of any applicable waiting period under the HSR Act, and (ii) any other required filings pursuant to applicable Competition Laws as promptly as practicable after the date hereof. To facilitate these filings, each of the Company and Parent shall (and Parent shall cause its Affiliates to) furnish to the other party as promptly as practicable all information within its (or its Affiliates’) control requested by such other party and required for such other party to make any application or other filing to be made by it pursuant to any Applicable Law in connection with the transactions contemplated by this Agreement. Each of Parent and the Company shall (i) respond as promptly as practicable to any inquiries received from the FTC or the Antitrust Division or any other Governmental Authority for additional information or documentary material that may be requested pursuant documentation and to all inquiries and requests received from any State Attorney General or other Governmental Authority in connection with antitrust matters, and (ii) not extend any waiting period under the HSR Act or enter into any other applicable Competition Laws and shall use reasonable best efforts agreement with the FTC or the Antitrust Division not to promptly take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and, if applicable, any other Competition Laws as promptly as practicable. (c) If any objections are asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement under the HSR Act, or any other applicable Competition Law, or any other Applicable Law, or if any Proceeding is instituted or threatened by any Governmental Authority challenging any of consummate the transactions contemplated by this Agreement, Parent and except with the Company shall take, or cause to be taken (including by causing their Affiliates to take), all actions necessary to resolve such objections or Proceedings as promptly as practicable and obtain any needed authorization, prior written consent or approval of a Governmental Authority or avoid or eliminate any impediments under the HSR Act, any such other Competition Law, or other Applicable Law. Without limiting the foregoing, in connection with any such objection or Proceeding (including solely for the purposes of clause (G) of this Subsection 8.01(c), any Proceeding instituted or threatened by a Third Party), Parent shall, and shall cause its Subsidiaries and Affiliates to, (i) take any such actions as may be necessary to obtain any authorization, consent or approval of a Governmental Authority or to avoid or eliminate any impediments under the HSR Act, any such other Competition Law, or other Applicable Law so as to enable the consummation of the transactions hereby to occur no later than 5 Business Days prior to other parties hereto. At the Outside Date, including (A) agreeing to hold separate, sell, license, divest or otherwise dispose of any of the businesses or properties or assets request of Parent, the Company shall agree to divest, hold separate or otherwise take or commit to take any action that limits its freedom of their respective Affiliates, (B) terminating, amending or assigning any existing relationships and contractual rights and obligations, (C) terminating any venture or other arrangement, (D) granting any right or commercial or other accommodation action with respect to, or entering into any contractual or other commercial relationship withits ability to retain, any Third Partyof the businesses, (E) imposing limitations on Parentservices, Merger Sub, or assets of the Company or any of their respective Affiliates with respect to how they ownits Subsidiaries (but, retain, conduct or operate all or any portion of their respective businesses or assets, (F) effectuating any other change to, or restructuring of, Parentabsent such request, the Company or shall not take any of their respective Affiliatessuch action), and (G) opposing (1) provided that any administrative or judicial Proceeding that is initiated or threatened to such action shall be initiated challenging this Agreement or conditioned upon the consummation of the transactions contemplated hereby (including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed) and (2) any request for, the entry of, and seek to have vacated or terminated, any Order that could reasonably be expected to restrain, prevent or materially delay the consummation of the transactions contemplated hereby, including in the case of either (1) or ‎(2), by defending through litigation any Proceeding brought by any Person in any court or before any Governmental Authority, and pursuing all available avenues of administrative and judicial appeal, in each case, as may be required (x) by the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under the HSR Act, any such other Competition Law, or any other Applicable Law or (y) by any domestic or foreign court or other tribunal in any Proceeding challenging such transactions as violative of any Competition Law or any other Applicable Laws, in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any Order that has the effect of restricting, preventing or prohibiting the consummation of the transactions contemplated by this Agreement and (ii) not take any action (including entering into or consummating any contracts or arrangements for an acquisition, however structured, of any ownership interest, assets or rights in any Person) if such action would (A) reasonably be expected to make it materially more likely that there would arise any impediments under any Competition Law or any other Applicable Laws that may be asserted by any Governmental Authority to the consummation of the Merger Offer and the other transactions contemplated hereby as promptly as practicable or (B) impose any material delay in the expiration of any waiting period or obtaining of any approval from any Governmental Authority applicable to the transactions contemplated by this Agreement (the actions set forth in clauses ‎(A) through (F) of this Section 8.01(c)(i) referred to collectively as, “Regulatory Actions”); provided, however, that nothing in this Section 8.01(c) shall require Parent or its Subsidiaries to (and, except as otherwise permitted by Section 6.01, the Company and its Subsidiaries shall not, without Parent’s prior written consent) agree to or take any Regulatory Action with respect to any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or the Surviving Corporation (or any of their respective Affiliates), that generated in the aggregate EBITDA during the fiscal year ended December 31, 2024 in excess of $25,000,000 (the “Cap”), provided, however, that Parent can compel the Company to use its reasonable best efforts (and to cause the Company’s Subsidiaries to use their reasonable best efforts) to take any of the actions referred to in this sentence (or agree to take such actions) with respect to the assets, licenses, operations, rights, product lines, businesses or interests of the Company and its Subsidiaries so long as the effectiveness of such action is contingent upon the consummation of the transactions contemplated by this Agreement. (d) hereby. Each party shall (i) promptly notify the other parties party of any substantive written communication to that party from the FTC, the Antitrust Division, any State Attorney General or any other Governmental Authority regarding this Agreement or the transactions contemplated hereby and, subject to Applicable Law, permit the other parties party to review, reasonably review in advance, advance any proposed written communication or presentation proposed to be submitted to any Governmental Authority with respect to of the foregoing and consider in good faith any comments such other may party may provide theretoforegoing; (ii) to the extent practicable, not agree to participate in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning any competition or antitrust matters in connection with this Agreement or the Merger Offer and the other transactions contemplated hereby unless in each case it consults with the other parties party in advance and, to the extent permitted by such Governmental Authority, gives the other parties party the opportunity to attend and participate thereat; and (iii) furnish the other parties party with copies of all filings and material correspondences correspondence, filings, and communications (and memoranda setting forth the substance thereof) between them and their Affiliates affiliates and their respective representatives, Representatives on the one hand, and any Governmental Authority government or regulatory authority or members or their respective staffs, staffs on the other hand, with respect to any Competition Laws competition or antitrust matters in connection with this Agreement. . (c) The parties hereto Company will, and will cause its Affiliates and their respective Representatives to, consult with and cooperate with one another consider in good faith the views of Parent in connection with any material analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of the Company in connection with any party hereto meeting, communication or filing with the FDA or any corollary entity in any other jurisdiction. The Company shall notify Parent of any material communications with the FDA or any corollary entity in any other jurisdiction relating to proceedings under the Key Products, whether written or oral, as soon as reasonably practicable, and the Company shall provide Parent with copies of any Competition such written communications. To the extent practicable, the Company shall not agree to participate in any substantive meeting or discussion with the FDA or any corollary entity in any other jurisdiction unless it consults with Parent in advance and, to the extent permitted by the FDA or any corollary entity in any other jurisdiction and Applicable Law, gives Parent the opportunity to attend and participate thereat. The Company shall furnish Parent with copies of all material correspondence, filings, and communications between the Company and its Affiliates and their respective Representatives, on the one hand, and the FDA or any corollary entity in any other jurisdiction or their respective staffs, on the other hand. From time to time and at the reasonable request of Parent, the Company shall provide Parent with updates concerning the progress of the Company’s regulatory filings and strategy for obtaining necessary regulatory Approvals to market and sell the Key Products. Except to the extent required by Applicable Law or any listing agreement with or rule of any national securities exchange, the Company shall consult with Parent prior to making any public statement or issuing any press release regarding the status of any regulatory filings concerning the Key Products with the FDA or any corollary entity in any other jurisdiction. Notwithstanding anything to the contrary in this Agreement, and without limiting or expanding the rights and obligations set forth foregoing provisions in this Section 8.017.01(c), Parent the Company shall have maintain sole authority over its business decisions and communications prior to the right to direct all matters with any Governmental Authority consistent with its obligations hereunder; provided that Parent reasonably consults withClosing, and considers in good faith, the input of the Company; provided, further, that Parent shall not extend any waiting period ’s obligations under the HSR Act or under any other applicable Competition Law or enter into any agreement with the FTC or the Antitrust Division or any other Governmental Authority not to consummate the transactions contemplated by this Agreement without the prior written consent of the Company, which, in the case of the extending any such waiting period, shall not be unreasonably withheld. (e) Parent shall pay and be responsible for all filing fees incurred in connection with the matters contemplated by this Section 8.017.01(c) shall be subject to Applicable Law.

Regulatory Undertakings. (a) Subject to the terms and conditions of this Agreement (includingAgreement, for the avoidance of doubtBuyer, any actions taken by each Seller and the Company permitted by ‎Section 6.02 or ‎Section 6.04), the Company and Parent shall use their respective reasonable best efforts to take, or cause to be taken (including by causing their Affiliates to take)taken, all actions (including instituting or defending any Proceeding), and to do, or cause to be done, all things necessary, proper necessary or advisable desirable under Applicable Law Laws to consummate the transactions contemplated by this Agreement as soon as reasonably practicable (and in any event, at least five Business Days prior to the Outside Date)Agreement, including (i) preparing and filing as promptly as reasonably practicable with any Governmental Authority or other third party (and, with respect to Buyer’s and each applicable Seller’s respective initial Filings under the HSR Act, subject to Section 6.03(d) and Buyer’s Regulatory Approval Process Rights) all documentation to effect all necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applications, and other documents; necessary Filings and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations, and other confirmations Consents required to be obtained from any Governmental Authority or other third party that are necessary, proper, proper or advisable to consummate the transactions contemplated by this Agreement; provided that the Parties understand and agree that, in furtherance of the foregoing, Buyer shall take (and shall cause its Affiliates to take) all actions, and shall accept (and shall cause its Affiliates to accept) all conditions or remedies, in each case, necessary to avoid or eliminate each and every impediment under any Applicable Law or otherwise imposed by a Governmental Authority so as to enable the consummation of the transactions contemplated by this Agreement and the other Transaction Agreements to occur as soon as practicable (reasonably practicable, subject to Buyer’s Regulatory Approval Process Rights, and in any event, at least five Business Days event prior to the Outside DateEnd Date (any such action or acceptance, a “Regulatory Concession”). Buyer and the Company shall not, and the Company shall cause each Acquired Entity not to, agree to any merger or acquisition of, or similar transaction by it or any of their respective Affiliates involving, any third-party broadline foodservice distributor if such merger, acquisition or transaction would reasonably be expected to prevent or materially delay or hinder obtaining the HSR Act Clearance or any other antitrust approval. In addition, Buyer agrees to (A) defend any action, suit or proceeding (including by appeal if necessary) that challenges any of the transactions contemplated by this Agreement or the other Transaction Agreements or which would otherwise prohibit, materially delay or materially impair the consummation of the transactions contemplated by this Agreement or the other Transaction Agreements and (B) seek to have lifted, vacated or reversed any Order entered by any Governmental Authority with respect to this Agreement or the other Transaction Agreements or the transactions contemplated hereby or thereby (with the timing thereof subject to Buyer’s Regulatory Approval Process Rights). Notwithstanding anything to the contrary in this Agreement (including this Section 6.03(a)) but without limiting Buyer’s obligations under this Section 6.03(a), the Company shall not, and shall cause the other Acquired Entities not to, consent or agree to, or consummate, any Regulatory Concession without Buyer’s prior written consent. (b) Notwithstanding anything to the contrary in this Agreement (including Section 6.03(a)), Buyer shall not be required to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, any action set forth in Section 6.03(b) of the Disclosure Schedule (any such action, a “Burdensome Condition”). (bc) If requested by Xxxxx in writing, the Company shall agree to any Regulatory Concession; provided that (i) none of Seller’s Affiliates shall be required to make any Regulatory Concession and (ii) neither the Company nor any of Sellers shall be required to agree to any Regulatory Concession that is not conditioned upon consummation of the transactions contemplated by this Agreement. (d) In furtherance and not in limitation of the foregoingSection 6.05, each of the Company Buyer and Parent each Seller shall (and Parent shall cause its Affiliates to) make (i) an appropriate filing Filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) as promptly as reasonably practicable and in any event within 10 15 Business Days after of the date hereof (unless and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the revised HSR Act and 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, however, if the applicable rules governing the form and information required in such filings under the HSR Act, published in the Federal Register on November 12, 2024, Act have materially changed and are in effect at the time such a filing would have to be made, in which case the filing date shall be extended until such time as the parties determine is reasonably practicable. (e) Subject to Applicable Law relating to the sharing of information, each Party shall (i) furnish the Parties with copies of all documents (except each Party’s HSR Act Notification and Report Form pursuant and any documents or portions thereof for which confidential treatment has been requested or given) and correspondence (A) prepared by or on behalf of such Party for any Governmental Authority and affording the other Party opportunity to the HSR Act shall be filed as promptly as reasonably practicable)comment and participate in responding, where appropriate and (B) received by or on behalf of such filings shall request early termination of Party from any applicable waiting period under the HSR ActGovernmental Authority, in each case, in connection with any Consent and (ii) use commercially reasonable efforts to consult with and keep the other Party hereto informed as to the status of such matters. Further, no Party shall, nor shall it permit any of its Representatives to, meet or engage in material conversations with any Governmental Authority or representative of such Governmental Authority in connection with obtaining any Consent unless, to the extent reasonably practicable, it consults with the other required filings pursuant Party in advance and, to applicable Competition Laws as promptly as practicable after the date hereofextent not precluded by Applicable Law or regulation or exempted by this Agreement, offers the other Party the opportunity to participate in such meeting or conversation. To facilitate these filingsSeller and Buyer shall not, each and shall cause their respective Affiliates not to, take, refrain from taking or cause to be taken any action that it is aware or should reasonably be aware would have the effect of delaying impairing or impeding the receipt of any Consents of Governmental Authorities. (f) Notwithstanding anything to the contrary contained in this Agreement, and without limiting any of the Company Parties’ respective obligations under this Section 6.03, Buyer shall have the right to take the lead in, and Parent shall set the overall strategy for, (i) subject to Section 6.03(a)(i), coordinating and Parent shall cause its Affiliates to) furnish to the other party as promptly as practicable making all information within its (Filings with or its Affiliates’) control requested by such other party and required for such other party to make any application or other filing to be made by it pursuant to any Applicable Law Governmental Authorities in connection with the transactions contemplated by this Agreement. Each hereby, and all other Consents of Parent Governmental Authorities that are necessary, appropriate or advisable to consummate the transactions contemplated hereby, (ii) obtaining the HSR Act Clearance and (iii) resolving any Claim with respect to any such Filing or Consent, in each case, including the Company shall respond strategy and timing (reasonably designed to obtain all regulatory approvals as promptly as practicable to any inquiries received from reasonably advisable in the FTC or the Antitrust Division or any other Governmental Authority for additional information or documentary material that may be requested pursuant to the HSR Act or any other applicable Competition Laws and shall use reasonable best efforts to promptly take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and, if applicable, any other Competition Laws as promptly as practicable. (c) If any objections are asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement under the HSR Act, or any other applicable Competition Law, or any other Applicable Law, or if any Proceeding is instituted or threatened by any Governmental Authority challenging any of the transactions contemplated by this Agreement, Parent and the Company shall take, or cause to be taken (including by causing their Affiliates to take), all actions necessary to resolve such objections or Proceedings as promptly as practicable and obtain any needed authorization, consent or approval of a Governmental Authority or avoid or eliminate any impediments under the HSR Act, any such other Competition Law, or other Applicable Law. Without limiting the foregoing, in connection with any such objection or Proceeding (including solely for the purposes of clause (G) of this Subsection 8.01(c), any Proceeding instituted or threatened by a Third Party), Parent shall, and shall cause its Subsidiaries and Affiliates to, (i) take any such actions as may be necessary to obtain any authorization, consent or approval of a Governmental Authority or to avoid or eliminate any impediments under the HSR Act, any such other Competition Law, or other Applicable Law so as to enable the consummation of the transactions hereby to occur no later than 5 Business Days prior to the Outside Date, including (A) agreeing to hold separate, sell, license, divest or otherwise dispose of any of the businesses or properties or assets of Parent, the Company or any of their respective Affiliates, (B) terminating, amending or assigning any existing relationships and contractual rights and obligations, (C) terminating any venture or other arrangement, (D) granting any right or commercial or other accommodation to, or entering into any contractual or other commercial relationship with, any Third Party, (E) imposing limitations on Parent, Merger Sub, the Company or any of their respective Affiliates with respect to how they own, retain, conduct or operate all or any portion of their respective businesses or assets, (F) effectuating any other change to, or restructuring of, Parent, the Company or any of their respective Affiliates, and (G) opposing (1) any administrative or judicial Proceeding that is initiated or threatened to be initiated challenging this Agreement or the consummation circumstances of the transactions contemplated hereby and in any event in advance of the End Date) of offering or agreeing to any Regulatory Concessions; provided that Buyer shall consult with Sellers and their respective legal counsel with respect to the foregoing and shall (including seeking to have any stay or temporary restraining order entered A) unless prohibited by any court or other Governmental Authority, include Sellers in all communications and meetings with any Governmental Authority vacated or reversed) and (2B) consider in good faith the views of Sellers and their respective legal counsel with respect to strategy and comments on any request for, the entry ofcommunications with, and seek to have vacated or terminatedpresentations and responses to, any Order Governmental Authority; provided, however, that, with respect to the matters described in each of the foregoing clauses (i)-(iii), in the event of a disagreement between the Parties, Buyer shall have the right to control and direct such matters consistent with, subject to and without limiting its obligations hereunder (Buyer’s rights under this Section 6.03(f), collectively, “Buyer’s Regulatory Approval Process Rights”); provided, further, that could nothing in this Section 6.03(f) shall be deemed to permit Buyer to take any action, or fail to take any action, that would or would reasonably be expected to restrain, prevent or materially delay the consummation of the transactions contemplated hereby, including in the case of either (1) or ‎(2), by defending through litigation any Proceeding brought by any Person in any court or before any Governmental Authority, and pursuing all available avenues of administrative and judicial appeal, in each case, as may be required (x) by the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under the HSR Act, any such other Competition Law, or any other Applicable Law or (y) by any domestic or foreign court or other tribunal in any Proceeding challenging such transactions as violative of any Competition Law or any other Applicable Laws, in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any Order that has the effect of restricting, preventing or prohibiting impair the consummation of the transactions contemplated by this Agreement and (ii) not take any action (including entering into or consummating any contracts or arrangements for an acquisition, however structured, of any ownership interest, assets or rights in any Person) if such action would (A) reasonably be expected to make it materially more likely that there would arise any impediments under any Competition Law or any other Applicable Laws that may be asserted by any Governmental Authority to the consummation of the Merger and the other transactions contemplated hereby as promptly as practicable or (B) impose any material delay in the expiration of any waiting period or obtaining of any approval from any Governmental Authority applicable to the transactions contemplated by this Agreement (the actions set forth in clauses ‎(A) through (F) of this Section 8.01(c)(i) referred to collectively as, “Regulatory Actions”); provided, however, that nothing in this Section 8.01(c) shall require Parent or its Subsidiaries to (and, except as otherwise permitted by Section 6.01, the Company and its Subsidiaries shall not, without Parent’s prior written consent) agree to or take any Regulatory Action with respect to any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or the Surviving Corporation (or any of their respective Affiliates), that generated in the aggregate EBITDA during the fiscal year ended December 31, 2024 in excess of $25,000,000 (the “Cap”), provided, however, that Parent can compel the Company to use its reasonable best efforts (and to cause the Company’s Subsidiaries to use their reasonable best efforts) to take any of the actions referred to in this sentence (or agree to take such actions) with respect to the assets, licenses, operations, rights, product lines, businesses or interests of the Company and its Subsidiaries so long as the effectiveness of such action is contingent upon the consummation of the transactions contemplated by this AgreementTransaction Agreements. (d) Each party shall (i) promptly notify the other parties of any substantive communication to that party from the FTC, the Antitrust Division, any State Attorney General or any other Governmental Authority regarding this Agreement or the transactions contemplated hereby and, subject to Applicable Law, permit the other parties to review, reasonably in advance, any written communication or presentation proposed to be submitted to any Governmental Authority with respect to the foregoing and consider in good faith any comments such other may party may provide thereto; (ii) not agree to participate in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning any competition or antitrust matters in connection with this Agreement or the Merger and the other transactions contemplated hereby unless in each case it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate thereat; and (iii) furnish the other parties with copies of all filings and material correspondences and communications (and memoranda setting forth the substance thereof) between them and their Affiliates and their respective representatives, on the one hand, and any Governmental Authority or members or their respective staffs, on the other hand, with respect to any Competition Laws in connection with this Agreement. The parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under any Competition Law. Notwithstanding anything to the contrary in this Agreement, and without limiting or expanding the rights and obligations set forth in this Section 8.01, Parent shall have the right to direct all matters with any Governmental Authority consistent with its obligations hereunder; provided that Parent reasonably consults with, and considers in good faith, the input of the Company; provided, further, that Parent shall not extend any waiting period under the HSR Act or under any other applicable Competition Law or enter into any agreement with the FTC or the Antitrust Division or any other Governmental Authority not to consummate the transactions contemplated by this Agreement without the prior written consent of the Company, which, in the case of the extending any such waiting period, shall not be unreasonably withheld. (e) Parent shall pay and be responsible for all filing fees incurred in connection with the matters contemplated by this Section 8.01.

Regulatory Undertakings. (a) Subject to the terms and conditions of this Agreement (including, for the avoidance of doubt, any actions taken by the Company permitted by ‎Section 6.02 or ‎Section 6.04)Agreement, the Company and Parent shall use reasonable best efforts to take, or cause to be taken (including by causing their Affiliates to take)taken, all actions (including instituting or defending any Proceeding), and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the transactions contemplated by this Agreement as soon as reasonably practicable (and in any event, at least five Business Days prior to the Outside Date)Agreement, including (i) preparing and filing as promptly as reasonably practicable with any Governmental Authority or other third party all documentation to effect all necessary, proper or advisable necessary filings, notices, petitions, statements, registrations, submissions of information, applications, applications and other documents; documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper, proper or advisable to consummate the transactions contemplated by this Agreement as soon as practicable (and in any event, at least five Business Days prior to the Outside Date)Agreement. (b) In furtherance and not in limitation of the foregoing, each of Parent and the Company and Parent shall (and Parent shall cause its Affiliates to) make (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) as promptly as reasonably practicable and in any event within 10 Business Days after the date hereof (unless the revised rules governing the form and information required in such filings under the HSR Act, published in the Federal Register on November 12, 2024, are in effect at the time such a filing would have to be made, in which case the Notification and Report Form pursuant to the HSR Act shall be filed as promptly as reasonably practicable), and such filings shall request early termination of any applicable waiting period under the HSR Act, and (ii) any other required filings pursuant to applicable Competition Laws as promptly as practicable after the date hereof. To facilitate these filings, each of the Company and Parent shall (and Parent shall cause its Affiliates to) furnish to the other party as promptly as practicable all information within its (or its Affiliates’) control requested by such other party and required for such other party to make any application or other filing to be made by it pursuant to any Applicable Law in connection with the transactions contemplated by this Agreement. Each of Parent and the Company shall (i) respond as promptly as practicable to any inquiries received from the FTC or the Antitrust Division or any other Governmental Authority for additional information or documentary material that may be requested pursuant documentation and to all inquiries and requests received from any State Attorney General or other Governmental Authority in connection with antitrust matters, and (ii) not extend any waiting period under the HSR Act or enter into any other applicable Competition Laws and shall use reasonable best efforts agreement with the FTC or the Antitrust Division not to promptly take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and, if applicable, any other Competition Laws as promptly as practicable. (c) If any objections are asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement under the HSR Act, or any other applicable Competition Law, or any other Applicable Law, or if any Proceeding is instituted or threatened by any Governmental Authority challenging any of consummate the transactions contemplated by this Agreement, Parent and except with the Company shall take, or cause to be taken (including by causing their Affiliates to take), all actions necessary to resolve such objections or Proceedings as promptly as practicable and obtain any needed authorization, prior written consent or approval of a Governmental Authority or avoid or eliminate any impediments under the HSR Act, any such other Competition Law, or other Applicable Law. Without limiting the foregoing, in connection with any such objection or Proceeding (including solely for the purposes of clause (G) of this Subsection 8.01(c), any Proceeding instituted or threatened by a Third Party), Parent shall, and shall cause its Subsidiaries and Affiliates to, (i) take any such actions as may be necessary to obtain any authorization, consent or approval of a Governmental Authority or to avoid or eliminate any impediments under the HSR Act, any such other Competition Law, or other Applicable Law so as to enable the consummation of the transactions hereby to occur no later than 5 Business Days prior to other parties hereto. At the Outside Date, including (A) agreeing to hold separate, sell, license, divest or otherwise dispose of any of the businesses or properties or assets request of Parent, the Company shall agree to divest, hold separate or otherwise take or commit to take any action that limits its freedom of their respective Affiliates, (B) terminating, amending or assigning any existing relationships and contractual rights and obligations, (C) terminating any venture or other arrangement, (D) granting any right or commercial or other accommodation action with respect to, or entering into any contractual or other commercial relationship withits ability to retain, any Third Partyof the businesses, (E) imposing limitations on Parentservices, Merger Sub, or assets of the Company or any of their respective Affiliates with respect to how they ownits Subsidiaries (but, retain, conduct or operate all or any portion of their respective businesses or assets, (F) effectuating any other change to, or restructuring of, Parentabsent such request, the Company or shall not take any of their respective Affiliatessuch action), and (G) opposing (1) provided that any administrative or judicial Proceeding that is initiated or threatened to such action shall be initiated challenging this Agreement or conditioned upon the consummation of the transactions contemplated hereby (including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed) and (2) any request for, the entry of, and seek to have vacated or terminated, any Order that could reasonably be expected to restrain, prevent or materially delay the consummation of the transactions contemplated hereby, including in the case of either (1) or ‎(2), by defending through litigation any Proceeding brought by any Person in any court or before any Governmental Authority, and pursuing all available avenues of administrative and judicial appeal, in each case, as may be required (x) by the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under the HSR Act, any such other Competition Law, or any other Applicable Law or (y) by any domestic or foreign court or other tribunal in any Proceeding challenging such transactions as violative of any Competition Law or any other Applicable Laws, in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any Order that has the effect of restricting, preventing or prohibiting the consummation of the transactions contemplated by this Agreement and (ii) not take any action (including entering into or consummating any contracts or arrangements for an acquisition, however structured, of any ownership interest, assets or rights in any Person) if such action would (A) reasonably be expected to make it materially more likely that there would arise any impediments under any Competition Law or any other Applicable Laws that may be asserted by any Governmental Authority to the consummation of the Merger Offer and the other transactions contemplated hereby as promptly as practicable or (B) impose any material delay in the expiration of any waiting period or obtaining of any approval from any Governmental Authority applicable to the transactions contemplated by this Agreement (the actions set forth in clauses ‎(A) through (F) of this Section 8.01(c)(i) referred to collectively as, “Regulatory Actions”); provided, however, that nothing in this Section 8.01(c) shall require Parent or its Subsidiaries to (and, except as otherwise permitted by Section 6.01, the Company and its Subsidiaries shall not, without Parent’s prior written consent) agree to or take any Regulatory Action with respect to any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or the Surviving Corporation (or any of their respective Affiliates), that generated in the aggregate EBITDA during the fiscal year ended December 31, 2024 in excess of $25,000,000 (the “Cap”), provided, however, that Parent can compel the Company to use its reasonable best efforts (and to cause the Company’s Subsidiaries to use their reasonable best efforts) to take any of the actions referred to in this sentence (or agree to take such actions) with respect to the assets, licenses, operations, rights, product lines, businesses or interests of the Company and its Subsidiaries so long as the effectiveness of such action is contingent upon the consummation of the transactions contemplated by this Agreement. (d) hereby. Each party shall (i) promptly notify the other parties party of any substantive written communication to that party from the FTC, the Antitrust Division, any State Attorney General or any other Governmental Authority regarding this Agreement or the transactions contemplated hereby and, subject to Applicable Law, permit the other parties party to review, reasonably review in advance, advance any proposed written communication or presentation proposed to be submitted to any Governmental Authority with respect to of the foregoing and consider in good faith any comments such other may party may provide theretoforegoing; (ii) to the extent practicable, not agree to participate in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning any competition or antitrust matters in connection with this Agreement or the Merger Offer and the other transactions contemplated hereby unless in each case it consults with the other parties party in advance and, to the extent permitted by such Governmental Authority, gives the other parties party the opportunity to attend and participate thereat; and (iii) furnish the other parties party with copies of all filings and material correspondences correspondence, filings, and communications (and memoranda setting forth the substance thereof) between them and their Affiliates affiliates and their respective representatives, Representatives on the one hand, and any Governmental Authority government or regulatory authority or members or their respective staffs, staffs on the other hand, with respect to any Competition Laws competition or antitrust matters in connection with this Agreement. . (c) The parties hereto Company will, and will cause its Affiliates and their respective Representatives to, consult with and cooperate with one another consider in good faith the views of Parent in connection with any material analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of the Company in connection with any party hereto meeting, communication or filing with the FDA or any corollary entity in any other jurisdiction. The Company shall notify Parent of any material communications with the FDA or any corollary entity in any other jurisdiction relating to proceedings under the Key Products, whether written or oral, as soon as reasonably practicable, and the Company shall provide Parent with copies of any Competition Lawsuch written communications. Notwithstanding anything To the extent practicable, the Company shall not agree to participate in any substantive meeting or discussion with the FDA or any corollary entity in any other jurisdiction unless it consults with Parent in advance and, to the contrary extent permitted by the FDA or any corollary entity in this Agreementany other jurisdiction and Applicable Law, gives Parent the opportunity to attend and participate thereat. The Company shall furnish Parent with copies of all material correspondence, filings, and without limiting or expanding communications between the rights Company and obligations set forth in this Section 8.01its Affiliates and their respective Representatives, Parent shall have on the right to direct all matters with any Governmental Authority consistent with its obligations hereunder; provided that Parent reasonably consults withone hand, and considers the FDA or any corollary entity in good faithany other jurisdiction or their respective staffs, on the other hand. From time to time and at the reasonable request of Parent, the input Company shall provide Parent with updates concerning the progress of the Company; provided’s regulatory filings and strategy for obtaining necessary regulatory Approvals to market and sell the Key Products. Except to the extent required by Applicable Law or any listing agreement with or rule of any national securities exchange, further, that the Company shall consult with Parent shall not extend prior to making any waiting period under public statement or issuing any press release regarding the HSR Act status of any regulatory filings concerning the Key Products with the FDA or under any corollary entity in any other applicable Competition Law or enter into any agreement with jurisdiction. Notwithstanding the FTC or foregoing provisions in this ‎Section 7.01(c), the Antitrust Division or any other Governmental Authority not Company shall maintain sole authority over its business decisions and communications prior to consummate the transactions contemplated by this Agreement without the prior written consent of Closing, and the Company, which, in the case of the extending any such waiting period, ’s obligations under this ‎Section 7.01(c) shall not be unreasonably withheldsubject to Applicable Law. (e) Parent shall pay and be responsible for all filing fees incurred in connection with the matters contemplated by this Section 8.01.

Regulatory Undertakings. (a) Subject Each of the Company, Parent and Merger Subsidiary shall cooperate with each other and use (and shall cause their respective Subsidiaries to the terms and conditions of this Agreement (including, for the avoidance of doubt, any actions taken by the Company permitted by ‎Section 6.02 or ‎Section 6.04), the Company and Parent shall use use) its reasonable best efforts to (i) take, or cause to be taken (including by causing their Affiliates to take)taken, all actions (including instituting or defending any Proceeding)appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under any Applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement as soon as reasonably practicable (and in any event, at least five Business Days prior to the Outside Date), including (i) preparing and filing as promptly as reasonably practicable with any Governmental Authority or other third party all documentation to effect all necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applications, and other documents; and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations, and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper, or advisable to consummate the transactions contemplated by this Agreement as soon as practicable (and in any event, at least five Business Days prior to the Outside Date). (b) In furtherance and not in limitation of the foregoing, each of the Company and Parent shall (and Parent shall cause its Affiliates to) make (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) as promptly as reasonably practicable and in any event within 10 Business Days after the date hereof (unless the revised rules governing the form and information required in such filings under the HSR Act, published in the Federal Register on November 12, 2024, are in effect at the time such a filing would have to be made, in which case the Notification and Report Form pursuant to the HSR Act shall be filed Merger as promptly as reasonably practicable), and such filings shall request early termination of any applicable waiting period under the HSR Act, and (ii) obtain from any other Governmental Authorities any consents, licenses, permits, waivers, clearances, approvals, authorizations or orders required filings pursuant to applicable Competition Laws as promptly as practicable after be obtained or made by Parent, Merger Subsidiary or the date hereof. To facilitate these filings, each Company or any Subsidiary of the Company and Parent shall Company, or avoid any Legal Proceeding by any Governmental Authority (and Parent shall cause its Affiliates to) furnish to the other party as promptly as practicable all information within its (or its Affiliates’) control requested by such other party and required for such other party to make any application or other filing to be made by it pursuant to any Applicable Law including, without limitation, those in connection with the transactions contemplated by this Agreement. Each of Parent and the Company shall respond as promptly as practicable to any inquiries received from the FTC or the Antitrust Division or any other Required Governmental Authority for additional information or documentary material that may be requested pursuant to the HSR Act or any other applicable Competition Laws and shall use reasonable best efforts to promptly take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and, if applicable, any other Competition Laws as promptly as practicable. (c) If any objections are asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement under the HSR Act, or any other applicable Competition Law, or any other Applicable Law, or if any Proceeding is instituted or threatened by any Governmental Authority challenging any of the transactions contemplated by this Agreement, Parent and the Company shall take, or cause to be taken (including by causing their Affiliates to takeApprovals), all actions necessary to resolve such objections or Proceedings as promptly as practicable and obtain any needed authorization, consent or approval of a Governmental Authority or avoid or eliminate any impediments under the HSR Act, any such other Competition Law, or other Applicable Law. Without limiting the foregoing, in connection with any such objection or Proceeding (including solely for the purposes of clause (G) of this Subsection 8.01(c), any Proceeding instituted or threatened by a Third Party), Parent shall, and shall cause its Subsidiaries and Affiliates to, (i) take any such actions as may be necessary to obtain any authorization, consent or approval execution and delivery of a Governmental Authority or to avoid or eliminate any impediments under the HSR Act, any such other Competition Law, or other Applicable Law so as to enable the consummation of the transactions hereby to occur no later than 5 Business Days prior to the Outside Date, including (A) agreeing to hold separate, sell, license, divest or otherwise dispose of any of the businesses or properties or assets of Parent, the Company or any of their respective Affiliates, (B) terminating, amending or assigning any existing relationships and contractual rights and obligations, (C) terminating any venture or other arrangement, (D) granting any right or commercial or other accommodation to, or entering into any contractual or other commercial relationship with, any Third Party, (E) imposing limitations on Parent, Merger Sub, the Company or any of their respective Affiliates with respect to how they own, retain, conduct or operate all or any portion of their respective businesses or assets, (F) effectuating any other change to, or restructuring of, Parent, the Company or any of their respective Affiliates, and (G) opposing (1) any administrative or judicial Proceeding that is initiated or threatened to be initiated 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 Authority vacated or reversed) and (2) any request for, the entry of, and seek to have vacated or terminated, any Order that could reasonably be expected to restrain, prevent or materially delay the consummation of the transactions contemplated hereby, including in the case of either (1) or ‎(2), by defending through litigation any Proceeding brought by any Person in any court or before any Governmental Authority, and pursuing all available avenues of administrative and judicial appeal, in each case, as may be required (x) by the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under the HSR Act, any such other Competition Law, or any other Applicable Law or (y) by any domestic or foreign court or other tribunal in any Proceeding challenging such transactions as violative of any Competition Law or any other Applicable Laws, in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any Order that has the effect of restricting, preventing or prohibiting the consummation of the transactions contemplated by this Agreement and (ii) not take any action (including entering into or consummating any contracts or arrangements for an acquisition, however structured, of any ownership interest, assets or rights in any Person) if such action would (A) reasonably be expected to make it materially more likely that there would arise any impediments under any Competition Law or any other Applicable Laws that may be asserted by any Governmental Authority to the consummation of the Merger and the other transactions contemplated hereby as promptly as practicable or (B) impose any material delay in the expiration of any waiting period or obtaining of any approval from any Governmental Authority applicable to the transactions contemplated by this Agreement (the actions set forth in clauses ‎(A) through (F) of this Section 8.01(c)(i) referred to collectively as, “Regulatory Actions”); provided, however, that nothing in this Section 8.01(c) shall require Parent or its Subsidiaries to (and, except as otherwise permitted by Section 6.01, the Company and its Subsidiaries shall not, without Parent’s prior written consent) agree to or take any Regulatory Action with respect to any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or the Surviving Corporation (or any of their respective Affiliates), that generated in the aggregate EBITDA during the fiscal year ended December 31, 2024 in excess of $25,000,000 (the “Cap”), provided, however, that Parent can compel the Company to use its reasonable best efforts (and to cause the Company’s Subsidiaries to use their reasonable best efforts) to take any of the actions referred to in this sentence (or agree to take such actions) with respect to the assets, licenses, operations, rights, product lines, businesses or interests of the Company and its Subsidiaries so long as the effectiveness of such action is contingent upon the consummation of the transactions contemplated by this Agreement. , including those contemplated with respect to the Financing, (diii) Each party shall as promptly as is reasonably practicable but in any event within ten (i10) promptly notify the other parties of any substantive communication to that party Business Days from the FTCdate hereof (other than those set forth on Section 1.01(c) of the Company Disclosure Letter which shall be made within 30 days from the date hereof and the Team Telecom Agencies and CFIUS filings) make or cause to be made the applications or filings required to be made by Parent, Merger Subsidiary, the Antitrust DivisionCompany and the Subsidiaries of the Company under or with respect to the Required Governmental Approvals or any other Applicable Laws in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger, and pay any State Attorney General fees due in connection with such applications or filings, (iv) comply at the earliest reasonably practicable date with any request under or with respect to the Required Governmental Approvals and any such other Applicable Laws for additional information, documents or other materials received by Parent or the Company from the Federal Trade Commission, the Department of Justice, the FCC, CFIUS, the Team Telecom Agencies or any other Governmental Authority regarding in connection with such applications or filings or the Merger, (v) defend any Legal Proceedings challenging this Agreement or the transactions contemplated hereby andconsummation of the Merger and (vi) coordinate and cooperate with, subject and give due consideration to Applicable Lawall reasonable additions, permit deletions or changes suggested by the other parties to reviewparty in connection with, reasonably in advance, making (A) any written communication filing under or presentation proposed to be submitted to any Governmental Authority with respect to the foregoing and consider in good faith Required Governmental Approvals or any comments such other may Applicable Laws and (B) any filings, conferences or other submissions related to resolving any investigation or other inquiry by any Governmental Authority. Each of the Company and Parent shall use its reasonable best efforts to, and cause their respective Subsidiaries to, furnish to the other party may provide thereto; all information necessary (iiincluding, but not limited to, information about or from their respective direct or indirect owners) not agree for any such application or other filing to be made in connection with the Merger. Each of the Company and Parent shall promptly inform the other of any material communication with, and any proposed understanding, undertaking or agreement with, any Governmental Authority regarding any such application or filing. If a party hereto intends to independently participate in any substantive meeting or discussion with any Governmental Authority in respect of any such filings, investigation or inquiry concerning any competition or antitrust matters in connection with this Agreement or the Merger and other inquiry, then such party shall give the other transactions contemplated hereby unless party reasonable prior notice of such meeting and invite representatives of the other party to participate in each case it consults the meeting with the other parties in advance and, to the extent permitted Governmental Authority unless prohibited by such Governmental Authority, gives the other parties the opportunity to attend and participate thereat; and (iii) furnish the other parties with copies of all filings and material correspondences and communications (and memoranda setting forth the substance thereof) between them and their Affiliates and their respective representatives, on the one hand, and any Governmental Authority or members or their respective staffs, on the other hand, with respect to any Competition Laws in connection with this Agreement. The parties hereto will consult shall coordinate and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with all meetings and Legal Proceedings under or relating to proceedings under any Competition Lawsuch application or filing. Notwithstanding anything to the contrary in any other provision of this Agreement, (I) Parent agrees to take any and without limiting all actions and to make any and all undertakings necessary to avoid or expanding the rights eliminate each and obligations set forth in this Section 8.01, Parent shall have the right to direct all matters with every impediment under any Applicable Law that may be asserted by any Governmental Authority consistent with its obligations hereunder; provided that Parent reasonably consults with(including, and considers in good faithwithout limitation, the input of the Company; provided, further, that Parent shall not extend any waiting period under the HSR Act or under any other applicable Competition Law or enter into any agreement with the FTC or the Antitrust Division or any other Governmental Authority not to consummate the transactions contemplated by this Agreement without the prior written consent of the Company, which, in the case of the extending any such waiting period, shall not be unreasonably withheld. (e) Parent shall pay and be responsible for all filing fees incurred those in connection with the matters contemplated by Required Governmental Approvals) 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), provided that nothing in this Section 8.01.8.01 or elsewhere in this Agreement shall require Parent to (i) take or agree to take any action with respect to (A) any of its Affiliates (other than the Company or its Subsidiaries) or any direct or indirect portfolio companies of investment funds advised or managed by one or more Affiliates of Parent or any investment funds advised or managed by one or more Affiliates of Parent, including selling, divesting, conveying, holding separate, or otherwise limiting its freedom of action with respect to any assets, rights, products, licenses, businesses, operations, or interest therein, of any such Affiliates or any direct or indirect portfolio companies of investment funds advised or managed by one or more Affiliates of Parent or any investment funds advised or managed by one or more Affiliates of Parent or (B) the selling, divesting, conveying or holding

Regulatory Undertakings. (a) Subject to the terms and conditions of this Agreement (including, for the avoidance of doubt, any actions taken by the Company permitted by ‎Section 6.02 or ‎Section 6.04)Agreement, the Company and Parent shall use reasonable best efforts (except where a different efforts standard is specifically contemplated by this Agreement, in which case such different standard shall apply) to take, or cause to be taken (including by causing their Affiliates to take)taken, all actions (including instituting or defending any Proceeding), and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the transactions contemplated by this Agreement as soon as reasonably practicable (and in any event, at least five Business Days prior to the Outside Date)Transactions, including (i) preparing and filing as promptly as reasonably practicable with any Governmental Authority or other third party Third Party all documentation to effect all necessary, proper or advisable necessary filings, notices, petitions, statements, registrations, 58 #92864921v30 submissions of information, applications, applications and other documents; documents and (ii) obtaining and maintaining all approvals, consentsConsents, registrations, permits, authorizations, Orders, waivers, non-objections and other confirmations required to be obtained from (A) any Governmental Authority that are necessary, proper or advisable to consummate the Transactions including (x) under the HSR Act and (y) those listed on Schedule 8.01 to this Agreement (the “Requisite Regulatory Approvals”) and (B) any other Third Party that are necessary, proper or advisable to consummate the Transactions. Parent acknowledges and agrees that its obligation pursuant to this Section 8.01 includes divestitures, hold separate arrangements, the termination, assignment, novation or modification of contracts or other business relationships or business areas, the acceptance of restrictions on business operations, the entry into other commitments (including those set forth on Section 8.01(x) of the Company Disclosure Schedule) and limitations, and litigation, including with Governmental Authorities, to obtain the approvals, Consents, registrations, permits, authorizations, Orders, waivers, non-objections and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper, or advisable to consummate the transactions contemplated hereby; provided, that, if requested by this Agreement Parent, the Company and any of its Subsidiaries will become subject to, consent to, or offer or agree to, or otherwise take any of the foregoing actions so long as soon as practicable such action is only binding on the Company or such Subsidiary after the Closing (and in any eventthe event that the Closing occurs); provided further that, at least five Business Days prior unless requested by Parent pursuant to the Outside Date). (b) In furtherance and not in limitation immediately foregoing proviso, neither the Company nor any of its Subsidiaries will, without the prior written consent of Parent, become subject to, consent to, or offer or agree to, or otherwise take any of the foregoingforegoing actions if the taking of any or all such actions would, each individually or in the aggregate, result in a Materially Burdensome Regulatory Condition (as defined below). Notwithstanding the foregoing or any other provision of this Agreement, Parent shall not be required to (x) take or commit to take any action that would reasonably be expected to result in changes to the business of the Company and or any of its Subsidiaries or of Parent shall (and Parent shall cause or any of its Affiliates to) make (i) an appropriate filing Subsidiaries that, if in effect at the start of a Notification and Report Form pursuant to fiscal year 2019, would have resulted in the HSR Act with respect to the transactions contemplated hereby with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division reduction of the United States Department revenues of Justice the Company, its Subsidiaries, Parent and/or its Subsidiaries, by an amount in excess of $25,000,000 in the aggregate, in the 2019 fiscal year or (y) take or commit to take any actions that would result in incremental payments, costs or expenditures (including reasonable counsel and advisor fees) by the “Antitrust Division”) as promptly as reasonably practicable and in any event within 10 Business Days Company, its Subsidiaries, Parent and/or its Subsidiaries, on or after the date hereof (unless the revised rules governing the form and information required in such filings under the HSR Actbut excluding any payments, published in the Federal Register on November 12, 2024, are in effect at the time such a filing would have to be made, in which case the Notification and Report Form pursuant to the HSR Act shall be filed as promptly as reasonably practicable), and such filings shall request early termination of any applicable waiting period under the HSR Act, and (ii) any other required filings pursuant to applicable Competition Laws as promptly as practicable after the date hereof. To facilitate these filings, each of the Company and Parent shall (and Parent shall cause its Affiliates to) furnish to the other party as promptly as practicable all information within its (costs or its Affiliates’) control requested by such other party and required for such other party to make any application or other filing to be made by it pursuant to any Applicable Law expenditures otherwise incurred in connection with the transactions contemplated by this Agreement. Each of Parent and the Company shall respond as promptly as practicable to any inquiries received from the FTC or the Antitrust Division or any other Governmental Authority for additional information or documentary material that may be requested pursuant to the HSR Act or any other applicable Competition Laws and shall use reasonable best efforts to promptly take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and, if applicable, any other Competition Laws as promptly as practicable. (c) If any objections are asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement under the HSR Act, or any other applicable Competition Law, or any other Applicable Law, or if any Proceeding is instituted or threatened by any Governmental Authority challenging any of the transactions contemplated by this Agreement, Parent and the Company shall take, or cause to be taken (including by causing their Affiliates to take), all actions necessary to resolve such objections or Proceedings as promptly as practicable and obtain any needed authorization, consent or approval of a Governmental Authority or avoid or eliminate any impediments under the HSR Act, any such other Competition Law, or other Applicable Law. Without limiting the foregoing, in connection with any such objection or Proceeding (including solely for the purposes of clause (G) of this Subsection 8.01(c), any Proceeding instituted or threatened by a Third Party), Parent shall, and shall cause its Subsidiaries and Affiliates to, (i) take any such actions as may be necessary to obtain any authorization, consent or approval of a Governmental Authority or to avoid or eliminate any impediments under the HSR Act, any such other Competition Law, or other Applicable Law so as to enable the consummation of the transactions hereby to occur no later than 5 Business Days prior to the Outside Date, including (A) agreeing to hold separate, sell, license, divest or otherwise dispose of any of the businesses or properties or assets of Parent, the Company or any of their respective Affiliates, (B) terminating, amending or assigning any existing relationships and contractual rights and obligations, (C) terminating any venture or other arrangement, (D) granting any right or commercial or other accommodation to, or entering into any contractual or other commercial relationship with, any Third Party, (E) imposing limitations on Parent, Merger Sub, the Company or any of their respective Affiliates with respect to how they own, retain, conduct or operate all or any portion of their respective businesses or assets, (F) effectuating any other change to, or restructuring of, Parent, the Company or any of their respective Affiliates, and (G) opposing (1) any administrative or judicial Proceeding that is initiated or threatened to be initiated 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 Authority vacated or reversed) and (2) any request forTransaction), the entry of, and seek to have vacated or terminated, any Order that could reasonably be expected to restrain, prevent or materially delay the consummation in excess of the transactions contemplated hereby, including $12,500,000 in the case of either (1) or ‎(2), by defending through litigation any Proceeding brought by any Person aggregate in any court or before any Governmental Authority, fiscal year (a “Materially Burdensome Regulatory Condition”) (it being understood and pursuing all available avenues of administrative and judicial appeal, in each case, as may agreed that Parent shall be required (x) by the applicable Governmental Authority in order obligated to resolve such objections as such Governmental Authority may have to such transactions under the HSR Act, take any such other Competition Law, or any other Applicable Law or (y) by any domestic or foreign court or other tribunal in any Proceeding challenging such transactions as violative of any Competition Law or any other Applicable Laws, in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any Order that has the effect of restricting, preventing or prohibiting the consummation of the transactions contemplated by this Agreement and (ii) not take any action (including entering into or consummating any contracts or arrangements for an acquisition, however structured, of any ownership interest, assets or rights in any Person) if such action would actions (A) reasonably be expected that result in changes to make it materially more likely that there would arise any impediments under any Competition Law the business of the Company or any other Applicable Laws that may be asserted by any Governmental Authority to the consummation of the Merger and the other transactions contemplated hereby as promptly as practicable its Subsidiaries or (B) impose any material delay in the expiration of any waiting period or obtaining of any approval from any Governmental Authority applicable to the transactions contemplated by this Agreement (the actions set forth in clauses ‎(A) through (F) of this Section 8.01(c)(i) referred to collectively as, “Regulatory Actions”); provided, however, that nothing in this Section 8.01(c) shall require Parent or its Subsidiaries to (andthat, except as otherwise permitted by Section 6.01if in effect at the start of fiscal year 2019, the Company and its Subsidiaries shall not, without Parent’s prior written consent) agree to or take any Regulatory Action with respect to any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or the Surviving Corporation (or any of their respective Affiliates), that generated would have resulted in the aggregate EBITDA during reduction of the fiscal year ended December 31revenues of the Company, 2024 its Subsidiaries, Parent and/or its Subsidiaries, by an amount not in excess of $25,000,000 in the aggregate, in the 2019 fiscal year and (the “Cap”)B) that would not result in incremental payments, provided, however, that Parent can compel the Company costs or expenditures (including reasonable counsel and advisor fees) to use its reasonable best efforts (and to cause the Company’s Subsidiaries to use their reasonable best efforts) to take , its Subsidiaries, Parent and/or its Subsidiaries, on or after the date hereof (but excluding any of the actions referred to in this sentence (payments, costs or agree to take such actions) with respect to the assets, licenses, operations, rights, product lines, businesses or interests of the Company and its Subsidiaries so long as the effectiveness of such action is contingent upon the consummation of the transactions contemplated by this Agreement. (d) Each party shall (i) promptly notify the other parties of any substantive communication to that party from the FTC, the Antitrust Division, any State Attorney General or any other Governmental Authority regarding this Agreement or the transactions contemplated hereby and, subject to Applicable Law, permit the other parties to review, reasonably in advance, any written communication or presentation proposed to be submitted to any Governmental Authority with respect to the foregoing and consider in good faith any comments such other may party may provide thereto; (ii) not agree to participate in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning any competition or antitrust matters expenditures otherwise incurred in connection with this Agreement or the Merger and the other transactions contemplated hereby unless in each case it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate thereat; and (iii) furnish the other parties with copies of all filings and material correspondences and communications (and memoranda setting forth the substance thereof) between them and their Affiliates and their respective representatives, on the one hand, and any Governmental Authority or members or their respective staffs, on the other hand, with respect to any Competition Laws in connection with this Agreement. The parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under any Competition Law. Notwithstanding anything to the contrary in this Agreement, and without limiting or expanding the rights and obligations set forth in this Section 8.01, Parent shall have the right to direct all matters with any Governmental Authority consistent with its obligations hereunder; provided that Parent reasonably consults with, and considers in good faith, the input consummation of the Company; provided, further, that Parent shall not extend any waiting period under the HSR Act or under any other applicable Competition Law or enter into any agreement with the FTC or the Antitrust Division or any other Governmental Authority not to consummate the transactions contemplated by this Agreement without the prior written consent of the Company, whichTransaction), in excess of $12,500,000 in the case of the extending aggregate in any such waiting period, shall not be unreasonably withheld. (e) Parent shall pay and be responsible for all filing fees incurred in connection with the matters contemplated by this Section 8.01.fiscal year. 59 #92864921v30