Common use of Written Consent; Information Statement Clause in Contracts

Written Consent; Information Statement. (a) Promptly following the execution and delivery of this Agreement, the Company shall, in accordance with applicable Law and the Company’s Charter Documents, furnish to the Majority Stockholders a form of irrevocable Written Consent in form and substance reasonably satisfactory to Investor evidencing Company Stockholder Approval and shall recommend (subject to the provisions of Section 9.13(b) that the Majority Stockholders sign and approve the Written Consent as furnished, subject only to ensuring that all shares of Common Stock owned by each Majority Stockholder are owned of record by such Majority Stockholder on the record date for the Written Consent, to be established by the Board, which record date shall be not more than 20 Business Days following the date of this Agreement. The Company shall comply with the DGCL, the Company’s Charter Documents and the Exchange Act (including Regulation 14C and Schedule 14C promulgated thereunder) in connection with the Written Consent, including (i) delivering the Information Statement (as defined below) to the Company’s stockholders as required pursuant to the Exchange Act, and (ii) as promptly as reasonably practicable after the execution and delivery of the Written Consent, and in accordance with Section 228 of the DGCL, giving written notice of the taking of the actions described in the Written Consent to all other holders of Common Stock. (b) As promptly as reasonably practicable, but in any event within ten (10) Business Days following the date hereof, the Company shall prepare and file with the Commission an information statement containing the information specified in Schedule 14C under the Exchange Act with respect to the Written Consent and the transactions approved thereby (such information statement in its definitive form, the “Information Statement”). The Information Statement shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act. The Company shall provide Investor with a reasonable opportunity to review and comment on the Information Statement and any communications prior to filing such with the Commission and will promptly provide Investor with a copy of such filing and communications made with the Commission. The Company shall use its reasonable best efforts to have the preliminary Information Statement cleared by the Commission as promptly as practicable after such filing. (c) The Company shall, as promptly as practicable after receipt thereof, provide the Investor copies of any written comments, and advise the Investor of any oral comments, with respect to the Information Statement received from the Commission, and advise the Investor of any request by the Commission for amendment of the Information Statement. The Company shall provide Investor with a reasonable opportunity to review and comment on any amendment or supplement to the Information Statement and any communications prior to filing such with the Commission and will promptly provide Investor with a copy of all such filings and communications made with the Commission. (d) If at any time prior to the Closing, any event or change occurs, or information is discovered, with respect to the Company, or any of its Affiliates, the Majority Stockholders, officers or directors, which should, in the Company’s reasonable discretion upon advice of counsel, be set forth in an amendment of, or supplement to, the Information Statement in order to ensure such document does not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company shall file as promptly as practicable with the Commission an amendment of, or supplement to, the Information Statement and, to the extent required by Law, disseminate the information contained in such amendment or supplement to the holders of Common Stock. If at any time prior to the Closing, any event or change occurs, or information is discovered, with respect to the Investor, or any of its Affiliates, members, officers or directors which, if not described or included in the Information Statement, should be described or included in the Information Statement in order to ensure such document does not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Investor shall promptly so notify the Company and provide full particulars with respect to such information. In the event the Company, upon the advice of counsel, determines that such information should be included in the Information Statement, the Company shall file as promptly as practicable with the Commission an amendment of, or supplement to, the Information Statement and, to the extent required by Law, disseminate the information contained in such amendment or supplement to the holders of Common Stock. (e) The Company shall use its reasonable efforts to have the Information Statement cleared by the Commission as promptly as practicable after the filing thereof, and the Company will cause the Information Statement to be mailed to the holders of Common Stock as promptly as practicable, but in any event within five (5) Business Days, after the date it is cleared by the Commission and the record date for the Written Consent has occurred.

Written Consent; Information Statement. (a) Promptly following If (i) the execution and delivery adoption of this AgreementAgreement by the Company’s stockholders is required by applicable Laws in order to consummate the Merger because the Threshold Condition is not satisfied and (ii) the Minimum Condition and the other Tender Offer Conditions were satisfied or waived (subject to the limitations in the proviso in Section 2.1(b)) at the Expiration Date, the Company shallthen, unless this Agreement has been terminated pursuant to Section 8.1, in accordance with applicable Law and the DGCL, the Company’s Charter Organizational Documents, furnish the Exchange Act, and any applicable rules and regulations of the NYSE, the Company, in consultation with Purchaser and Sub, shall as promptly as practicable after the Expiration Date, for the purpose of consenting to the Majority Stockholders a form matters requiring the approval of irrevocable stockholders, obtain the approval of such matters by written consent of each member of the Purchaser Group holding shares of Class A Common Stock, including Sub (the “Written Consent”), and Purchaser shall cause Sub, Principal and their respective Affiliates to promptly execute and deliver the Written Consent to the Company but in no event later than two (2) Business Days after the Expiration Date. Purchaser and the other members of the Purchaser Group holding shares of Class A Common Stock, including Sub, shall execute and deliver the Written Consent in form and substance reasonably satisfactory to Investor evidencing Company Stockholder Approval and shall recommend (subject to accordance with Section 228 of the provisions DGCL voting all Shares of Section 9.13(b) that the Majority Stockholders sign and approve the Written Consent as furnished, subject only to ensuring that all shares of Class A Common Stock owned by each Majority Stockholder are owned of record by such Majority Stockholder on the record date for the Written Consent, to be established held by the Board, which record date shall be not more than 20 Business Days following the date Purchaser Group in favor of adoption of this AgreementAgreement and approval of the Merger. The Company shall comply with the DGCL, the Company’s Charter Documents and Organizational Documents, the Exchange Act (including Regulation 14C and Schedule 14C promulgated thereunder) the applicable rules and regulations of the NYSE in connection with the Written Consent, including (i) preparing and delivering the Information Statement (as defined below) to the Company’s stockholders as required pursuant to the Exchange Act, Act and Section 6.7(b) and (ii) as promptly as reasonably practicable after the execution and delivery of the Written Consent, and in accordance with Section 228 of the DGCL, giving written prompt notice of the taking of the actions described in the Written Consent in accordance with Section 228 of the DGCL to all other holders of Common StockStock not executing the Written Consent, together with any additional information required by the DGCL, including a description of the appraisal rights of holders of Common Stock available under Section 262 of the DGCL. (b) As promptly as reasonably practicableSubject to the other provisions of this Agreement including the prior termination of this Agreement pursuant to Section 8.1, but after the Expiration Date, if the Company has an obligation under Section 6.7(a) to prepare the Information Statement (even if a Change in any event within ten (10Recommendation has occurred) Business Days following and has received the date hereofWritten Consent approving the Merger in accordance with Section 228 of the DGCL, the Company, with the assistance of Purchaser, shall prepare, and the Company shall prepare and file with the Commission an information statement containing SEC, the preliminary Information Statement in form and substance reasonably satisfactory to each of the Company and Purchaser relating to the Merger and the Contemplated Transactions. Purchaser shall cooperate with the Company in the preparation of the preliminary Information Statement and the definitive Information Statement and shall furnish to the Company the information specified in Schedule 14C under the Exchange Act with respect relating to the Written Consent it and the transactions approved thereby (such information statement in its definitive form, the “Information Statement”). The Information Statement shall comply as to form in all material respects with the applicable provisions of the Securities Act and Sub required by the Exchange Act. The Company shall provide Investor with a reasonable opportunity to review and comment on the Information Statement and any communications prior to filing such with the Commission and will promptly provide Investor with a copy of such filing and communications made with the Commission. The Company shall use its reasonable best efforts efforts, after consultation with Purchaser, to have the preliminary Information Statement cleared by the Commission respond as promptly as practicable after such filing. (c) The Company shall, as promptly as practicable after receipt thereof, provide to any comments of the Investor copies of any written comments, SEC and advise the Investor of any oral comments, with respect to cause the Information Statement received in definitive form to be mailed to the Company’s stockholders at the earliest practicable time. The Company shall notify Purchaser promptly of the receipt of any comments from the Commission, SEC or its staff and advise the Investor of any request by the Commission SEC or its staff for amendment of any amendments or supplements to the preliminary Information Statement or the definitive Information Statement. The , and the Company and Purchaser shall provide Investor with a reasonable opportunity to review and comment on any amendment or supplement to the Information Statement and any communications prior to cooperate in filing such with the Commission SEC or its staff, and will promptly provide Investor with a copy of all such filings and communications made with the Commission. (d) If at any time prior to the Closing, any event or change occurs, or information is discovered, with respect to the Company, or any of its Affiliates, the Majority Stockholders, officers or directors, which should, in the Company’s reasonable discretion upon advice of counsel, be set forth in an amendment of, or supplement to, the Information Statement in order to ensure such document does not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingif required, the Company shall file mail to its stockholders, as promptly as practicable with the Commission an amendment of, or supplement to, the Information Statement and, to the extent required by Law, disseminate the information contained in such amendment or supplement to the holders of Common Stock. If at any time prior to the Closing, any event or change occurs, or information is discovered, with respect to the Investor, or any of its Affiliates, members, officers or directors which, if not described or included in the Information Statement, should be described or included in the Information Statement in order to ensure such document does not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Investor shall promptly so notify the Company and provide full particulars with respect to such information. In the event the Company, upon the advice of counsel, determines that such information should be included in the Information Statement, the Company shall file as promptly as practicable with the Commission an amendment of, or supplement to, the Information Statement and, to the extent required by Law, disseminate the information contained in such amendment or supplement to the holders of Common Stock. (e) The Company shall use its reasonable efforts to have the Information Statement cleared by the Commission as promptly as practicable after the filing thereof, and the Company will cause the Information Statement to be mailed to the holders of Common Stock as promptly as reasonably practicable, but in any event within five (5) Business Days, after the date it is cleared by the Commission and the record date for the Written Consent has occurredsuch amendments or supplements.

Written Consent; Information Statement. (a) Promptly The EDR Parties shall use their reasonable best efforts to obtain and deliver to TKO PubCo the duly executed countersignature pages to the Written Consent by the Specified Stockholders as soon as practicable following the execution and delivery of this Agreementagreement, the Company shall, but in accordance with applicable Law and the Company’s Charter Documents, furnish to the Majority Stockholders a form of irrevocable Written Consent in form and substance reasonably satisfactory to Investor evidencing Company Stockholder Approval and shall recommend any event within twelve (subject to the provisions of Section 9.13(b12) that the Majority Stockholders sign and approve the Written Consent as furnished, subject only to ensuring that all shares of Common Stock owned by each Majority Stockholder are owned of record by such Majority Stockholder on the record date for the Written Consent, to be established by the Board, which record date shall be not more than 20 Business Days hours following the date of this Agreementexecution hereof. The Company shall comply with the DGCL, the Company’s Charter Documents and the Exchange Act (including Regulation 14C and Schedule 14C promulgated thereunder) in In connection with the Written Consent, including (i) delivering the Information Statement (as defined below) TKO PubCo shall take all actions necessary or advisable to the Company’s stockholders as required pursuant to the Exchange Actcomply in all material respects, and (ii) as promptly as reasonably practicable after shall comply in all material respects, with the execution and delivery of the Written ConsentDGCL including Section 228 thereof, and in accordance with Section 228 the Governing Documents of the DGCL, giving written notice of the taking of the actions described in the Written Consent to all other holders of Common StockTKO PubCo. (b) As TKO PubCo shall prepare, and, after approval by the EDR Parties (which shall not be unreasonably withheld, delayed or conditioned), file (with the assistance and cooperation of the EDR Parties as reasonably requested by TKO PubCo) with the SEC, as promptly as reasonably practicablepracticable after the TKO Stockholder Approval has been obtained pursuant to the Written Consent, but in any event within ten (10) Business Days following the date hereof, the Company shall prepare and file with the Commission an a written information statement of the type contemplated by Rule 14c-2 of the Exchange Act containing (i) the information specified in Schedule 14C under the Exchange Act with respect to concerning the Written Consent and the transactions approved thereby Transaction and (such information statement ii) the notice of action by written consent required by Section 228(e) of the DGCL (including any amendment or supplement thereto or any additional filing required in its definitive formaccordance with the provisions of Section 5.09(c), the “Information Statement”). The Information Statement shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act. The Company shall provide Investor with a reasonable opportunity to review and comment on the Information Statement and any communications prior to filing such with the Commission and will promptly provide Investor with a copy of such filing and communications made with the Commission. The Company shall use its reasonable best efforts to have the preliminary Information Statement cleared by the Commission as promptly as practicable after such filing. (c) The Company shall, as promptly as practicable after receipt thereof, Each of the TKO Parties and the EDR Parties shall provide the Investor copies other party and their respective outside legal counsel and other Representatives a reasonable opportunity to participate in any discussions or meetings with the SEC (or portions of any written comments, such discussions or meetings) that relate to the Information Statement. Each of the TKO Parties and advise the Investor EDR Parties shall promptly notify the other parties of the receipt of any oral comments, comments from the SEC with respect to the Information Statement received from the Commission, and advise the Investor of any request by the Commission SEC for any amendment or supplement thereto or for additional information and shall promptly provide to the other parties copies of all correspondence between such party or any of its Representatives and the SEC with respect to the Information Statement. The TKO Parties and the EDR Parties shall use their respective reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Information Statement from the SEC, including by preparing any additional filings required by the SEC or pursuant to applicable Law (provided, that, for the avoidance of doubt, prior to responding to any comments of the SEC or making any additional filings required by the SEC, the TKO Parties and the EDR Parties shall provide each other with a reasonable opportunity to consult and review such responses or filings and TKO PubCo shall consider in good faith any comments on such responses or filings), and TKO PubCo shall cause the definitive Information Statement (and any other such additional required filings) to be mailed (including by electronic delivery if permitted) to the stockholders of TKO PubCo as promptly as possible after confirmation from the SEC that it will not review, or that it has completed its review of, the Information Statement, which confirmation will be deemed to occur if the SEC has not affirmatively notified TKO PubCo prior to the tenth (10th) day after making the initial filing of the preliminary Information Statement that the SEC will or will not be reviewing the Information Statement. (d) TKO PubCo, TKO and the EDR Parties shall ensure that none of the information supplied by it for inclusion in the Information Statement will, at the date of mailing (including by electronic delivery if permitted) to stockholders of TKO PubCo, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The EDR Parties shall provide TKO PubCo with such information of the EDR Parties and the Transferred Entities as is customarily included in an information statement prepared in connection with a transaction of the type contemplated by this Agreement or as otherwise required by Law, requested by the SEC or its staff, or as TKO PubCo may reasonably request, in each case, sufficiently in advance of the mailing of the Information Statement. The Company shall provide Investor Notwithstanding anything in this Section 5.09 to the contrary, TKO PubCo assumes no responsibility with respect to information supplied in writing by or on behalf of the EDR Parties, the Transferred Entities or their respective Representatives for inclusion or incorporation by reference in the Information Statement. (e) If any information relating to TKO PubCo, TKO, the EDR Parties or the Transferred Entities, or any of their respective Affiliates or its or their respective Representatives, should be discovered by a reasonable opportunity to review and comment on any party hereto, which information should be set forth in an amendment or supplement to the Information Statement and any communications prior to filing such with the Commission and will promptly provide Investor with a copy of all such filings and communications made with the Commission. (d) If at any time prior to the Closing, any event or change occurs, or information is discovered, with respect to the Company, or any of its Affiliates, the Majority Stockholders, officers or directors, which should, in the Company’s reasonable discretion upon advice of counsel, be set forth in an amendment of, or supplement to, so that the Information Statement in order to ensure such document does would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were are made, not misleading, the Company party that discovers such information shall file as promptly as practicable with following such discovery notify the Commission an amendment ofother party or parties (as the case may be) and after such notification, or supplement to, the Information Statement and, as and to the extent required by applicable Law, disseminate (i) TKO PubCo shall promptly prepare (with the information contained assistance and approval of the EDR Parties as provided for in such this Section 5.09) an amendment or supplement to the holders of Common Stock. If at any time prior to the Closing, any event or change occurs, or information is discovered, with respect to the Investor, or any of its Affiliates, members, officers or directors which, if not described or included in the Information Statement, should be described or included in the Information Statement in order to ensure such document does not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Investor and (ii) TKO PubCo shall promptly so notify the Company and provide full particulars with respect to such information. In the event the Company, upon the advice of counsel, determines that such information should be included in the Information Statement, the Company shall file as promptly as practicable with the Commission an amendment of, or supplement to, the Information Statement and, to the extent required by Law, disseminate the information contained in such amendment or supplement to the holders of Common Stock. (e) The Company shall use its reasonable efforts to have the Information Statement cleared by the Commission as promptly as practicable after the filing thereof, and the Company will cause the Information Statement as so amended or supplemented to be mailed filed with the SEC and to be disseminated to its stockholders. TKO PubCo shall provide the holders EDR Parties with a reasonable opportunity to consult and review drafts of Common Stock as promptly as practicable, but the Information Statement and shall consider in good faith any event within five (5) Business Days, after the date it is cleared comments provided by the Commission and the record date for the Written Consent has occurredEDR Parties on such drafts.

Written Consent; Information Statement. (a) Promptly following Sellers and the execution and delivery Company understand that, under the rules of this Agreementthe NYSE American, the Company shall, issuance by the Buyer of the Stock Consideration pursuant to this Agreement is subject to the prior approval or consent of holders of a majority of the outstanding shares of Buyer’s common stock entitled to vote thereon (the “Buyer Stockholder Approval”). Buyer will use its reasonable best efforts to obtain from specified stockholders the written consent to approve the issuance of the Stock Consideration in accordance with applicable Law and the Company’s Charter Documents, furnish to rules of the Majority Stockholders a form of irrevocable Written Consent in form and substance reasonably satisfactory to Investor evidencing Company Stockholder Approval and shall recommend (subject to the provisions of Section 9.13(b) that the Majority Stockholders sign and approve the Written Consent as furnished, subject only to ensuring that all shares of Common Stock owned by each Majority Stockholder are owned of record by such Majority Stockholder on the record date for the Written Consent, to be established by the Board, which record date shall be not more than 20 Business Days following the date of this Agreement. The Company shall comply with the DGCL, the Company’s Charter Documents and the Exchange Act (including Regulation 14C and Schedule 14C promulgated thereunder) in connection with the Written Consent, including (i) delivering the Information Statement (as defined below) to the Company’s stockholders as required pursuant to the Exchange Act, and (ii) NYSE American as promptly as reasonably practicable after the execution and delivery of the Written Consent, and in accordance with Section 228 of the DGCL, giving written notice of the taking of the actions described in the Written Consent to all other holders of Common Stockdate hereof. (b) As Buyer shall prepare and file (with the assistance and cooperation of Sellers and the Company as reasonably requested by Xxxxx) with the SEC, as promptly as reasonably practicable, but in any event within ten (10) Business Days following practicable after the date hereof, but in no event later than the Company shall prepare and file with 30th day following the Commission an date of this Agreement, a written information statement of the type contemplated by Rule 14c-2 of the Exchange Act containing (i) the information specified in Schedule 14C under the Exchange Act with respect to concerning the Written Consent Contemplated Transaction, and (ii) the transactions approved thereby notice of action by written consent required by Section 228(e) of the DGCL (such information statement in its definitive form, the “Information Statement”). The Information Statement Buyer shall comply as to form in all material respects with the applicable provisions ensure that none of the Securities Act and the Exchange Act. The Company shall provide Investor with a reasonable opportunity to review and comment on information supplied by it for inclusion in the Information Statement and will, at the date of mailing (including by electronic delivery if permitted) to stockholders of Buyer, contain any communications prior to filing such with the Commission and will promptly provide Investor with a copy of such filing and communications made with the Commission. The Company shall use its reasonable best efforts to have the preliminary Information Statement cleared by the Commission as promptly as practicable after such filing. (c) The Company shall, as promptly as practicable after receipt thereof, provide the Investor copies of any written comments, and advise the Investor of any oral comments, with respect to the Information Statement received from the Commission, and advise the Investor of any request by the Commission for amendment of the Information Statement. The Company shall provide Investor with a reasonable opportunity to review and comment on any amendment or supplement to the Information Statement and any communications prior to filing such with the Commission and will promptly provide Investor with a copy of all such filings and communications made with the Commission. (d) If at any time prior to the Closing, any event or change occurs, or information is discovered, with respect to the Company, or any of its Affiliates, the Majority Stockholders, officers or directors, which should, in the Company’s reasonable discretion upon advice of counsel, be set forth in an amendment of, or supplement to, the Information Statement in order to ensure such document does not include any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, the Company shall file as promptly as practicable with the Commission an amendment ofhowever, or supplement to, the Information Statement and, to the extent required by Law, disseminate the information contained in such amendment or supplement to the holders of Common Stock. If at any time prior to the Closing, any event or change occurs, or information is discovered, that Buyer assumes no responsibility with respect to information supplied in writing by or on behalf of the Investor, Company or any of its Affiliates, members, officers or directors which, if not described or included the Sellers for inclusion in the Information Statement, should be described or included in the Information Statement in order to ensure such document does not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Investor shall promptly so notify the Company and provide full particulars with respect to such information. In the event the Company, upon the advice of counsel, determines that such information should be included in the Information Statement, the Company shall file as promptly as practicable with the Commission an amendment of, or supplement to, the Information Statement and, to the extent required by Law, disseminate the information contained in such amendment or supplement to the holders of Common Stock. (e) The Company shall use its reasonable efforts to have the Information Statement cleared by the Commission as promptly as practicable after the filing thereof, and the Company will cause the Information Statement to be mailed to the holders of Common Stock as promptly as practicable, but in any event within five (5) Business Days, after the date it is cleared by the Commission and the record date for the Written Consent has occurred.

Written Consent; Information Statement. (a) Promptly Immediately (but in no event more than 24 hours after the execution and delivery of this Agreement) following the execution and delivery of this Agreement, the Company shall, in accordance shall use its commercially reasonable efforts to obtain the Written Consent from the Majority Stockholder and deliver the same to Parent. The Company shall comply with applicable Law and the Company’s Charter Documents, furnish to the Majority Stockholders a form of irrevocable Written Consent in form and substance reasonably satisfactory to Investor evidencing Company Stockholder Approval and shall recommend (subject to the provisions of Section 9.13(b) that the Majority Stockholders sign and approve the Written Consent as furnished, subject only to ensuring that all shares of Common Stock owned by each Majority Stockholder are owned of record by such Majority Stockholder on the record date for the Written Consent, to be established by the Board, which record date shall be not more than 20 Business Days following the date of this Agreement. The Company shall comply with the DGCL, the Company’s Charter Organizational Documents and the Exchange Act (including Regulation 14C and Schedule 14C promulgated thereunder) in connection with the Written Consent, including (i) delivering giving notice of the Information Statement (as defined below) availability of dissenters’ rights in accordance with Section 262 of the DGCL to the Company’s stockholders as required pursuant to the Exchange Act, and (ii) as promptly as reasonably practicable after the execution and delivery holders of Company Common Shares not executing the Written Consent, together with any additional information required by the DGCL. The parties agree and acknowledge that the Written Consent shall be void and of no further effect if this Agreement is terminated in accordance with Section 228 of the DGCL, giving written notice of the taking of the actions described in the Written Consent to all other holders of Common Stockterms and conditions hereof. (b) As promptly as reasonably practicable, practicable after delivery to the Company and Parent of the Written Consent (but in any event within ten (10) event, no more than 30 Business Days following the date hereof), the Company, with the assistance of Parent and the Majority Stockholder, shall prepare, and the Company shall file with the SEC, the preliminary Information Statement in form and substance reasonably satisfactory to each of the Company and the Majority Stockholder relating to the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub shall reasonably cooperate with the Company in the preparation of the preliminary Information Statement, the definitive Information Statement and any amendments or supplements thereto and shall promptly (and in any event within five days of the Company’s request therefor) furnish to the Company the information relating to Parent and Merger Sub required by the Exchange Act for inclusion therein. Prior to filing with the SEC, the Company shall prepare provide Parent, Merger Sub and file with the Commission an information statement containing the information specified in Schedule 14C under the Exchange Act with respect to the Written Consent and the transactions approved thereby (such information statement in its definitive form, the “Information Statement”). The Information Statement shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act. The Company shall provide Investor with their counsel a reasonable opportunity to review and comment on the Information Statement and shall reasonably consider in good faith for inclusion in the Information Statement any communications prior to filing such with the Commission and will promptly provide Investor with comments made by Parent, Merger Sub or their counsel that are provided in a copy of such filing and communications made with the Commissiontimely manner. The Company shall use its reasonable best efforts efforts, after consultation with the Majority Stockholder and Parent, to have the preliminary Information Statement cleared by the Commission respond as promptly as practicable after such filing. (c) The Company shall, as promptly as practicable after receipt thereof, provide to any comments of the Investor copies of any written comments, and advise the Investor of any oral comments, SEC with respect to the Information Statement received and to cause the Information Statement in definitive form to be mailed to the holders of Company Common Shares as promptly as reasonably practicable. The Company shall notify the Majority Stockholder and Parent promptly (and in any event no more than one (1) Business Day after) of the receipt of any comments from the Commission, SEC or its staff and advise the Investor of any request by the Commission SEC or its staff for amendment of any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and the Company, Parent and the Majority Stockholder shall cooperate in filing with the SEC or its staff, and if required, the Company shall mail to the holders of Company Common Shares, as promptly as reasonably practicable, such amendment or supplement. The Prior to filing with the SEC, the Company shall provide Investor with Parent, Merger Sub and their counsel a reasonable opportunity to review and comment on any such amendments or supplements to the Information Statement and shall reasonably consider in good faith for inclusion in any amendments or supplements any comments made by Parent, Merger Sub or their counsel that are provided in a timely manner. If at any time prior to the Closing any event shall occur, or fact or information shall be discovered, that should be set forth in an amendment or supplement to the Information Statement and any communications prior to filing such with the Commission and will promptly provide Investor with a copy of all such filings and communications made with the Commission. (d) If at any time prior to the Closing, any event or change occurs, or information is discovered, with respect to the Company, or any of its Affiliates, the Majority Stockholders, officers or directors, which should, in the Company’s reasonable discretion upon advice of counsel, be set forth in an amendment of, or supplement to, the Information Statement in order to ensure so that such document does would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and the Company shall prepare and file with the SEC such amendment or supplement, in consultation with and subject to review by the Majority Stockholder and Parent as promptly as practicable with the Commission an amendment of, or supplement to, the Information Statement and, to the extent required by Law, disseminate the information contained in cause such amendment or supplement to the holders of Common Stock. If at any time prior to the Closing, any event or change occurs, or information is discovered, with respect to the Investor, or any of its Affiliates, members, officers or directors which, if not described or included in the Information Statement, should be described or included in the Information Statement in order to ensure such document does not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Investor shall promptly so notify the Company and provide full particulars with respect to such information. In the event the Company, upon the advice of counsel, determines that such information should be included in the Information Statement, the Company shall file as promptly as practicable with the Commission an amendment of, or supplement to, the Information Statement and, to the extent required by Law, disseminate the information contained in such amendment or supplement disseminated to the holders of the Company Common Stock. (e) Shares; provided that the Company shall incorporate any and all comments received by it from the Majority Stockholder, unless prohibited by Law, and shall reasonably consider in good faith all comments received from Parent, Merger Sub or their counsel. The Company shall use its reasonable efforts provide the Majority Stockholder, Parent and their respective counsel the opportunity to have participate in all discussions or meetings (whether in-person, telephonic or otherwise) with the Information Statement cleared SEC, unless prohibited by Law. Notwithstanding the Commission as promptly as practicable after foregoing, in the filing thereofevent that this Agreement is terminated in accordance with the terms and conditions hereof, and the Company will cause the Information Statement to parties shall not be mailed to the holders of Common Stock as promptly as practicable, but in any event within five (5) Business Daysrequired, after the date it is cleared by of termination, to prepare, file and mail the Commission and the record date for the Written Consent has occurredInformation Statement pursuant to this Section 5.4(b).

Written Consent; Information Statement. (a) Promptly following the execution and delivery of this Agreement, the Company shall, in accordance with applicable Law and the Company’s Charter Documents, furnish to the Majority Stockholders a form of irrevocable Written Consent in form and substance reasonably satisfactory to Investor evidencing Company Stockholder Approval and shall recommend (subject to the provisions of Section 9.13(b) that the Majority Stockholders sign and approve the Written Consent as furnished, subject only to ensuring that all shares of Common Stock owned by each Majority Stockholder are owned of record by such Majority Stockholder on the record date for the Written Consent, to be established by the Board, which record date shall be not more than 20 Business Days following the date of this Agreement. The Company shall comply with the DGCL, the Company’s Charter Documents and the Exchange Act (including Regulation 14C and Schedule 14C promulgated thereunder) in connection with the Written Consent, including (i) delivering the Information Statement (as defined below) to the Company’s stockholders as required pursuant to the Exchange Act, and (ii) as promptly as reasonably practicable after the execution and delivery of the Written Consent, and in accordance with Section 228 of the DGCL, giving written notice of the taking of the actions described in the Written Consent to all other holders of Common Stock. (b) As promptly as reasonably practicable, but in any event within ten (10) Business Days following the date hereof, the Company shall prepare and file with the Commission an information statement containing the information specified in Schedule 14C under the Exchange Act with respect to the Written Consent and the transactions approved thereby (such information statement in its definitive form, the “Information Statement”). The Information Statement shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act. The Company shall provide Investor with a reasonable opportunity to review and comment on the Information Statement and any communications prior to filing such with the Commission and will promptly provide Investor with a copy of such filing and communications made with the Commission. The Company shall use its reasonable best efforts to have obtain a duly executed counterpart to the preliminary Information Statement cleared by Company Shareholder Approval from each Holder as expeditiously as possible after the Commission as effectiveness of the Registration Statement, and the Company shall promptly as practicable after deliver such filingexecuted counterparts to LIVK. The materials submitted to such Holders in connection with soliciting counterparts to the Company Shareholder Approval shall include the unanimous recommendation of the Company Board that such Holders vote their Company Shares in favor of the adoption of this Agreement, the Merger and the transactions contemplated hereby. (cb) If any Holder does not sign the Company Shareholder Approval within two Business Days following the time at which the Registration Statement is declared effective under the Securities Act, the Company shall promptly prepare and deliver an information statement (the “Information Statement”) to Holders who have not executed such Company Shareholder Approval for purposes of informing them of the transactions contemplated hereby, receipt of the Company Stockholder Approval and such other information as may be required to be included therein by Applicable Law, including any historical financial statements and other financial information reasonably requested to be included therein by LIVK. The Company shall, as promptly as practicable after receipt thereof, will provide the Investor copies a draft of such Information Statement and any written commentsamendment or supplement thereto to LIVK and its counsel no later than three Business Days prior to delivery thereof to Holders, and advise shall take into account in good faith any reasonable comments made by LIVK and its counsel thereon; provided that LIVK shall in no way be responsible for any of the Investor of any oral comments, with respect to the Information Statement received from the Commission, and advise the Investor of any request by the Commission for amendment content of the Information Statement. The Company shall provide Investor with a reasonable opportunity to review and comment on any amendment or supplement to the Information Statement and any communications prior to filing such with the Commission and will promptly provide Investor with a copy of all such filings and communications made with the Commission. (d) If at any time prior to the Closing, any event or change occurs, or information is discovered, with respect to the Company, or any of its Affiliates, the Majority Stockholders, officers or directors, which should, in the Company’s reasonable discretion upon advice of counsel, be set forth in an amendment of, or supplement to, the Information Statement in order to ensure such document does not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company shall file as promptly as practicable with the Commission an amendment of, or supplement to, the Information Statement and, to the extent required by Law, disseminate the information contained in such amendment or supplement to the holders of Common Stock. If at any time prior to the Closing, any event or change occurs, or information is discovered, with respect to the Investor, or any of its Affiliates, members, officers or directors which, if not described or included in the Information Statement, should be described or included in the Information Statement in order to ensure such document does not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Investor shall promptly so notify the Company and provide full particulars with respect to such information. In the event the Company, upon the advice of counsel, determines that such information should be included in the Information Statement, the Company shall file as promptly as practicable with the Commission an amendment of, or supplement to, the Information Statement and, to the extent required by Law, disseminate the information contained in such amendment or supplement to the holders of Common Stock. (e) The Company shall use its reasonable efforts to have the Information Statement cleared by the Commission as promptly as practicable after the filing thereof, and the Company will cause the Information Statement to be mailed to the holders of Common Stock as promptly as practicable, but in any event within five (5) Business Days, after the date it is cleared by the Commission and the record date for the Written Consent has occurred.

Written Consent; Information Statement. (a) Promptly following the execution and delivery of this Agreement, the Company shallshall to take all action necessary and appropriate, in accordance with applicable Law the DGCL, to (i) seek and the Company’s Charter Documentsobtain, furnish to the Majority Stockholders a form of irrevocable Written Consent in form and substance reasonably satisfactory to Investor evidencing Company Stockholder Approval and shall recommend (subject to the provisions of Section 9.13(b) that the Majority Stockholders sign and approve as promptly as possible using its reasonable best efforts, the Written Consent as furnishedfrom the Principal Stockholders, subject only to ensuring that all shares of Common Stock owned by each Majority Stockholder are owned of record by such Majority Stockholder on the record date for the Written Consent, to be established by the Board, which record date shall be not more than 20 Business Days following the date of this Agreement. The Company shall comply with the DGCL, the Company’s Charter Documents and the Exchange Act (including Regulation 14C and Schedule 14C promulgated thereunder) in connection with the Written Consent, including (i) delivering the Information Statement (as defined below) to the Company’s stockholders as required pursuant to the Exchange Act, and (ii) as promptly as reasonably practicable after deliver prompt notice to the execution and delivery holders of the Company Common Stock not executing the Written Consent of the action taken by the Written Consent, and in accordance with Section 228 (iii) inform the holders of the DGCL, giving written notice of the taking of the actions described in Company Common Stock not executing the Written Consent of their respective appraisal rights with respect to all other holders the shares of the Company Common Stock. (b) As promptly as reasonably practicable, but in any event within ten (10) Business Days practicable following the date hereofof this Agreement, the Company shall prepare and file with the Commission an SEC a written information statement containing the information specified in Schedule 14C under the Exchange Act with respect to and concerning the Written Consent Consent, the Merger, and the other transactions approved thereby contemplated by this Agreement (such information statement in its definitive form, the “Information Statement”). The Information Statement Parent shall comply as to form in all material respects reasonably cooperate with the applicable provisions Company, including providing information reasonably necessary to the Company regarding Parent and Merger Sub, in the Company’s preparation of the Securities Act and the Exchange ActInformation Statement. The Company shall provide Investor Parent with a reasonable opportunity to review and comment on the Information Statement and any communications prior to filing such with the Commission and will promptly provide Investor with a copy of such filing and communications made with the Commissionfiling. The Company shall use its reasonable best efforts to have the preliminary Information Statement cleared by the Commission as promptly as reasonably practicable (and after such filing. (cconsultation with the Parent) The Company shall, as promptly as practicable after receipt thereof, provide to respond to any comments made by the Investor copies of any written comments, and advise the Investor of any oral comments, SEC with respect to the Information Statement received from the Commission, and advise the Investor of any request by the Commission for amendment of the Information Statement. The Company shall provide Investor Parent with a reasonable opportunity to review and comment on any amendment responses to comments from the SEC on the Information Statement or supplement any amendments or supplements to the Information Statement and any communications prior to the filing of such with responses, amendments or supplements. The Company shall use reasonable best efforts to cause the Commission and will Information Statement to be mailed to the stockholders of the Company as promptly provide Investor with a copy of all such filings and communications made with as reasonably practicable after (1) confirmation from the CommissionSEC that it has no further comments on the Information Statement or (2) confirmation from the SEC that the Information Statement is otherwise not to be reviewed. (dc) If If, at any time prior to the ClosingEffective Time, any event information relating to Parent or change occurs, or information is discovered, with respect to the Company, Company or any of its Affiliates, their respective Affiliates is discovered by Parent or the Majority Stockholders, officers or directors, which should, in the Company’s reasonable discretion upon advice of counsel, Company that should be set forth in an amendment of, or supplement to, to any of the Information Statement in order to ensure so that such document does would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company shall file party discovering this information shall, as promptly as practicable with reasonably practicable, notify the Commission an amendment of, or supplement to, the Information Statement other parties to this Agreement and, to the extent required by Law, disseminate Parent and the information contained in such Company shall cause an appropriate amendment or supplement to the holders of Common Stock. If at any time prior to the Closingdescribing this information, any event or change occurs, or information is discovered, with respect to the Investor, or any of its Affiliates, members, officers or directors which, if not described or included in the Information Statement, should be described or included in the Information Statement in order to ensure such document does not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Investor shall promptly so notify the Company and provide full particulars with respect to such information. In the event the Company, upon the advice of counsel, determines that such information should be included in the Information Statement, the Company shall file as promptly as practicable reasonably practicable, to be filed with the Commission an amendment of, or supplement to, the Information Statement SEC and, to the extent required by Law, disseminate the information contained in such amendment or supplement disseminated to the holders stockholders of Common Stockthe Company. (e) The Company shall use its reasonable efforts to have the Information Statement cleared by the Commission as promptly as practicable after the filing thereof, and the Company will cause the Information Statement to be mailed to the holders of Common Stock as promptly as practicable, but in any event within five (5) Business Days, after the date it is cleared by the Commission and the record date for the Written Consent has occurred.

Written Consent; Information Statement. (a) Promptly following the execution and delivery of this Agreement, and in no event later than twenty four (24) hours after such execution and delivery, the Series A Holders shall deliver to the Company shall, in accordance with applicable Law and the Company’s Charter Documents, furnish to the Majority Stockholders a form of irrevocable Written Consent in form and substance reasonably satisfactory to Investor evidencing Company Stockholder Approval and shall recommend (subject to the provisions of Section 9.13(b) that the Majority Stockholders sign and approve Parent the Written Consent as furnished, subject only to ensuring that all shares satisfying the Company Required Vote. Notwithstanding the delivery of Common Stock owned by each Majority Stockholder are owned of record by such Majority Stockholder on the record date for the Written Consent, the Company Board may take and continue (and the Written Consent may provide that the Company Board may take and continue), as a board or through any duly constituted committee, all actions contemplated by Section 5.03 or otherwise by this Agreement with respect to be established by the Board, which record date shall be not more than 20 Business Days following the date of this Agreementany Acquisition Proposal. The Company shall comply with the DGCLNRS, the Company’s Charter Documents and the Company Bylaws and the Exchange Act (including Regulation 14C and Schedule 14C promulgated thereunder) in connection with the Written Consent, including (i) preparing and delivering the Information Statement (as defined below) to the Company’s stockholders holders of Company Capital Stock as required pursuant to by the Exchange Act, Act and Section 5.02(b) below and (ii) as promptly as reasonably practicable after giving notice of the execution and delivery availability of dissenters’ rights in accordance with Section 92A.430 of the NRS to the holders of Company Capital Stock not executing the Written Consent, together with any additional information required by the NRS. The parties agree and acknowledge that the Written Consent shall be void and of no further effect simultaneously upon any termination of this Agreement in accordance with Section 228 of the DGCL, giving written notice of the taking of the actions described in the Written Consent to all other holders of Common Stockterms hereto. (b) As promptly as reasonably practicable, but practicable after delivery to the Company and Parent of the Written Consent (and in any event within ten fourteen (1014) Business Days following calendar days after the date hereof), the Company, with the reasonable cooperation of Parent and the Series A Holders, shall prepare, and the Company shall prepare and file with the Commission an information statement containing SEC, the information specified preliminary Information Statement in Schedule 14C under form and substance reasonably satisfactory to each of the Exchange Act with respect Company, Parent and the Series A Holders relating to the Written Consent Merger and the other transactions approved thereby (such information statement contemplated hereby. Parent, Merger Sub and the Series A Holders shall cooperate with the Company in its definitive formthe preparation of the preliminary Information Statement, the “Information Statement”). The Information Statement shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act. The Company shall provide Investor with a reasonable opportunity to review and comment on the definitive Information Statement and any communications prior amendments thereto. Parent and Merger Sub shall furnish to filing such with the Commission Company the information relating to Parent and will promptly provide Investor with a copy of such filing Merger Sub required by the Exchange Act, and communications made with the CommissionSeries A Holders shall furnish to the Company the information relating to the Series A Holders required by the Exchange Act. The Company shall use its reasonable best efforts efforts, after consultation with Parent and the Series A Holders, to have the preliminary Information Statement cleared by the Commission respond as promptly as practicable after such filing. (c) The Company shall, as promptly as practicable after receipt thereof, provide to any comments of the Investor copies of any written comments, and advise the Investor of any oral comments, SEC with respect to the Information Statement, to cause the Information Statement received to be promptly filed with the SEC in definitive form under the Exchange Act and to promptly cause the Information Statement in definitive form to be mailed to the holders of Company Capital Stock as promptly as reasonably practicable (and in any event within five (5) Business Days after the latest of (i) confirmation from the CommissionSEC that it has no further comments on the preliminary Information Statement, (ii) confirmation from the SEC that the preliminary Information Statement is otherwise not to be reviewed, or (iii) expiration of the ten (10) calendar day period after preliminary filing in the event the SEC does not notify the Company of its intention to comment on the preliminary Information Statement); provided, however, that the Company shall consider any reasonable comments received by it from Parent or the Series A Holders, unless prohibited by Law. The Company shall notify Parent and advise the Investor Series A Holders promptly (and in any event no more than one (1) Business Day after) of the receipt of any comments from the SEC or its staff and of any request by the Commission SEC or its staff for amendment of any amendments or supplements to the preliminary Information Statement or the definitive Information Statement. The , and the Company, Parent and the Series A Holders shall cooperate in filing with the SEC or its staff, and if required, the Company shall provide Investor with a reasonable opportunity mail to review and comment on the holders of Company Capital Stock, as promptly as reasonably practicable, such amendment or supplement. If at any time prior to the Closing any event shall occur, or fact or information shall be discovered, that should be set forth in an amendment or supplement to the Information Statement and any communications prior to filing such with the Commission and will promptly provide Investor with a copy of all such filings and communications made with the Commission. (d) If at any time prior to the Closing, any event or change occurs, or information is discovered, with respect to the Company, or any of its Affiliates, the Majority Stockholders, officers or directors, which should, in the Company’s reasonable discretion upon advice of counsel, be set forth in an amendment of, or supplement to, the Information Statement in order to ensure so that such document does would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and the Company shall prepare and file with the SEC such amendment or supplement, in consultation with and subject to review by Parent and the Series A Holders as promptly as practicable with the Commission an amendment of, or supplement to, the Information Statement and, to the extent required by Law, disseminate the information contained in cause such amendment or supplement to the holders of Common Stock. If at any time prior to the Closing, any event or change occurs, or information is discovered, with respect to the Investor, or any of its Affiliates, members, officers or directors which, if not described or included in the Information Statement, should be described or included in the Information Statement in order to ensure such document does not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Investor shall promptly so notify the Company and provide full particulars with respect to such information. In the event the Company, upon the advice of counsel, determines that such information should be included in the Information Statement, the Company shall file as promptly as practicable with the Commission an amendment of, or supplement to, the Information Statement and, to the extent required by Law, disseminate the information contained in such amendment or supplement disseminated to the holders of Common the Company Capital Stock. (e) ; provided, however, that the Company shall consider any and all reasonable comments received by it from Parent or the Series A Holders, unless prohibited by Law. The Company shall use its reasonable efforts to have the Information Statement cleared by the Commission as promptly as practicable after the filing thereof, provide Parent and the Company will cause Series A Holders and their respective counsel the Information Statement opportunity to participate in all discussions or meetings (whether in-person, telephonic or otherwise) with the SEC. Notwithstanding the foregoing, in the event that this Agreement is terminated in accordance with the terms and conditions hereof, the parties shall not be mailed to the holders of Common Stock as promptly as practicable, but in any event within five (5) Business Daysrequired, after the date it is cleared by of termination, to prepare, file and mail the Commission and the record date for the Written Consent has occurredInformation Statement pursuant to this Section 5.02(b).

Written Consent; Information Statement. (a) Promptly following the execution and delivery of this Agreement, the Company shall, in accordance with applicable Law and the Company’s Charter Documents, furnish to the Majority Stockholders a form of irrevocable Written Consent in form and substance reasonably satisfactory to Investor evidencing Company Stockholder Approval and shall recommend (subject to the provisions of Section 9.13(b) that the Majority Stockholders sign and approve the Written Consent as furnished, subject only to ensuring that all shares of Common Stock owned by each Majority Stockholder are owned of record by such Majority Stockholder on the record date for the Written Consent, to be established by the Board, which record date shall be not more than 20 Business Days following the date of this Agreement. The Company shall comply with the DGCL, the Company’s Charter Documents and the Exchange Act (including Regulation 14C and Schedule 14C promulgated thereunder) in connection with the Written Consent, including (i) delivering the Information Statement (as defined below) to the Company’s stockholders as required pursuant to the Exchange Act, and (ii) as promptly as reasonably practicable after the execution and delivery of the Written Consent, and in accordance with Section 228 of the DGCL, giving written notice of the taking of the actions described in the Written Consent to all other holders of Common Stock. (b) As promptly as reasonably reasonable practicable, but in any event within ten five (105) Business Days following the date hereof, the Company shall prepare and file with the Commission an SEC a preliminary information statement containing the information specified in Schedule 14C under the Exchange 1934 Act with respect to the Written Consent and the transactions approved thereby (such information statement in its definitive form, the “Information Statement”). The Information Statement shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange 1934 Act. The Company shall provide Investor with a reasonable opportunity to review and comment on the Information Statement and any communications prior to filing such with the Commission SEC and will promptly provide Investor with a copy of such filing and communications made with the CommissionSEC. The Company shall use its reasonable best efforts to have the preliminary Information Statement cleared by the Commission SEC as promptly as practicable after such filing. (cii) The Company shall, as promptly as practicable after receipt thereof, provide the Investor copies of any written comments, and advise the Investor of any oral comments, with respect to the Information Statement received from the CommissionSEC, and advise the Investor of any request by the Commission SEC for amendment of the Information Statement. The Company shall provide Investor with a reasonable opportunity to review and comment on any amendment or supplement to the Information Statement and any communications prior to filing such with the Commission SEC and will promptly provide Investor with a copy of all such filings and communications made with the CommissionSEC. (diii) If at any time prior to the Closingtime, any event or change occurs, or information is discovered, with respect to the Company, or any of its Affiliatesaffiliates, the Majority Stockholders, officers or directors, which should, in the Company’s reasonable discretion upon advice of counsel, be set forth in an amendment of, or supplement to, the Information Statement in order to ensure such document does not include any misstatement of a material fact or omit to state any material fact necessary to make the statements statement therein, in light of the circumstances under which they were made, not misleading, the Company shall file as promptly as practicable with the Commission SEC an amendment of, or supplement to, the Information Statement and, to the extent required by Lawapplicable law, disseminate the information contained in such amendment or supplement to the holders of Common Stock. If at any time prior to the Closingtime, any event or change occurs, or information is discovered, with respect to the Investor, or any of its Affiliatesaffiliates, members, officers officers, or directors which, if not described or included in the Information Statement, should be described or included in the Information Statement in order to ensure such document does not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Investor shall promptly so notify the Company and provide full particulars with respect to such information. In the event the Company, upon the advice of counsel, determines that such information should be included in the Information Statement, the Company shall file as promptly as practicable with the Commission SEC an amendment of, or supplement to, the Information Statement and, to the extent required by Lawapplicable law, disseminate the information contained in such amendment or supplement to the holders of Common Stock. (eiv) The Company shall use its reasonable efforts to have the Information Statement cleared by the Commission SEC as promptly as practicable after the filing thereof, and the Company will cause the Information Statement to be mailed to the holders of Common Stock as promptly as practicable, but in any event within five three (53) Business Days, Days after the date it is cleared by the Commission and SEC. (v) For the record date for the Written Consent has occurred.purpose of this Agreement,

Written Consent; Information Statement. (a) Promptly The Company shall use its reasonable best efforts to obtain from the Specified Stockholder and deliver to Parent the duly executed Written Consent as soon as practicable following the execution and delivery of this Agreement, the Company shall, but in accordance with applicable Law and the Company’s Charter Documents, furnish to the Majority Stockholders a form any event within one hour following execution hereof. Upon delivery of irrevocable Written Consent in form and substance reasonably satisfactory to Investor evidencing Company Stockholder Approval and shall recommend (subject to the provisions of Section 9.13(b) that the Majority Stockholders sign and approve the Written Consent as furnished, subject only to ensuring that all shares of Common Stock owned by each Majority Stockholder are owned of record by such Majority Stockholder on the record date for the Written Consent, the Company Stockholder Approval shall be deemed to be established have been received for all purposes of this Agreement. In connection with the Written Consent, the Company shall take all actions necessary or advisable to comply in all material respects, and shall comply in all material respects, with the DGCL, including Section 228 and Section 262 thereof, and the organizational documents of the Company. (b) The Company shall prepare and file (with the assistance and cooperation of Parent and Merger Sub as reasonably requested by the BoardCompany) with the SEC, which record date as promptly as practicable after the Company Stockholder Approval has been obtained (but in no event shall such filing be not more made later than 20 Business Days the 30th day following the date of this Agreement. The Company shall comply with ), a written information statement of the DGCL, the Company’s Charter Documents and type contemplated by Rule 14c-2 of the Exchange Act (including Regulation 14C and Schedule 14C promulgated thereunder) in connection with the Written Consent, including containing (i) delivering the Information Statement (as defined below) to the Company’s stockholders as required pursuant to the Exchange Act, and (ii) as promptly as reasonably practicable after the execution and delivery of the Written Consent, and in accordance with Section 228 of the DGCL, giving written notice of the taking of the actions described in the Written Consent to all other holders of Common Stock. (b) As promptly as reasonably practicable, but in any event within ten (10) Business Days following the date hereof, the Company shall prepare and file with the Commission an information statement containing the information specified in Schedule 14C under the Exchange Act with respect to concerning the Written Consent and the transactions approved thereby Merger, (such information statement ii) the notice of action by written consent required by Section 228(e) of the DGCL and (iii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL (including any amendment or supplement thereto or any additional filing required in its definitive formaccordance with the provisions of Section 7.01(c), the “Information Statement”). (c) Each of the Company and Parent shall provide the other party and their respective outside legal counsel and other Representatives a reasonable opportunity to participate in any discussions or meetings with the SEC (or portions of any such discussions or meetings) that relate to the Information Statement. The Company shall promptly notify Parent of the receipt of any comments from the SEC with respect to the Information Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall comply promptly provide to the other Person copies of all correspondence between such Person and/or any of its Representatives and the SEC with respect to the Information Statement. The Company and Parent shall use their respective reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Information Statement from the SEC, including by preparing any additional filings required by the SEC or pursuant to applicable Law, and the Company shall cause the definitive Information Statement (and any other such additional required filings) to be mailed (including by electronic delivery if permitted) to the stockholders of the Company as promptly as possible (but in any event within three (3) Business Days) after confirmation from the SEC that it will not review, or that it has completed its review of, the Information Statement, which confirmation will be deemed to occur if the SEC has not affirmatively notified the Company prior to the 10th day after making the initial filing of the preliminary Information Statement that the SEC will or will not be reviewing the Information Statement. (d) The Company agrees, as to form itself and its Subsidiaries, that the Information Statement will comply in all material respects with the applicable provisions of the Securities Exchange Act and the Exchange Actrules and regulations thereunder. The Company Company, Parent and Merger Sub shall provide Investor with a reasonable opportunity to review and comment on ensure that none of the information supplied by it for inclusion in the Information Statement and will, at the date of mailing (including by electronic delivery if permitted) to stockholders of the Company, contain any communications prior untrue statement of a material fact or omit to filing such state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company assumes no responsibility with respect to information supplied in writing by or on behalf of Parent, its Affiliates or its or their respective Representatives for inclusion or incorporation by reference in the Commission and will promptly provide Investor with a copy of such filing and communications made with the Commission. The Company shall use its reasonable best efforts to have the preliminary Information Statement cleared by the Commission as promptly as practicable after such filingStatement. (ce) The Company shall, as promptly as practicable after receipt thereof, provide the Investor copies of If any written comments, and advise the Investor of any oral comments, with respect information relating to the Information Statement received from the CommissionCompany or Parent, and advise the Investor or any of any request their respective Affiliates or its or their respective Representatives, should be discovered by the Commission for amendment of the Information Statement. The Company shall provide Investor with a reasonable opportunity to review and comment on any party hereto, which information should be set forth in an amendment or supplement to the Information Statement and any communications prior to filing such with the Commission and will promptly provide Investor with a copy of all such filings and communications made with the Commission. (d) If at any time prior to the Closing, any event or change occurs, or information is discovered, with respect to the Company, or any of its Affiliates, the Majority Stockholders, officers or directors, which should, in the Company’s reasonable discretion upon advice of counsel, be set forth in an amendment of, or supplement to, so that the Information Statement in order to ensure such document does would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were are made, not misleading, the Company party that discovers such information shall file as promptly as practicable with following such discovery notify the Commission an amendment ofother party or parties (as the case may be) and after such notification, or supplement to, the Information Statement and, as and to the extent required by applicable Law, disseminate (i) the information contained Company shall promptly prepare (with the assistance of Parent as provided for in such this Section 7.01) an amendment or supplement to the holders of Common Stock. If at any time prior to the Closing, any event or change occurs, or information is discovered, with respect to the Investor, or any of its Affiliates, members, officers or directors which, if not described or included in the Information Statement, should be described or included in the Information Statement in order to ensure such document does not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Investor shall promptly so notify the Company and provide full particulars with respect to such information. In the event the Company, upon the advice of counsel, determines that such information should be included in the Information Statement, (ii) the Company shall file as promptly as practicable with the Commission an amendment of, or supplement to, the Information Statement and, to the extent required by Law, disseminate the information contained in such amendment or supplement to the holders of Common Stock. (e) The Company shall use its reasonable efforts to have the Information Statement cleared by the Commission as promptly as practicable after the filing thereof, and the Company will cause the Information Statement as so amended or supplemented to be mailed filed with the SEC and to be disseminated to its stockholders. The Company shall provide Parent with a reasonable opportunity to review drafts of the holders of Common Stock as promptly as practicable, but Information Statement and will consider in good faith any event within five (5) Business Days, after the date it is cleared comments provided by the Commission and the record date for the Written Consent has occurredParent in connection with such review.

Written Consent; Information Statement. (a) Promptly Promptly, but in any event within 10 Business Days, following the execution and delivery of this AgreementAgreement by the parties hereto, the Company Parent shall, in accordance with applicable Law the DGCL, the Parent Charter and the Company’s Charter DocumentsParent Bylaws, furnish take all action necessary to seek and obtain, as promptly as practicable, the Majority Stockholders irrevocable written consent of Gores Radio Holdings, LLC, as the holder of a form majority of irrevocable Written Consent the outstanding Parent Stock, approving all of the transactions contemplated by this Agreement, including the Reclassification and the issuance of Class B Stock and Series A Preferred Stock in form connection with the Merger and substance reasonably satisfactory to Investor evidencing Company Stockholder Approval and shall recommend the adoption of the Restated By-Laws (subject to the provisions of Section 9.13(b) that the Majority Stockholders sign and approve the Written Consent as furnished, subject only to ensuring that all shares of Common Stock owned by each Majority Stockholder are owned of record by such Majority Stockholder on the record date for the “Gores Written Consent, to be established by the Board, which record date shall be not more than 20 Business Days following the date of this Agreement”). The Company Parent shall comply with the DGCL, the Company’s Charter Documents Parent Charter, the Parent Bylaws and the Exchange Act (including Regulation 14C and Schedule 14C promulgated thereunder) in connection with the Gores Written Consent, including (i) delivering the Information Statement (as defined below) to the CompanyParent’s stockholders as required pursuant to the Exchange Act, and (ii) as promptly as reasonably practicable no later than 10 Business Days after the execution and delivery of the Gores Written Consent, and in accordance with Section 228 of the DGCL, giving written notice of the taking of the actions described in the Gores Written Consent to all other holders of Common StockParent Stock and providing a description of any appraisal rights of holders of Parent Stock available under Section 262 of the DGCL and any other disclosures with respect to appraisal rights required by Delaware law. (b) As promptly as reasonably practicable, but in any event within ten (10) 15 Business Days Days, following the date hereof, the Company Parent shall prepare and file with the Commission SEC an information statement containing the information specified in Schedule 14C under the Exchange Act with respect to the Gores Written Consent and the transactions approved thereby (such information statement in its definitive form, the “Information Statement”). The Information Statement shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act. The Company Parent shall provide Investor the Company with a reasonable opportunity to review and comment on the Information Statement and any communications prior to filing such with the Commission SEC and will promptly provide Investor the Company with a copy of such filing and communications made with the CommissionSEC. The Company Parent shall use its reasonable best efforts to have the preliminary Information Statement cleared by the Commission SEC as promptly as practicable after such filing. (c) The Each of Parent and the Company shall, as promptly as practicable after receipt thereof, provide the Investor other party copies of any written comments, and advise the Investor other party of any oral comments, with respect to the Information Statement received from the CommissionSEC, and advise the Investor other party of any request by the Commission SEC for amendment of the Information Statement. The Company Parent shall provide Investor the Company with a reasonable opportunity to review and comment on any amendment or supplement to the Information Statement and any communications prior to filing such with the Commission SEC and will promptly provide Investor the Company with a copy of all such filings and communications made with the CommissionSEC. (d) If at any time prior to the Closing, any event or change occurs, or information is discovered, with respect to the Company, or any of its Affiliates, the Majority Stockholders, officers or directors, which should, in the Company’s reasonable discretion upon advice of counsel, be set forth in an amendment of, or supplement to, the Information Statement in order to ensure such document does not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company shall file as promptly as practicable with the Commission an amendment of, or supplement to, the Information Statement and, to the extent required by Law, disseminate the information contained in such amendment or supplement to the holders of Common Stock. If at any time prior to the Closing, any event or change occurs, or information is discovered, with respect to the Investor, or any of its Affiliates, members, officers or directors which, if not described or included in the Information Statement, should be described or included in the Information Statement in order to ensure such document does not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Investor shall promptly so notify the Company and provide full particulars with respect to such information. In the event the Company, upon the advice of counsel, determines that such information should be included in the Information Statement, the Company shall file as promptly as practicable with the Commission an amendment of, or supplement to, the Information Statement and, to the extent required by Law, disseminate the information contained in such amendment or supplement to the holders of Common Stock. (e) The Company shall use its reasonable efforts to have the Information Statement cleared by the Commission as promptly as practicable after the filing thereof, and the Company will cause the Information Statement to be mailed to the holders of Common Stock as promptly as practicable, but in any event within five (5) Business Days, after the date it is cleared by the Commission and the record date for the Written Consent has occurred.