Common use of Information Statement Clause in Contracts

Information Statement. Following the date of this Agreement, the Company shall prepare an information or disclosure statement and related materials relating to the stockholders meeting (or the requested written consent in lieu of a meeting) and the transactions contemplated hereby relating to the Merger and this Agreement (the "Information Statement") and furnish the information required to be provided to the Stockholders pursuant to the DGCL and other applicable law. The Company shall cause such Information Statement to be mailed to the Stockholders return receipt requested in accordance with the DGCL and the certificate of incorporation and by-laws in connection with the Stockholders meeting (or the requested written consent in lieu of a meeting). Parent shall promptly provide such information as the Company may reasonably request regarding Parent and such other matters regarding Parent as the Company shall deem reasonably necessary to include in the materials to be provided to the Stockholders. The materials submitted to the Stockholders shall include, without limitation, information regarding the Company and Parent, the terms and timing of the Merger, this Agreement and the unanimous recommendation of the Board of Directors of the Company in favor of the Merger and this Agreement. The information supplied by the Company and Parent for inclusion in the Information Statement shall not, at (i) the time the Information Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders and (ii) the time of the stockholders' meeting (as described in Section 7.6), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If at any time prior to the Effective Time any information relating to the Company or any its respective directors, officers or Affiliates should be discovered by the Company that should be set forth in an amendment or supplement to the Information Statement so that the Information Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company shall promptly notify Parent and an appropriate amendment or supplement describing such information shall be promptly, to the extent required by law, disseminated to the Stockholders. If at any time prior to the Effective Time any information relating to Parent or any of its directors officers or Affiliates should be discovered by Parent that should be set forth in an amendment or supplement to the Information Statement so that the Information Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, Parent shall promptly notify the Company and an appropriate amendment or supplement describing such information shall be promptly, to the extent required by law, disseminated to the Stockholders. The Company shall use all reasonable efforts to solicit from its Stockholders votes or consents in favor of the approval and adoption of this Agreement and the Merger and to secure the vote or consent of stockholders required by the DGCL and its certificate of incorporation and by-laws to approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, the Company shall not be required to take any of the actions provided for under this Section 7.7 if the Company Board of Directors determines in good faith, based upon advice of legal counsel, that withdrawing, modifying, changing or declining to make its recommendation and declaration regarding this Agreement or the Merger or recommending and declaring advisable any other offer or proposal would be necessary to comply with its fiduciary duties under applicable law (which declinations, withdrawal, modification or change shall not constitute a breach by the Company of this Agreement).

Information Statement. Following As promptly as reasonably practicable after the date execution of this Agreement, the Company shall prepare an information or disclosure statement and related materials relating to be mailed to stockholders of the stockholders meeting (or the requested written consent Company in lieu of a meeting) and 45 connection with the transactions contemplated hereby relating to the Merger and this Agreement (the "Information Statement") ). Parent will cooperate with the Company in the preparation of such Information Statement, including, without limitation, providing to the Company all information regarding Parent and furnish its affiliates (including pro forma financial information regarding Parent and the Company, if necessary, and information required to be provided to under Rule 506 of Regulation D under the Stockholders pursuant to the DGCL and other applicable lawSecurities Act) necessary for inclusion or incorporation by reference therein. The Company shall cause such mail the Information Statement to all stockholders of the Company entitled to receive such notice under the Delaware Code. The Information Statement shall constitute a disclosure document for the offer and issuance of the shares of Parent Common Stock to be mailed to received by the Stockholders return receipt requested in accordance with the DGCL and the certificate of incorporation and by-laws in connection with the Stockholders meeting (or the requested written consent in lieu of a meeting). Parent shall promptly provide such information as the Company may reasonably request regarding Parent and such other matters regarding Parent as the Company shall deem reasonably necessary to include in the materials to be provided to the Stockholders. The materials submitted to the Stockholders shall include, without limitation, information regarding the Company Merger and Parent, the terms and timing a proxy statement for solicitation of stockholder approval of the Merger, this Agreement and the unanimous recommendation of the Board of Directors of the Company in favor of the Merger and this Agreement. The information supplied by the Company and Parent for inclusion in the Information Statement shall not, at (i) the time the Information Statement (or any amendment thereof or supplement thereto) it is first mailed to the Stockholders and (ii) the time stockholders of the stockholders' meeting Company and at all times subsequent thereto (as described in Section 7.6through and including the Effective Time), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If at any time prior to the Effective Time any information relating to the Company or any its respective directors, officers or Affiliates should be discovered by the Company that should be set forth in an amendment or supplement to the Information Statement so that the Information Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If, the Company shall promptly notify Parent and an appropriate amendment or supplement describing such information shall be promptly, to the extent required by law, disseminated to the Stockholders. If at any time prior to the Effective Time Time, any event or information relating to Parent or any of its directors officers or Affiliates should be discovered by the Company or Parent that which should be set forth in an amendment or supplement to the Information Statement, the Company or Parent, as applicable, shall promptly inform the Company or Parent, as applicable, of such occurrence and the parties shall cooperate in mailing to the Stockholders such amendment or supplement. The Information Statement so shall include the recommendation of the Board of Directors of the Company in favor of this Agreement and the Merger and the conclusion of the Board of Directors that the terms and conditions of the Merger are fair and reasonable to the Stockholders. Anything to the contrary contained herein notwithstanding, the Information Statement would shall not include any misstatement information, the form and content of a which information shall not have been approved by the Parent and the Company prior to such inclusion. Parent agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Information Statement or any amendment or supplement to the foregoing will, at the time the Information Statement is first mailed to the stockholders of the Company and at all times subsequent thereto (through and including the Effective Time), contain any statement which, at such time and in such light of the circumstances under which it was made, is false and misleading with respect to any material fact, or omits to state any material fact necessary in order to make the statements made in the Information Statement not false or omit misleading or omits to state any material fact necessary to make the statements therein, correct any statement made by Parent in light of the circumstances under which they were made, not misleading, Parent shall promptly notify the Company and an appropriate amendment or supplement describing such information shall be promptly, to the extent required by law, disseminated to the Stockholders. The Company shall use all reasonable efforts to solicit from its Stockholders votes supplied which has become false or consents in favor of the approval and adoption of this Agreement and the Merger and to secure the vote or consent of stockholders required by the DGCL and its certificate of incorporation and by-laws to approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, the Company shall not be required to take any of the actions provided for under this Section 7.7 if the Company Board of Directors determines in good faith, based upon advice of legal counsel, that withdrawing, modifying, changing or declining to make its recommendation and declaration regarding this Agreement or the Merger or recommending and declaring advisable any other offer or proposal would be necessary to comply with its fiduciary duties under applicable law (which declinations, withdrawal, modification or change shall not constitute a breach by the Company of this Agreement)misleading.

Information Statement. Following As promptly as reasonably practicable (but in no event later than 10 days) after the date of this Agreement, the Company shall prepare deliver an information or disclosure statement accurately describing this Agreement, the Merger, the Articles Amendment, the other Contemplated Transactions and related materials relating the provisions of Chapter 13 of the CGCL, and setting forth the fair market value of each class and series of Company Capital Stock as of the day prior to the stockholders meeting (or the requested written consent in lieu date of a meeting) and the transactions contemplated hereby relating to the Merger and this Agreement (the "Information Statement") and furnish the information required to be provided to the Stockholders pursuant to the DGCL and other applicable law. The Company shall cause such Information Statement to be mailed to the Stockholders return receipt requested in accordance with the DGCL and the certificate of incorporation and by-laws excluding any appreciation or depreciation in connection with this Agreement, the Stockholders meeting (Merger or the requested other Contemplated Transactions) as determined by the board of directors of the Company (the “Information Statement”) to its shareholders as of the Record Date, for the purpose of (a) informing them of the approval of the principal terms of the Merger by the Key Shareholders and their right to dissent pursuant to Chapter 13 of the CGCL, and (b) soliciting their written consent in lieu of a meeting). Parent shall promptly provide such information as the Company may reasonably request regarding Parent and such other matters regarding Parent as the Company shall deem reasonably necessary to include in the materials to be provided to the Stockholders. The materials submitted to proposed Articles Amendment and the Stockholders shall include, without limitation, information regarding the Company and Parent, the principal terms and timing of the Merger. The Information Statement shall include a statement to the effect that the board of directors of the Company unanimously recommends that the Company’s shareholders execute written consents approving the Articles Amendment and the principal terms of the Merger. Subject to the fiduciary duties of the Company’s board of directors, this Agreement and the unanimous recommendation of the Board Company’s board of Directors directors that the shareholders of the Company in favor approve the Articles Amendment and the principal terms of the Merger shall not be withdrawn or modified in a manner adverse to Parent, and this Agreement. The information supplied no resolution by the Company and Parent for inclusion in the Information Statement shall not, at (i) the time the Information Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders and (ii) the time board of the stockholders' meeting (as described in Section 7.6), contain any untrue statement directors of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If at any time prior to the Effective Time any information relating to the Company or any its respective directors, officers committee thereof to withdraw or Affiliates should be discovered by the Company that should be set forth modify such recommendation in an amendment or supplement a manner adverse to the Information Statement so that the Information Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company shall promptly notify Parent and an appropriate amendment or supplement describing such information shall be promptly, to the extent required by law, disseminated to the Stockholders. If at any time prior to the Effective Time any information relating to Parent adopted or any of its directors officers or Affiliates should be discovered by Parent that should be set forth in an amendment or supplement to the Information Statement so that the Information Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, Parent shall promptly notify the Company and an appropriate amendment or supplement describing such information shall be promptly, to the extent required by law, disseminated to the Stockholders. The Company shall use all reasonable efforts to solicit from its Stockholders votes or consents in favor of the approval and adoption of this Agreement and the Merger and to secure the vote or consent of stockholders required by the DGCL and its certificate of incorporation and by-laws to approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, the Company shall not be required to take any of the actions provided for under this Section 7.7 if the Company Board of Directors determines in good faith, based upon advice of legal counsel, that withdrawing, modifying, changing or declining to make its recommendation and declaration regarding this Agreement or the Merger or recommending and declaring advisable any other offer or proposal would be necessary to comply with its fiduciary duties under applicable law (which declinations, withdrawal, modification or change shall not constitute a breach by the Company of this Agreement)proposed.

Information Statement. Following As soon as practicable after the date execution of this Agreement, the Company shall prepare an information or prepare, with the cooperation of Parent, the Information Statement. The Information Statement shall also constitute a disclosure statement document for the offer and related materials relating issuance of the shares of Parent Common Stock to be received by the stockholders meeting (or Company Shareholders in the requested written consent in lieu of a meeting) Merger. Parent and the transactions contemplated hereby relating to the Merger and this Agreement (the "Information Statement") and furnish the information required to be provided to the Stockholders pursuant to the DGCL and other applicable law. The Company shall each use its commercially reasonable efforts to cause such the Information Statement to be mailed comply in all material respects with applicable federal and state securities laws requirements. Each of Parent and the Company agrees to provide promptly to the Stockholders return receipt requested in accordance with the DGCL and the certificate of incorporation and by-laws in connection with the Stockholders meeting (or the requested written consent in lieu of a meeting). Parent shall promptly provide other such information as the Company may reasonably request regarding Parent concerning its business and such other matters regarding Parent as the Company shall deem reasonably necessary to include financial statements and affairs as, in the materials to be provided to the Stockholders. The materials submitted to the Stockholders shall include, without limitation, information regarding the Company and Parent, the terms and timing reasonable judgment of the Mergerproviding party or its counsel, this Agreement and the unanimous recommendation of the Board of Directors of the Company in favor of the Merger and this Agreement. The information supplied by the Company and Parent may be required or appropriate for inclusion in the Information Statement shall notStatement, at (i) or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the time other’s counsel and auditors in the preparation of the Information Statement (or any amendment thereof or supplement thereto) is first mailed to Statement. The Company will promptly advise Parent and Parent will promptly advise the Stockholders and (ii) the time of the stockholders' meeting (as described Company in Section 7.6), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If writing if at any time prior to the Effective Time any information relating to either the Company or Parent shall obtain knowledge of any its respective directors, officers facts that might make it necessary or Affiliates should be discovered by the Company that should be set forth in an amendment appropriate to amend or supplement to the Information Statement so that the Information Statement would not include any misstatement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light contained or incorporated by reference therein not misleading or for compliance with applicable law. The Information Statement shall contain a statement that the Company Board has concluded that the terms and conditions of the circumstances under which they were made, not misleading, Merger are fair and reasonable to the Company shall promptly notify Parent and an appropriate amendment or supplement describing such information shall be promptlyShareholders, to the extent required by law, disseminated to the Stockholders. If at any time prior to the Effective Time any information relating to Parent or any of its directors officers or Affiliates should be discovered by Parent that should be set forth in an amendment or supplement to the Information Statement so that the Information Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, Parent shall promptly notify the Company and an appropriate amendment or supplement describing such information shall be promptly, to the extent required by law, disseminated to the Stockholders. The Company shall use all reasonable efforts to solicit from its Stockholders votes or consents in favor of the approval and adoption of this Agreement and the Merger and to secure the vote or consent of stockholders required by the DGCL and its certificate of incorporation and by-laws to approve and adopt Board has approved this Agreement and the Merger, that the Company Board has recommended that the Company Shareholders vote to adopt this Agreement and approve the Merger, and that the holders of a majority of the outstanding Company Capital Stock (voting on an as-converted basis) have voted to adopt this Agreement and approve the Merger. Notwithstanding Anything to the foregoingcontrary contained herein notwithstanding, the Company shall not be required include in the Information Statement any information with respect to take any Parent or its affiliates or associates, the form and content of the actions provided for under this Section 7.7 if the Company Board of Directors determines in good faith, based upon advice of legal counsel, that withdrawing, modifying, changing or declining to make its recommendation and declaration regarding this Agreement or the Merger or recommending and declaring advisable any other offer or proposal would be necessary to comply with its fiduciary duties under applicable law (which declinations, withdrawal, modification or change information shall not constitute a breach have been approved in writing by the Company of this Agreement)Parent prior to such inclusion.

Information Statement. Following As promptly as reasonably practicable following the date of this Agreement, the Company Parent shall prepare and file with the SEC an information or disclosure statement and related materials of the type contemplated by Rule 14c-2 promulgated under the Exchange Act relating to the stockholders meeting (or the requested written consent in lieu of a meeting) and the transactions transaction contemplated hereby relating to (together with any amendments or supplements thereto, the Merger and this Agreement (the "“Information Statement") and furnish the information required to be provided to the Stockholders pursuant to the DGCL and other applicable law”). The Company shall cause such furnish all information as may be reasonably requested by Parent relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Information Statement to be mailed to the Stockholders return receipt requested in accordance with the DGCL and the certificate of incorporation and by-laws in connection with the Stockholders meeting (or preparation, filing and distribution of the requested written consent in lieu of a meeting)Information Statement. Parent shall use its reasonable best efforts to respond and resolve as promptly provide such information as reasonably practicable to all comments of the Company may reasonably request regarding Parent and such other matters regarding Parent as the Company shall deem reasonably necessary to include in the materials to be provided SEC with respect to the StockholdersInformation Statement. The materials submitted Parent agrees to the Stockholders shall include, without limitation, information regarding provide the Company and Parentits counsel with copies of any written comments, the terms and timing of the Merger, this Agreement and the unanimous recommendation of the Board of Directors of shall inform the Company of any oral comments, in favor each such case, including any request by the SEC for any amendment to the Information Statement or for additional information, that Parent or its counsel may receive from time to time from the SEC or its staff with respect to the Information Statement, in each such case, promptly after receipt of the Merger such comments or requests, and this Agreementany written or oral responses thereto. The information supplied Company and its counsel shall be given a reasonable opportunity to review any such written responses and Parent shall give due consideration in good faith to the additions, deletions or changes suggested thereto by the Company and its counsel. No filing of, or amendment or supplement to, the Information Statement will be made by Parent without providing the Company with a reasonable opportunity to review and comment thereon. Promptly after the Information Statement has been cleared by the SEC or after 10 calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Parent shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c-2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy of the Information Statement to its shareholders. Each of Parent, Sister Sub, Merger Sub and the Company agrees to correct any information provided by it for inclusion use in the Information Statement which shall nothave become false or misleading and Sister Sub, at (i) Merger Sub and the time the Information Statement (or any amendment thereof or supplement thereto) is first mailed Company agree to the Stockholders and (ii) the time notify Parent promptly of the stockholders' meeting (as described in Section 7.6), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If at any time prior to the Effective Time any information relating to the Company or any its respective directors, officers or Affiliates should be discovered by Sister Sub, Merger Sub or the Company Company, as applicable, regarding itself or its shareholders that should be set forth in an amendment or supplement to the Information Statement Proxy Statement, so that the Information Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were are made, not misleading, the Company shall promptly notify Parent and an appropriate amendment or supplement describing such information shall be promptly, to the extent required by law, disseminated to the Stockholders. If at any time prior to the Effective Time any information relating to Parent or any of its directors officers or Affiliates should be discovered by Parent that should be set forth in an amendment or supplement to the Information Statement so that the Information Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, Parent shall promptly notify the Company and an appropriate amendment or supplement describing such information shall be promptly, to the extent required by law, disseminated to the Stockholders. The Company shall use all reasonable efforts to solicit from its Stockholders votes or consents in favor of the approval and adoption of this Agreement and the Merger and to secure the vote or consent of stockholders required by the DGCL and its certificate of incorporation and by-laws to approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, the Company shall not be required to take any of the actions provided for under this Section 7.7 if the Company Board of Directors determines in good faith, based upon advice of legal counsel, that withdrawing, modifying, changing or declining to make its recommendation and declaration regarding this Agreement or the Merger or recommending and declaring advisable any other offer or proposal would be necessary to comply with its fiduciary duties under applicable law (which declinations, withdrawal, modification or change shall not constitute a breach by the Company of this Agreement).

Information Statement. Following Promptly after the date execution of this Agreement, the Company shall prepare prepare, with the cooperation of Parent, two Information Statements, both in compliance with the requirements under Delaware Law and one in compliance with Rule 506 under the Securities Act and one in compliance with Regulation S promulgated thereunder, which Information Statements shall also include an information or disclosure statement offering circular, which shall comply as to form and related materials relating to substance in all material respects with the stockholders meeting applicable provisions of the Securities Act, the blue sky laws and all rules and regulations promulgated thereunder (or the requested written consent in lieu of a meeting) and the transactions contemplated hereby relating to the Merger and this Agreement (collectively, the "Information Statement") and furnish the information required to be provided to used in connection with obtaining the Stockholders pursuant to approval and adoption of this Agreement and approval of the DGCL and other applicable lawMerger by the Company Stockholders. The Information Statement shall be in form and substance reasonably satisfactory to Parent. Company shall cause such mail the Information Statement to all Company Stockholders entitled to receive such notice under Delaware Law. The Information Statement shall constitute a disclosure document for the offer and issuance of the shares of Parent Common Stock to be mailed received by the Company Stockholders in the Merger and a proxy statement for solicitation of stockholder approval and adoption of this Agreement and approval of the Merger. If, at any time prior to the Stockholders return receipt requested Closing Date, (i) any event or information should be discovered by Parent or Merger Sub which should be set forth in accordance with an amendment to the DGCL and the certificate of incorporation and by-laws in connection with the Stockholders meeting (or the requested written consent in lieu of a meeting). Information Statement, Parent shall promptly provide inform Company, and (ii) any event or information should be discovered by Company which should be set forth in an amendment to the Information Statement, Company shall promptly inform Parent, and Company shall prepare, with the cooperation of Parent, an amendment to the Information Statement disclosing such information as event or information, and Company shall mail, and Parent shall cooperate to the extent necessary in mailing, such amendment or supplement to the Company may reasonably request regarding Parent and such other matters regarding Parent as the Company shall deem reasonably necessary to include in the materials to be provided to the Stockholders. The materials submitted to Information Statement shall include the Stockholders shall include, without limitation, information regarding the Company and Parent, the terms and timing of the Merger, this Agreement and the unanimous recommendation of the Board of Directors of Company that the Company in favor of the Merger and this Agreement. The information supplied by the Company and Parent for inclusion in the Information Statement shall not, at (i) the time the Information Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders and (ii) the time of the stockholders' meeting (as described in Section 7.6), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If at any time prior to the Effective Time any information relating to the Company or any its respective directors, officers or Affiliates should be discovered by the Company that should be set forth in an amendment or supplement to the Information Statement so that the Information Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company shall promptly notify Parent and an appropriate amendment or supplement describing such information shall be promptly, to the extent required by law, disseminated to the Stockholders. If at any time prior to the Effective Time any information relating to Parent or any of its directors officers or Affiliates should be discovered by Parent that should be set forth in an amendment or supplement to the Information Statement so that the Information Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, Parent shall promptly notify the Company and an appropriate amendment or supplement describing such information shall be promptly, to the extent required by law, disseminated to the Stockholders. The Company shall use all reasonable efforts to solicit from its Stockholders votes or consents vote in favor of the approval and adoption of this Agreement and the Merger and to secure the vote or consent approval of stockholders required by the DGCL and its certificate of incorporation and by-laws to approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, the Company shall ; provided that such recommendation may not be required to take included or may be withdrawn if previously included if (i) none of Company, its subsidiaries and their respective officers, directors, employees or other agents and representatives violated any of the actions provided for under this restrictions in Section 7.7 if the Company 4.3 hereof, and (ii) following consultation with outside legal counsel, Company's Board of Directors determines in good faith, based upon advice that the inclusion of legal counsel, that withdrawing, modifying, changing or declining to make its such recommendation and declaration regarding this Agreement or the Merger or recommending and declaring advisable any other offer or proposal failure to withdraw such recommendation would be necessary to comply inconsistent with its the fiduciary duties of the Board of Directors of Company to the Company Stockholders under applicable law (which declinations, withdrawal, modification or change shall not constitute a breach by the Company of this Agreement)laws.

Information Statement. Following As soon as practicable after the date execution of --------------------- this Agreement, Company shall prepare, with the cooperation of Parent, and furnish to its shareholders an Information Statement for the shareholders of Company to approve and adopt this Agreement, the Merger and the other transactions contemplated by this Agreement. The Information Statement shall constitute a disclosure document for the offer and issuance of the shares of Parent Common Stock to be received by the holders of Company Capital Stock in the Merger and a proxy statement for solicitation of shareholder consent to or approval of this Agreement, the Merger and the other transactions contemplated hereby. Parent and Company shall prepare an information or disclosure statement and related materials relating each use its reasonable best efforts to cause the stockholders meeting (or the requested written consent in lieu of a meeting) and the transactions contemplated hereby relating to the Merger and this Agreement (the "Information Statement") and furnish the information required to be provided to the Stockholders pursuant to the DGCL and other applicable law. The Company shall cause such Information Statement to be mailed comply with applicable federal and state securities laws requirements. Each of Parent and Company agrees to provide promptly to the Stockholders return receipt requested in accordance with the DGCL and the certificate of incorporation and by-laws in connection with the Stockholders meeting (or the requested written consent in lieu of a meeting). Parent shall promptly provide other such information as the Company may reasonably request regarding Parent concerning it and such other matters regarding Parent as the Company shall deem reasonably necessary to include its respective affiliates, directors, officers and securityholders as, in the materials to be provided to the Stockholders. The materials submitted to the Stockholders shall include, without limitation, information regarding the Company and Parent, the terms and timing reasonable judgment of the Mergerother party or its counsel, this Agreement and the unanimous recommendation of the Board of Directors of the Company in favor of the Merger and this Agreement. The information supplied by the Company and Parent may be required or appropriate for inclusion in the Information Statement shall notStatement, at (i) or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the time other's counsel and auditors in the preparation of the Information Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders Statement. Company will promptly advise Parent, and (ii) the time of the stockholders' meeting (as described Parent will promptly advise Company, in Section 7.6), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If writing if at any time prior to the Effective Time any information relating to the either Company or Parent shall obtain knowledge of any its respective directors, officers facts that might make it necessary or Affiliates should be discovered by the Company that should be set forth in an amendment appropriate to amend or supplement to the Information Statement so that the Information Statement would not include any misstatement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light contained or incorporated by reference therein not misleading or to comply with applicable law. The Information Statement shall contain the recommendation of the circumstances under which they were made, not misleading, Board of Directors of Company that the Company shall promptly notify Parent and an appropriate amendment or supplement describing such information shall be promptly, to the extent required by law, disseminated to the Stockholders. If at any time prior to the Effective Time any information relating to Parent or any of its directors officers or Affiliates should be discovered by Parent that should be set forth in an amendment or supplement to the Information Statement so that the Information Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, Parent shall promptly notify the Company and an appropriate amendment or supplement describing such information shall be promptly, to the extent required by law, disseminated to the Stockholders. The Company shall use all reasonable efforts to solicit from its Stockholders votes or consents in favor of the approval and adoption of this Agreement and the Merger and to secure the vote or consent of stockholders required by the DGCL and its certificate of incorporation and by-laws to shareholders approve and adopt this Agreement Agreement, the Merger and the Mergerother transactions contemplated by this Agreement, and the conclusion of the Board of Directors that the terms and conditions of the Merger are fair and reasonable and in the best interests of Company and its shareholders. Notwithstanding Anything to the foregoingcontrary contained herein notwithstanding, the Company shall not be required include in the Information Statement any information with respect to take any Parent or its affiliates or associates, the form and content of the actions provided for under this Section 7.7 if the Company Board of Directors determines in good faith, based upon advice of legal counsel, that withdrawing, modifying, changing or declining to make its recommendation and declaration regarding this Agreement or the Merger or recommending and declaring advisable any other offer or proposal would be necessary to comply with its fiduciary duties under applicable law (which declinations, withdrawal, modification or change information shall not constitute a breach have been expressly approved by the Company of this Agreement)Parent prior to such inclusion.

Information Statement. Following As soon as practicable after the date execution of this Agreement, Company and Holdings shall prepare, with the Company shall prepare cooperation of Parent and furnish to their stockholders an information or disclosure statement and related materials relating to the stockholders meeting (or the requested written consent in lieu of a meeting) and the transactions contemplated hereby relating to the Merger and this Agreement (the "Information Statement") and furnish for the information required to be provided to the Stockholders pursuant to the DGCL and other applicable law. The Company shall cause such Information Statement to be mailed to the Stockholders return receipt requested in accordance with the DGCL and the certificate stockholders of incorporation and by-laws in connection with the Stockholders meeting (or the requested written consent in lieu of a meeting). Parent shall promptly provide such information as the Company may reasonably request regarding Parent and such other matters regarding Parent as the Company shall deem reasonably necessary to include in the materials to be provided to the Stockholders. The materials submitted to the Stockholders shall include, without limitation, information regarding the Company and ParentHoldings to approve and adopt this Agreement, the terms and timing of the Merger, this Agreement and the unanimous recommendation of the Board of Directors of the Company in favor of the Merger and the other transactions contemplated by this Agreement. The information supplied Information Statement shall constitute a disclosure document for the offer and issuance of the shares of Parent Common Stock to be received by the holders of Company Common Stock in the Merger and Parent a proxy statement for solicitation of stockholder consent to or approval of this Agreement, the Merger and the other transactions contemplated hereby. Each of Parent, Holdings and Company shall use its reasonable best efforts to cause the Information Statement to comply with applicable federal and state securities laws requirements. Each of Parent, Holdings and Company agrees to provide promptly to the other such information concerning it and its respective affiliates, directors, officers and securityholders as, in the reasonable judgment of the other party or its counsel, may be required or appropriate for inclusion in the Information Statement shall notStatement, at (i) or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the time other's counsel and auditors in the preparation of the Information Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders Statement. Company and (ii) the time of the stockholders' meeting (as described Holdings will promptly advise Parent, and Parent will promptly advise Company and Holdings, in Section 7.6), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If writing if at any time prior to the Effective Time either Company, Holdings or Parent shall obtain knowledge of any information relating facts that might make it necessary or appropriate to the Company or any its respective directors, officers or Affiliates should be discovered by the Company that should be set forth in an amendment amend or supplement to the Information Statement so that the Information Statement would not include any misstatement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light contained or incorporated by reference therein not misleading or to comply with applicable law. The Information Statement shall contain the recommendations of the circumstances under which they were made, not misleading, Boards of Directors of Company and Holdings that the Company shall promptly notify Parent Stockholders and an appropriate amendment or supplement describing such information shall be promptly, to the extent required by law, disseminated to the Stockholders. If at any time prior to the Effective Time any information relating to Parent or any of its directors officers or Affiliates should be discovered by Parent that should be set forth in an amendment or supplement to the Information Statement so that the Information Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, Parent shall promptly notify the Company and an appropriate amendment or supplement describing such information shall be promptly, to the extent required by law, disseminated to the Stockholders. The Company shall use all reasonable efforts to solicit from its Stockholders votes or consents in favor of the approval and adoption of this Agreement and the Merger and to secure the vote or consent of Holdings' stockholders required by the DGCL and its certificate of incorporation and by-laws to approve and adopt this Agreement Agreement, the Merger and the Mergerother transactions contemplated by this Agreement, and the conclusion of the Boards of Directors that the terms and conditions of the Merger are fair and reasonable and in the best interests of Company, Holdings and their stockholders. Notwithstanding Anything to the foregoingcontrary contained herein notwithstanding, Holdings and the Company shall not be required include in the Information Statement any information with respect to take any Parent or its affiliates or associates, the form and content of the actions provided for under this Section 7.7 if the Company Board of Directors determines in good faith, based upon advice of legal counsel, that withdrawing, modifying, changing or declining to make its recommendation and declaration regarding this Agreement or the Merger or recommending and declaring advisable any other offer or proposal would be necessary to comply with its fiduciary duties under applicable law (which declinations, withdrawal, modification or change information shall not constitute a breach have been expressly approved by the Company of this Agreement)Parent prior to such inclusion.

Information Statement. Following On or before ninety (90) days after the date of this Agreement, the Company BLBX in cooperation with Evtec, shall prepare an and file with the SEC a preliminary information or disclosure statement and related materials relating to the stockholders meeting Stockholder Consent executed in connection with the Exchange (the definitive form of such information statement, together with any amendments thereof or supplements thereto, the requested written consent in lieu of a meeting) and “Information Statement”). BLBX will, reasonably promptly following the transactions contemplated hereby relating receipt thereof, make available to Evtec any SEC correspondence related to the Merger and this Agreement (the "Information Statement") . Each of BLBX and furnish Evtec shall use their commercially reasonable efforts to cause the information required to be provided to the Stockholders pursuant to the DGCL and other applicable law. The Company shall cause such definitive Information Statement to be mailed to BLBX Stockholders as promptly as practicable after filing of the Stockholders return receipt requested in accordance with the DGCL definitive Information Statement, and the certificate of incorporation shall take all or any action required under any applicable federal, state, securities and by-laws other Legal Requirements in connection with the Stockholders meeting (or issuance of the requested written consent Series B Shares in lieu the Exchange. Each of a meeting). Parent BLBX and Evtec shall promptly provide furnish all information concerning such information Party, such Party’s Subsidiaries and such Party’s directors, executive officers and shareholders, as applicable, to the other parties as the Company other parties may reasonably request regarding Parent in connection with such actions and such other matters regarding Parent as the Company shall deem reasonably necessary to include in the materials to be provided to the Stockholders. The materials submitted to the Stockholders shall include, without limitation, information regarding the Company and Parent, the terms and timing preparation of the Merger, this Agreement Information Statement. BLBX covenants and the unanimous recommendation of the Board of Directors of the Company in favor of the Merger and this Agreement. The information supplied by the Company and Parent for inclusion in the Information Statement shall not, at (i) the time agrees that the Information Statement (or any amendment thereof or supplement theretoand the letter to stockholders included therewith) is first mailed to the Stockholders and (ii) the time of the stockholders' meeting (as described in Section 7.6), will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If at any time prior to the Effective Time any information relating to the Company or any its respective directors, officers or Affiliates should be discovered by the Company that should be set forth in an amendment or supplement to the Information Statement so that the Information Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, . Evtec covenants and agrees that the Company shall promptly notify Parent and an appropriate amendment or supplement describing such information shall be promptly, supplied by Evtec to the extent required by law, disseminated to the Stockholders. If at any time prior to the Effective Time any information relating to Parent or any of its directors officers or Affiliates should be discovered by Parent that should be set forth BLBX for inclusion in an amendment or supplement to the Information Statement so that the Information Statement would will not include contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereinsuch information, in light of the circumstances under which they were made, not misleading, Parent shall promptly notify the Company and an appropriate amendment or supplement describing such information shall be promptly, to the extent required by law, disseminated to the Stockholders. The Company shall use all reasonable efforts to solicit from its Stockholders votes or consents in favor of the approval and adoption of this Agreement and the Merger and to secure the vote or consent of stockholders required by the DGCL and its certificate of incorporation and by-laws to approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, BLBX makes no covenant, representation or warranty with respect to statements made in the Company shall not be required Information Statement (and the letter to take stockholders included therewith), if any, based on information provided by or on behalf of Evtec or any of its Representatives for inclusion therein. If BLBX or Evtec become aware of any event or information that, pursuant to the actions provided for under this Section 7.7 if the Company Board of Directors determines in good faith, based upon advice of legal counsel, that withdrawing, modifying, changing or declining to make its recommendation and declaration regarding this Agreement Securities Act or the Merger Exchange Act, should be disclosed in an amendment or recommending supplement to the Information Statement, then such party shall promptly inform the other parties thereof and declaring advisable any shall cooperate with such other offer parties in filing such amendment or proposal would be necessary supplement with the SEC and, if appropriate, in mailing such amendment or supplement to comply with its fiduciary duties under applicable law (which declinations, withdrawal, modification or change shall not constitute a breach by the Company of this Agreement)BLBX Stockholders.

Information Statement. Following As soon as practicable after the date execution of this AgreementAgreement and, in any event, within ten (10) Business Days after such date, the Company shall prepare an information or disclosure statement and related materials relating to the stockholders meeting (or the requested written consent in lieu of a meeting) and the transactions contemplated hereby relating to the Merger and this Agreement (the "Information Statement") and furnish the information required to be provided to the Stockholders pursuant to the DGCL and other applicable law. The Company shall cause such Information Statement to be mailed to the Stockholders return receipt requested in accordance prepare, with the DGCL and the certificate cooperation of incorporation and by-laws in connection with the Stockholders meeting (or the requested written consent in lieu of a meeting). Parent shall promptly provide such information as the Company may reasonably request regarding Parent and such other matters regarding Parent as the Company shall deem reasonably necessary to include in the materials to be provided to the Stockholders. The materials submitted to the Stockholders shall include, without limitation, information regarding the Company and Parent, the terms Information Statement and timing form of proxy for the Merger, Company Shareholders to approve this Agreement and the unanimous recommendation Merger. Parent and the Company shall each use its commercially reasonable efforts to cause the Information Statement to comply in all material respects with applicable federal and state securities laws requirements. Each of Parent and the Company agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the Board of Directors of the Company in favor of the Merger and this Agreement. The information supplied by the Company and Parent providing Party or its counsel, may be required or appropriate for inclusion in the Information Statement shall notStatement, at (i) or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the time other's counsel and auditors in the preparation of the Information Statement (or any amendment thereof or supplement thereto) is first mailed to Statement. The Company will promptly advise Parent and Parent will promptly advise the Stockholders and (ii) the time of the stockholders' meeting (as described Company in Section 7.6), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If writing if at any time prior to the Effective Time any information relating to either the Company or Parent shall obtain knowledge of any its respective directors, officers facts that might make it necessary or Affiliates should be discovered by the Company that should be set forth in an amendment appropriate to amend or supplement to the Information Statement so that the Information Statement would not include any misstatement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, contained or incorporated by reference therein not misleading, the Company shall promptly notify Parent and an appropriate amendment misleading or supplement describing such information shall be promptly, to the extent required by for compliance with applicable law, disseminated to the Stockholders. If at any time prior to the Effective Time any information relating to Parent or any of its directors officers or Affiliates should be discovered by Parent that should be set forth in an amendment or supplement to the Information Statement so that the Information Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, Parent shall promptly notify the Company and an appropriate amendment or supplement describing such information shall be promptly, to the extent required by law, disseminated to the Stockholders. The Company shall use all reasonable efforts makes no representation, warranty or covenant with respect to solicit from its Stockholders votes any information supplied by Parent or consents Merger Sub that is contained in favor any of the approval and adoption foregoing documents. The Information Statement shall contain the unanimous recommendation of the Company Board that the Shareholders approve this Agreement and the Merger and the conclusion of the Company Board that the terms and conditions of the Merger are fair and reasonable to secure the vote or consent of stockholders required by Company Shareholders. Anything to the DGCL and its certificate of incorporation and by-laws to approve and adopt this Agreement and the Merger. Notwithstanding the foregoingcontrary contained herein notwithstanding, the Company shall not be required include in the Information Statement any information with respect to take any Parent or its affiliates or associates, the form and content of the actions provided for under this Section 7.7 if the Company Board of Directors determines in good faith, based upon advice of legal counsel, that withdrawing, modifying, changing or declining to make its recommendation and declaration regarding this Agreement or the Merger or recommending and declaring advisable any other offer or proposal would be necessary to comply with its fiduciary duties under applicable law (which declinations, withdrawal, modification or change information shall not constitute a breach have been approved in writing by the Company of this Agreement)Parent prior to such inclusion.

Information Statement. Following As promptly as reasonably practicable after the date of this Agreementhereof, but in no event more than seven Business Days after the date hereof, the Company shall prepare an information or disclosure statement and related materials file with the Commission the Preliminary Information Statement, relating to the Stockholder Approval, which shall include that stockholders meeting (or of the requested written consent Company have voted in lieu favor of a meeting) the adoption and approval of all shares of Common Stock exceeding the 19.99% Cap subject to Stockholder Approval, the transactions contemplated hereby relating to herein, the Merger issuance of the Second Tranche Warrants and this Agreement (the "Information Statement") and furnish the information required to be provided to the Stockholders pursuant to the DGCL and other applicable lawunderlying Second Tranche Warrant Shares. The Company shall use commercially reasonable efforts to cause such the Definitive Information Statement to be filed with the Commission and mailed to the Stockholders return Company stockholders as promptly as reasonably practicable after receipt requested in accordance with of a no review decision or any comments from the DGCL and staff of the certificate of incorporation and by-laws in connection with Commission on the Stockholders meeting (Preliminary Information Statement. No filing of, or amendment or supplement to, the Preliminary Information Statement or the requested written consent in lieu of a meeting). Parent shall promptly provide such information as the Company may reasonably request regarding Parent and such other matters regarding Parent as the Company shall deem reasonably necessary to include in the materials to Definitive Information Statement will be provided to the Stockholders. The materials submitted to the Stockholders shall include, without limitation, information regarding the Company and Parent, the terms and timing of the Merger, this Agreement and the unanimous recommendation of the Board of Directors of the Company in favor of the Merger and this Agreement. The information supplied made by the Company without providing the Holder’s outside counsel at least two Business Days to review and Parent for inclusion comment reasonably and in the Information Statement shall not, at (i) the time the Information Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders and (ii) the time of the stockholders' meeting (as described in Section 7.6), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleadinggood faith thereon. If at any time prior to the Effective Time any information relating to the Company Company, or any of its respective directorsAffiliates, officers directors or Affiliates officers, should be discovered by the Company that should is required to be set forth in an amendment or supplement to the Definitive Information Statement Statement, so that the Information Statement such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were are made, not misleading, the Company shall promptly notify Parent the Holder’s outside counsel and an appropriate amendment or supplement describing such information shall be promptlypromptly filed with the Commission and, to the extent required by lawapplicable Law, disseminated to the StockholdersCompany’s stockholders. If at The Company shall promptly notify the Holder’s outside counsel of the receipt of any time prior and all comments from the Commission or the staff of the Commission and of any request by the Commission or the staff of the Commission for amendments or supplements to the Effective Time any Preliminary Information Statement or the Definitive Information Statement for additional information relating to Parent and shall supply the Holder’s outside counsel with copies of all written correspondence between the Company or any of its directors officers representatives, on the one hand, and the Commission or Affiliates should be discovered by Parent that should be set forth in an amendment or supplement the staff of the Commission, on the other hand, with respect to the Preliminary Information Statement so that or the Definitive Information Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, Parent shall promptly notify the Company and an appropriate amendment or supplement describing such information shall be promptly, to the extent required by law, disseminated to the StockholdersStatement. The Company shall use all commercially reasonable efforts to solicit respond to any and all comments from its Stockholders votes the Commission or consents in favor the staff of the approval and adoption of this Agreement and the Merger Commission and to secure the vote or consent of stockholders required any request by the DGCL Commission or the staff of the Commission for amendments or supplements to the Preliminary Information Statement or the Definitive Information Statement, as promptly as reasonably practicable. Any response to the Commission and its certificate any amendments or supplements to the Preliminary Information Statement or the Definitive Information Statement shall be subject to the approval of incorporation and by-laws to approve and adopt this Agreement and the Merger. Notwithstanding the foregoingXxxxxx’s outside counsel, the Company which approval shall not be required to take any unreasonably withheld or delayed. The issuance of the actions provided for under this Section 7.7 if shares of Common Stock exceeding the Company Board of Directors determines in good faith, based upon advice of legal counsel, that withdrawing, modifying, changing or declining to make its recommendation and declaration regarding this Agreement or the Merger or recommending and declaring advisable any other offer or proposal would be necessary to comply with its fiduciary duties under applicable law (which declinations, withdrawal, modification or change shall not constitute a breach 19.99% Cap contemplated by the Company Stockholder Approval may not occur or become effective, as the case may be, prior to the end of this Agreement)the 20 calendar days’ waiting period after the Definitive Information Statement is sent to all holders of Common Stock as of the record date in accordance with Rule 14c-2(b) of the Exchange Act.

Information Statement. Following Each Party shall cooperate with the Other Party in the preparation of the preliminary and the definitive Information Statement, including all amendments or supplements thereto. Parent shall prepare and file with the SEC the preliminary Information Statement as promptly as reasonably practicable following the date of this Agreement. No filing of, or amendment or supplement to, the Information Statement will be made by Parent without first providing the Company a reasonable opportunity to review and comment thereon, and Parent shall prepare an information or disclosure statement consider in good faith all reasonable additions, deletions and related materials relating changes suggested by the Company in connection therewith. Parent shall notify the Company of the receipt of any comments from the SEC with respect to the stockholders meeting (preliminary Information Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to the requested Company, as promptly as reasonably practicable, copies of all written consent in lieu correspondence between Parent or any of a meeting) its Representatives and the transactions contemplated hereby relating SEC with respect to the Merger and this Agreement (the "Information Statement") and furnish . If any comments are received from the staff of the SEC with respect to the preliminary Information Statement, Parent shall respond as promptly as reasonably practicable to such comments. The Company shall, as promptly as reasonably practicable, provide Parent with such information as may be required to be provided included in the Information Statement or as may be reasonably required to respond to any comment of the Stockholders pursuant to SEC. As promptly as reasonably practicable after all comments received from the DGCL staff of the SEC have been cleared by the SEC, Parent shall file the definitive Information Statement with the SEC and other applicable law. The Company shall cause such definitive Information Statement to be mailed to the Stockholders return receipt requested in accordance with the DGCL and the certificate its stockholders of incorporation and by-laws in connection with the Stockholders meeting (or the requested written consent in lieu of a meeting). Parent shall promptly provide such information as the Company may reasonably request regarding Parent and such other matters regarding Parent as the Company shall deem reasonably necessary to include in the materials to be provided to the Stockholders. The materials submitted to the Stockholders shall include, without limitation, information regarding the Company and Parent, the terms and timing of the Merger, this Agreement and the unanimous recommendation of the Board of Directors of the Company in favor of the Merger and this Agreement. The information supplied by the Company and Parent for inclusion in the Information Statement shall not, at (i) the time the Information Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders and (ii) the time of the stockholders' meeting (as described in Section 7.6), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleadingrecord. If at any time prior to the LLC Merger Effective Time Time, any information relating to the Company or Parent, or any its of their respective directorsAffiliates, officers directors or Affiliates should be officers, is discovered by the Company or Parent that should be set forth in an amendment or supplement to the Information Statement Statement, so that the Information Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company Party that discovers such information shall promptly notify the Other Party, and Parent and shall promptly file with the SEC an appropriate amendment or supplement describing such information shall be promptlyand, to the extent required by lawapplicable Legal Requirements, disseminated to the Stockholders. If at any time prior to the Effective Time any information relating to Parent or any of its directors officers or Affiliates should be discovered by Parent that should be set forth in an disseminate such amendment or supplement to the Information Statement so that the Information Statement would not include any misstatement stockholders 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, Parent shall promptly notify the Company and an appropriate amendment or supplement describing such information shall be promptly, to the extent required by law, disseminated to the Stockholders. The Company shall use all reasonable efforts to solicit from its Stockholders votes or consents in favor of the approval and adoption of this Agreement and the Merger and to secure the vote or consent of stockholders required by the DGCL and its certificate of incorporation and by-laws to approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, the Company shall not be required to take any of the actions provided for under this Section 7.7 if the Company Board of Directors determines in good faith, based upon advice of legal counsel, that withdrawing, modifying, changing or declining to make its recommendation and declaration regarding this Agreement or the Merger or recommending and declaring advisable any other offer or proposal would be necessary to comply with its fiduciary duties under applicable law (which declinations, withdrawal, modification or change shall not constitute a breach by the Company of this Agreement)Parent.

Information Statement. Following (a) As promptly as practicable after receipt of the date of this Agreementduly executed and delivered Company Stockholder Consent, the Company shall prepare an information or disclosure statement file the Information Statement with the SEC under the Exchange Act, and related materials relating shall use its reasonable best efforts to have the stockholders meeting (or Information Statement cleared by the requested written consent in lieu of a meeting) and the transactions contemplated hereby relating to the Merger and this Agreement (the "Information Statement") and furnish the information required to be provided to the Stockholders pursuant to the DGCL and other applicable lawSEC promptly. The Company shall cause such provide Parent and its counsel a reasonable opportunity to review and comment upon the Information Statement to be mailed prior to the Stockholders return receipt requested in accordance filing with the DGCL and the certificate of incorporation and by-laws in connection with the Stockholders meeting (or the requested written consent in lieu of a meeting)SEC. Parent shall promptly provide such information as the Company may reasonably request regarding Parent and such other matters regarding Parent as In addition, the Company shall deem reasonably necessary provide Parent and its counsel a written copy of any comments the Company or its counsel may receive from the SEC or its staff with respect to include the Information Statement promptly after receipt of such comments and with copies of any written responses to such comments and telephonic notification of any verbal responses to such comments by the Company or its counsel. The Company agrees to consult with Parent and Purchaser prior to responding to SEC comments with respect to the Information Statement. Each of Parent, Purchaser and the Company agree to correct any information provided by it for use in the materials 50 Information Statement which shall have become false or misleading and the Company shall promptly prepare and mail to be provided its stockholders an amendment or supplement setting forth such correction. The Company shall as soon as reasonably practicable (i) notify Parent of the receipt of any comments from the SEC with respect to the Stockholders. The materials submitted Information Statement and any request by the SEC for any amendment to the Stockholders shall include, without limitation, Information Statement or for additional information regarding and (ii) provide Parent with copies of all written correspondence between the Company and Parentits Representatives, on the terms and timing of the Mergerone hand, this Agreement and the unanimous recommendation of SEC, on the Board of Directors of other hand, with respect to the Company in favor of the Merger and this AgreementInformation Statement. The information supplied by the Company and Parent for inclusion in the Information Statement shall not, at (i) the time use reasonable best efforts to ensure that the Information Statement (or any amendment thereof or supplement theretoi) will not on the date it is first mailed to the Stockholders and (ii) the time stockholders of the stockholders' meeting (as described in Section 7.6), Company and at the Effective Time contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If at any time prior to the Effective Time any information relating to the Company or any its respective directors, officers or Affiliates should be discovered by the Company that should be set forth in an amendment or supplement to the Information Statement so that the Information Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were are made, not misleading, misleading and (ii) will comply as to form in all material respects with the Company shall promptly notify Parent and an appropriate amendment or supplement describing such information shall be promptly, to the extent required by law, disseminated to the Stockholders. If at any time prior to the Effective Time any information relating to Parent or any of its directors officers or Affiliates should be discovered by Parent that should be set forth in an amendment or supplement to the Information Statement so that the Information Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light applicable requirements of the circumstances under which they were made, not misleading, Parent shall promptly notify the Company and an appropriate amendment or supplement describing such information shall be promptly, to the extent required by law, disseminated to the Stockholders. The Company shall use all reasonable efforts to solicit from its Stockholders votes or consents in favor of the approval and adoption of this Agreement and the Merger and to secure the vote or consent of stockholders required by the DGCL and its certificate of incorporation and by-laws to approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, the Company shall not be required to take any of the actions provided for under this Section 7.7 if the Company Board of Directors determines in good faith, based upon advice of legal counsel, that withdrawing, modifying, changing or declining to make its recommendation and declaration regarding this Agreement or the Merger or recommending and declaring advisable any other offer or proposal would be necessary to comply with its fiduciary duties under applicable law (which declinations, withdrawal, modification or change shall not constitute a breach by the Company of this Agreement)Exchange Act.

Information Statement. Following the date of this Agreement, the Company shall prepare an The information or disclosure statement and related materials relating to the stockholders meeting (or the requested written consent in lieu of a meeting) and the transactions contemplated hereby relating to the Merger and this Agreement (the "Information Statement") and furnish the information required to be provided to the Stockholders pursuant to the DGCL and other applicable law. The Company shall cause such Information Statement to be mailed to the Stockholders return receipt requested in accordance with the DGCL and the certificate of incorporation and by-laws in connection with the Stockholders meeting (or the requested written consent in lieu of a meeting). Parent shall promptly provide such information as the Company may reasonably request regarding Parent and such other matters regarding Parent as the Company shall deem reasonably necessary to include in the materials to be provided to the Stockholders. The materials submitted to the Stockholders shall include, without limitation, information regarding the Company and Parent, the terms and timing of the Merger, this Agreement and the unanimous recommendation of the Board of Directors of the Company in favor of the Merger and this Agreement. The information supplied by the Company and Parent Holdings for inclusion in the Information Statement shall not, at (i) the time the Information Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders and (ii) the time of the stockholders' meeting (as described defined in Section 7.6), 5.1) shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If at any time prior The information to the Effective Time any information relating to the Company or any its respective directors, officers or Affiliates should be discovered supplied by the Company that should for inclusion in the proxy statement to be set forth in an amendment or supplement sent to the Information stockholders of the Company and Holdings in connection with the meeting of the Company's stockholders to consider the approval and adoption of this Agreement and the approval of the Merger (the "Company Stockholders' Meeting") and to the stockholders of Holdings in connection with the meeting of Holdings stockholders to consider the approval and adoption of this Agreement and the approval of the Merger (the "Holdings Stockholders' Meeting") (such proxy statement as amended or supplemented is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement so that is first mailed to the Information Statement would not include Company's stockholders and Holdings' stockholders, at the time of the Company Stockholders' Meeting and the Holdings Stockholders' Meeting and at the Effective Time, contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company shall promptly notify Parent Stockholders' Meeting and an appropriate amendment the Holdings Stockholders' Meeting which has become false or supplement describing such information shall be promptly, to the extent required by law, disseminated to the Stockholdersmisleading. If at any time prior to the Effective Time Time, any information event relating to Parent the Company or any of its directors affiliates, officers or Affiliates directors should be discovered by Parent that the Company which should be set forth in an amendment or supplement to the Information Statement so that or a supplement to the Information Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make Proxy Statement, the statements therein, in light of the circumstances under which they were made, not misleading, Parent Company shall promptly notify the Company and an appropriate amendment or supplement describing such information shall be promptly, to the extent required by law, disseminated to the Stockholders. The Company shall use all reasonable efforts to solicit from its Stockholders votes or consents in favor of the approval and adoption of this Agreement and the Merger and to secure the vote or consent of stockholders required by the DGCL and its certificate of incorporation and by-laws to approve and adopt this Agreement and the Mergerinform Parent. Notwithstanding the foregoing, the Company shall not be required makes no representation or warranty with respect to take any information supplied by Parent or Merger Sub which is contained in any of the actions provided for under this Section 7.7 if the Company Board of Directors determines in good faith, based upon advice of legal counsel, that withdrawing, modifying, changing or declining to make its recommendation and declaration regarding this Agreement or the Merger or recommending and declaring advisable any other offer or proposal would be necessary to comply with its fiduciary duties under applicable law (which declinations, withdrawal, modification or change shall not constitute a breach by the Company of this Agreement)foregoing documents.

Information Statement. Following the date execution of this Agreement, the Company shall prepare an information or disclosure statement and related materials relating to the stockholders meeting (or the requested written consent in lieu of a meeting) and the transactions contemplated hereby relating to the Merger and this Agreement (the "Information Statement") and furnish the information required to be provided to the Stockholders pursuant to the DGCL and other applicable law. The Company shall cause such Information Statement to be mailed to the Stockholders return receipt requested in accordance with the DGCL and the certificate of incorporation and by-laws in connection with the Stockholders meeting Written Consent, the Company will cause to be delivered to each Securityholder an information statement regarding the transactions contemplated by this Agreement (as it may be amended or supplemented from time to time, the requested written consent in lieu of a meeting“Information Statement”). Parent shall promptly provide such The Information Statement will constitute an information as statement for the Company’s solicitation of consent of the holders of Company may reasonably request regarding Parent and such other matters regarding Parent as the Company shall deem reasonably necessary to include in the materials to be provided Capital Stock with respect to the Stockholders. The materials submitted to the Stockholders shall include, without limitation, information regarding the Company and Parent, the terms and timing adoption of the Merger, this Agreement and the unanimous recommendation approval of the Board of Directors Mergers and a notice of the availability of dissenters’ rights under the California Law. The Information Statement will also include (i) a statement to the effect that the Company Board has unanimously recommended that the holders of Company Capital Stock vote in favor of the Merger adoption of this Agreement and the approval of the Mergers and (ii) a statement that adoption of this Agreement. The information supplied Agreement constitutes, among other things, approval by the holders of Company Capital Stock of the Securityholders’ Representative Reserve by the Securityholder Representative and the withholding of the Escrow Amount. With respect to the Participating Securityholders that are not “accredited investors” as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Parent will prepare for inclusion in the Information Statement shall notcertain information required pursuant to Rule 502(b) under Regulation D promulgated under the Securities Act at least three Business Days prior to Closing (the “Parent Disclosure”). The Company represents and warrants to Parent that, at (i) except for information supplied by Parent, none of the time information in the Information Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders and (ii) the time thereto will contain, as of the stockholders' meeting (as described in Section 7.6)date of the delivery of such document or the Written Consent, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If at any time prior to the Effective Time any information relating to the Company or any its respective directorsfact, officers or Affiliates should be discovered by the Company that should be set forth in an amendment or supplement to the Information Statement so that the Information Statement would not include any misstatement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. At the Company’s request, Parent shall furnish to the Company shall promptly notify Parent and an appropriate amendment or supplement describing such information shall be promptly, about Parent as Parent deems reasonably necessary to the extent required by law, disseminated to the Stockholders. If at any time prior to the Effective Time any information relating to Parent or any of its directors officers or Affiliates should be discovered by Parent that should be set forth in an amendment or supplement to cause the Information Statement so that to comply with the Information Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light applicable provisions of the circumstances under which they were made, not misleading, Securities Act. The parties shall use commercially reasonable efforts to cooperate in preparing such other documentation to be provided to Securityholders as is required or advisable to exempt the issuance of the Parent shall promptly notify the Company and an appropriate amendment Common Stock issued or supplement describing such information shall be promptly, issuable to the extent required by law, disseminated to Securityholders from registration under the StockholdersSecurities Act. The Company and Participating Securityholders shall use all reasonable efforts to solicit from its Stockholders votes or consents in favor of have no liability for the approval and adoption of this Agreement and the Merger and to secure the vote or consent of stockholders required by the DGCL and its certificate of incorporation and by-laws to approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, the Company shall not be required to take any of the actions provided for under this Section 7.7 if the Company Board of Directors determines in good faith, based upon advice of legal counsel, that withdrawing, modifying, changing or declining to make its recommendation and declaration regarding this Agreement or the Merger or recommending and declaring advisable any other offer or proposal would be necessary to comply with its fiduciary duties under applicable law (which declinations, withdrawal, modification or change shall not constitute a breach by the Company of this Agreement)Parent Disclosure.

Information Statement. Following As promptly as practicable after the date execution of this Agreement, the Company shall prepare prepare, in compliance with applicable Law and the Company Certificate of Incorporation and By-laws, an information or disclosure statement and related materials relating to the stockholders meeting (or consent solicitation of the requested written consent in lieu of a meeting) and the transactions contemplated hereby relating to the Merger and this Agreement (the "Information Statement") and furnish the information required Company Stockholders to be provided to the Stockholders pursuant to the DGCL and other applicable law. The Company shall cause such Information Statement to be mailed to the Stockholders return receipt requested in accordance with the DGCL and the certificate of incorporation and by-laws conducted in connection with the Stockholders meeting Merger which shall contain appropriate disclosure regarding Parent and the Parent Series C Stock (together with any amendments thereof or supplements thereto, the requested written consent in lieu of a meeting“Information Statement”). Parent shall promptly provide such furnish all information concerning it and the holders of its capital stock as the Company may reasonably request regarding Parent in connection with such actions and such other matters regarding Parent as the preparation of the Information Statement. The Company shall deem reasonably necessary mail the Information Statement to include its Company Stockholders as soon as practicable, but in no event later than three (3) Business Days, following the materials to be provided to the Stockholdersexecution of this Agreement. The materials submitted to the Stockholders Information Statement shall include, without limitation, information regarding the Company and Parent, the terms and timing of the Merger, this Agreement and include the unanimous recommendation of the Board Company’s board of Directors directors that adoption of the Merger Agreement by the Company Stockholders is advisable and that the Company’s board of directors has unanimously determined that the Merger is fair and in the best interests of the Company in favor of Stockholders. No amendment or supplement to the Merger and this Agreement. The information supplied Information Statement will be made by the Company and without the approval of Parent for inclusion (which approval shall not be unreasonably withheld, conditioned or delayed). If at any time prior to the First Effective Time, any event or circumstance relating to Parent or any Subsidiary of Parent, or their respective officers or directors, should be discovered by Parent which should be set forth in an amendment or a supplement to the Information Statement, Parent shall promptly inform the Company. If at any time prior to the First Effective Time, any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Information Statement, the Company shall promptly inform Parent. The Information Statement shall notand any amendments or supplements thereto, when distributed or otherwise disseminated to the Company Stockholders, will comply as to form with the applicable requirements of all Laws. The Information Statement, as supplemented or amended, if applicable, at (i) the time the such Information Statement (or any amendment thereof or supplement thereto) thereto is first mailed to the Stockholders and (ii) the time of the stockholders' meeting (as described in Section 7.6)Company Stockholders, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If at any time prior to the Effective Time any information relating to the Company or any its respective directors, officers or Affiliates should be discovered by the Company that should be set forth in an amendment or supplement to the Information Statement so that the Information Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, the Company shall promptly notify Parent and an appropriate amendment or supplement describing such information shall be promptly, to the extent required by law, disseminated to the Stockholders. If at any time prior to the Effective Time any information relating to Parent or any of its directors officers or Affiliates should be discovered by Parent that should be set forth in an amendment or supplement to the Information Statement so that the Information Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, Parent shall promptly notify the Company and an appropriate amendment or supplement describing such information shall be promptly, to the extent required by law, disseminated to the Stockholders. The Company shall use all reasonable efforts to solicit from its Stockholders votes or consents in favor of the approval and adoption of this Agreement and the Merger and to secure the vote or consent of stockholders required by the DGCL and its certificate of incorporation and by-laws to approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, the Company shall not be required to take any of the actions provided for under this Section 7.7 if the Company Board of Directors determines in good faith, based upon advice of legal counsel, that withdrawing, modifying, changing or declining to make its recommendation and declaration regarding this Agreement or the Merger or recommending and declaring advisable any other offer or proposal would be necessary to comply with its fiduciary duties under applicable law (which declinations, withdrawal, modification or change shall not constitute a breach by the Company of this Agreement).

Information Statement. (a) Following the date of this Agreement, the Company shall prepare prepare, with the cooperation of Parent, an information or disclosure statement and related materials relating for the holders of Company Capital Stock to the stockholders meeting (or the requested written consent in lieu of a meeting) approve this Agreement and the transactions contemplated hereby relating to the Merger and this Agreement (the "“Information Statement") ”). The Information Statement shall constitute a disclosure document for the offer and furnish issuance of the information required to be provided to the Stockholders shares of Parent Common Stock pursuant to this Agreement. Company and Parent shall each use commercially reasonable efforts to cause the DGCL and other applicable law. The Company shall cause such Information Statement to be mailed comply with applicable federal and state securities laws requirements. Each of Parent and Company agree to provide promptly to the Stockholders return receipt requested in accordance with the DGCL and the certificate of incorporation and by-laws in connection with the Stockholders meeting (or the requested written consent in lieu of a meeting). Parent shall promptly provide other such information as the Company may reasonably request regarding Parent concerning its business and such other matters regarding Parent as the Company shall deem reasonably necessary to include financial statements and affairs as, in the materials to be provided to the Stockholders. The materials submitted to the Stockholders shall include, without limitation, information regarding the Company and Parent, the terms and timing reasonable judgment of the Mergerproviding party or its counsel, this Agreement and the unanimous recommendation of the Board of Directors of the Company in favor of the Merger and this Agreement. The information supplied by the Company and Parent may be required or appropriate for inclusion in the Information Statement shall notStatement, at (i) or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the time other’s counsel and auditors in the preparation of the Information Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders Statement. Company will promptly advise Parent, and (ii) the time of the stockholders' meeting (as described Parent will promptly advise Company, in Section 7.6), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If writing if at any time prior to the Effective Time of Merger I either shall obtain knowledge of any information relating facts that might make it necessary or appropriate to the Company or any its respective directors, officers or Affiliates should be discovered by the Company that should be set forth in an amendment amend or supplement to the Information Statement so that the Information Statement would not include any misstatement of a material fact or omit to state any material fact necessary in order to make the statements thereincontained or incorporated by reference therein not misleading or to comply with applicable law. Subject to Section 5.2(a)(ii), in light (A) the Information Statement shall include a statement to the effect that the board of directors of Company unanimously recommends that Company’s stockholders vote to adopt this Agreement (the circumstances under which they were made, not misleading, unanimous recommendation of Company’s board of directors that Company’s stockholders vote to adopt this Agreement being referred to as the “Company Board Recommendation”); and (B) the Company Board Recommendation shall promptly notify not be withdrawn or modified in a manner adverse to Parent, and no resolution by the board of directors of Company or any committee thereof to withdraw or modify the Company Board Recommendation in a manner adverse to Parent and an appropriate amendment or supplement describing such information shall be promptly, to adopted or proposed. Company shall not include in the extent required by law, disseminated to the Stockholders. If at any time prior to the Effective Time Information Statement any information relating with respect to Parent or any its affiliates, the form and content of its directors officers or Affiliates should be discovered which information shall not have been approved by Parent that should be set forth in an amendment or supplement prior to the Information Statement so that the Information Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, Parent shall promptly notify the Company and an appropriate amendment or supplement describing such information shall be promptly, to the extent required by law, disseminated to the Stockholders. The Company shall use all reasonable efforts to solicit from its Stockholders votes or consents in favor of the approval and adoption of this Agreement and the Merger and to secure the vote or consent of stockholders required by the DGCL and its certificate of incorporation and by-laws to approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, the Company shall not be required to take any of the actions provided for under this Section 7.7 if the Company Board of Directors determines in good faith, based upon advice of legal counsel, that withdrawing, modifying, changing or declining to make its recommendation and declaration regarding this Agreement or the Merger or recommending and declaring advisable any other offer or proposal would be necessary to comply with its fiduciary duties under applicable law (which declinations, withdrawal, modification or change shall not constitute a breach by the Company of this Agreement)inclusion.

Information Statement. Following The Company shall use its commercially reasonable efforts to obtain a duly executed counterpart to the date Shareholder Consent from each Shareholder that holds Capital Stock as expeditiously as possible after the execution and delivery of the Agreement, and the Company shall promptly deliver such executed documents to Parent. The materials submitted to such holders in connection with soliciting the Shareholder Consent shall include the unanimous recommendation of the Company Board of Directors that such holders vote their shares of Capital Stock in favor of the adoption of this Agreement, the Company shall prepare an information or disclosure statement and related materials relating to the stockholders meeting (or the requested written consent in lieu of a meeting) Merger and the transactions contemplated hereby relating hereby. As promptly as reasonably practicable after the filing of the Certificate of Merger, but in no event later than ten (10) calendar days after the date thereof, the Shareholders’ Representative shall, or shall cause the Paying Agent to, mail or distribute to all holders of shares of Capital Stock not party to the Merger Shareholder Consent a notice and this Agreement information statement (the "an “Information Statement"”) and furnish which shall include (a) the information notification required to be provided by Section 228(e) of the DGCL with respect to the Stockholders pursuant Shareholder Consent, (b) a statement in accordance with Section 262 regarding any appraisal rights of the Shareholders, (c) a request that such holder of shares of Capital Stock execute and deliver to Parent and the Surviving Corporation the Shareholder Consent or other waiver of appraisal rights under Section 262, and (d) such other documents and information about the transactions contemplated hereby as may be required under the DGCL and other applicable law. The Company shall cause such Information Statement to Law and as may otherwise be mailed to the Stockholders return receipt requested in accordance with the DGCL and the certificate of incorporation and by-laws in connection with the Stockholders meeting (or the requested written consent in lieu of a meeting). Parent shall promptly provide such information as the Company may reasonably request regarding Parent and such other matters regarding Parent as the Company shall deem reasonably necessary to include in discharge the materials to be provided to the Stockholders. The materials submitted to the Stockholders shall include, without limitation, information regarding the Company and Parent, the terms and timing duties of the Merger, this Agreement and the unanimous recommendation members of the Board of Directors of the Company in favor of the Merger and this Agreement. The information supplied by the Company and Parent for inclusion in the Information Statement shall not, at (i) the time the Information Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders and (ii) the time of the stockholders' meeting (as described in Section 7.6), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If at any time prior to the Effective Time any information relating to the Company or any its respective directors, officers or Affiliates should be discovered by the Company that should be set forth in an amendment or supplement to the Information Statement so that the Information Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company shall promptly notify Parent and an appropriate amendment or supplement describing such information shall be promptly, to the extent required by law, disseminated to the Stockholders. If at any time prior to the Effective Time any information relating to Parent or any of its directors officers or Affiliates should be discovered by Parent that should be set forth in an amendment or supplement to the Information Statement so that the Information Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, Parent shall promptly notify the Company and an appropriate amendment or supplement describing such information shall be promptly, to the extent required by law, disseminated to the Stockholders. The Company shall use all reasonable efforts to solicit from its Stockholders votes or consents in favor of the approval and adoption of this Agreement and the Merger and to secure the vote or consent of stockholders required by the DGCL and its certificate of incorporation and by-laws to approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, the Company shall not be required to take any of the actions provided for under this Section 7.7 if the Company Board of Directors determines in good faithto the holders of Shares, based upon advice of legal counsel, that withdrawing, modifying, changing or declining to make its recommendation and declaration regarding this Agreement or the Merger or recommending and declaring advisable any other offer or proposal would be necessary to comply together with its fiduciary duties under applicable law (which declinations, withdrawal, modification or change shall not constitute a breach by the Company copy of this Agreement). Within a reasonable period of time prior to the distribution of the Information Statement to the holders of shares of Capital Stock not party to the Shareholder Consent, the Company or the Shareholders’ Representative shall deliver or cause to be delivered to Parent a draft of the Information Statement for Parent’s review and comment, and the Company and the Shareholders’ Representative, as applicable, shall in good faith consider and incorporate any reasonable comments made by Parent to such draft Information Statement in the final Information Statement provided, however, that Parent shall in no way be responsible for any of the content of the Information Statement except for information supplied in writing by Parent expressly for inclusion therein. Notwithstanding anything to the contrary, time is of the essence with regards to all dates and time periods set forth in this Section 6.6.

Information Statement. Following (a) Promptly following the date execution and delivery of this Agreement, Agreement the Company shall prepare and file with the SEC an information or disclosure statement and related materials relating to the stockholders meeting (or the requested written consent in lieu of a meeting) and describing the transactions contemplated hereby relating by the Transaction Documents, disclosing that t he stockholders of the Company have irrevocably consented to the Merger issuance of the Securities and this Agreement the other transactions contemplated hereby in accordance with applicable law, the Company’s Articles of Incorporation and Bylaws and the applicable requirements of Nasdaq and otherwise meeting the requirements of Section 14(c) of the 1934 Act and the rules promulgated thereunder (the "“Information Statement"”) and, after receiving and furnish promptly responding to any comments of the information required to be provided to the Stockholders pursuant to the DGCL and other applicable law. The Company SEC thereon, shall cause promptly mail such Information Statement to be mailed the stockholders of the Company not less than 20 calendar days prior to the Stockholders return receipt requested in accordance with the DGCL and the certificate of incorporation and by-laws in connection with the Stockholders meeting (Closing Date, or such longer period as may be required by applicable law or the requested written consent in lieu Company’s Articles of a meeting)Incorporation or Bylaws. Parent Each Investor shall promptly provide furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request regarding Parent and such other matters regarding Parent as the Company shall deem reasonably necessary to include in the materials to be provided to the Stockholders. The materials submitted to the Stockholders shall include, without limitation, information regarding the Company and Parent, the terms and timing of the Merger, this Agreement and the unanimous recommendation of the Board of Directors of the Company in favor of the Merger and this Agreement. The information supplied by the Company and Parent for inclusion in the Information Statement. The Company will comply with Section 14(c) of the 1934 Act and the rules promulgated thereunder connection with the preparation and mailing of the Information Statement, and the Information Statement shall not, at (i) as of the time date that the Information Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders or at the Stockholders and (ii) the time of the stockholders' meeting (as described in Section 7.6)Closing Date, contain any untrue statement which, at the time and in the light of a the circumstances under which it is made, is false or misleading with respect to any material fact fact, or omit which omits to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the same subject matter which has become false or misleading. If the Company should discover at any time prior to the Effective Time Closing Date, any information event relating to the Company or any of its Subsidiaries or any of their respective directorsaffiliates, officers or Affiliates should be discovered by the Company directors that should is required to be set forth in an a supplement or amendment or supplement to the Information Statement so that the Information Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements thereinStatement, in light of addition to the circumstances Company's obligations under which they were made, not misleadingthe 1934 Act, the Company shall will promptly notify Parent and an appropriate amendment or supplement describing such information shall be promptly, to inform the extent required by law, disseminated to the Stockholders. If at any time prior to the Effective Time any information relating to Parent or any of its directors officers or Affiliates should be discovered by Parent that should be set forth in an amendment or supplement to the Information Statement so that the Information Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, Parent shall promptly notify the Company and an appropriate amendment or supplement describing such information shall be promptly, to the extent required by law, disseminated to the Stockholders. The Company shall use all reasonable efforts to solicit from its Stockholders votes or consents in favor of the approval and adoption of this Agreement and the Merger and to secure the vote or consent of stockholders required by the DGCL and its certificate of incorporation and by-laws to approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, the Company shall not be required to take any of the actions provided for under this Section 7.7 if the Company Board of Directors determines in good faith, based upon advice of legal counsel, that withdrawing, modifying, changing or declining to make its recommendation and declaration regarding this Agreement or the Merger or recommending and declaring advisable any other offer or proposal would be necessary to comply with its fiduciary duties under applicable law (which declinations, withdrawal, modification or change shall not constitute a breach by the Company of this Agreement)Investors thereof.

Information Statement. Following As promptly as practicable after the date execution of this Agreement, the Company Ultravisual and Emageon shall jointly prepare an information or disclosure a statement and related materials relating to the stockholders meeting (or the requested written consent in lieu of a meeting) and the transactions contemplated hereby relating pertaining to the Merger and this Agreement in compliance with the requirements of the Laws of the State of Delaware and with Rule 506 under the Securities Act (the "Information StatementINFORMATION STATEMENT") and furnish the information required to be provided to the Stockholders pursuant to the DGCL and other applicable law. The Company shall cause such Information Statement to be mailed to the Stockholders return receipt requested in accordance with the DGCL and the certificate of incorporation and by-laws used in connection with obtaining the Stockholders meeting (or approval and adoption of this Agreement and approval of this Merger by the requested written consent in lieu of a meeting). Parent shall promptly provide such information as the Company may reasonably request regarding Parent and such other matters regarding Parent as the Company shall deem reasonably necessary to include in the materials to be provided to the Ultravisual Stockholders. The materials submitted Information Statement shall be in a form and content reasonably satisfactory to Emageon. Each of Emageon and Ultravisual agrees to provide promptly to the Stockholders shall includeother such information concerning its business and financial statements and affairs as, without limitation, information regarding in the Company and Parent, the terms and timing reasonable judgment of the Mergerproviding party or its counsel, this Agreement and the unanimous recommendation of the Board of Directors of the Company in favor of the Merger and this Agreement. The information supplied by the Company and Parent may be required or appropriate for inclusion in the Information Statement shall notStatement, at (i) or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the time other's counsel and auditors in the preparation of the Information Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders Statement. Ultravisual will promptly advise Emageon, and (ii) the time of the stockholders' meeting (as described Emageon will promptly advise Ultravisual in Section 7.6), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If writing if at any time prior to the Effective Time either Ultravisual or Emageon, as applicable, shall obtain knowledge of any information relating facts that make it necessary or appropriate to the Company or any its respective directors, officers or Affiliates should be discovered by the Company that should be set forth in an amendment amend or supplement to the Information Statement so that the Information Statement would not include any misstatement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light contained or incorporated by reference therein not misleading or to comply with applicable law. The Information Statement shall contain the recommendation of the circumstances under which they were made, not misleading, Board of Directors of Ultravisual that Ultravisual Stockholders approve the Company shall promptly notify Parent Merger and an appropriate amendment or supplement describing such information shall be promptly, to the extent required by law, disseminated to the Stockholders. If at any time prior to the Effective Time any information relating to Parent or any of its directors officers or Affiliates should be discovered by Parent that should be set forth in an amendment or supplement to the Information Statement so that the Information Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, Parent shall promptly notify the Company and an appropriate amendment or supplement describing such information shall be promptly, to the extent required by law, disseminated to the Stockholders. The Company shall use all reasonable efforts to solicit from its Stockholders votes or consents in favor of the approval and adoption of this Agreement and the Merger and to secure the vote or consent of stockholders required by the DGCL and its certificate of incorporation and by-laws to approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, the Company shall not be required to take any conclusion of the actions provided for under this Section 7.7 if the Company Board of Directors determines in good faith, based upon advice that the terms and conditions of legal counsel, that withdrawing, modifying, changing or declining to make its recommendation and declaration regarding this Agreement or the Merger or recommending are advisable and declaring advisable any other offer or proposal would be necessary fair and reasonable to comply with its fiduciary duties under applicable law (which declinationsand in the best interest of the Ultravisual Stockholders. Anything to the contrary contained herein notwithstanding, withdrawal, modification or change Ultravisual shall not constitute a breach include in the Information Statement any information with respect to Emageon, the form and content of which information shall not have been approved by the Company of this Agreement)Emageon prior to such inclusion.

Information Statement. Following As soon as practicable after the date execution of this Agreement, the Company shall prepare prepare, with the cooperation of Parent, an information statement for the stockholders of the Company with respect to approval of the principal terms of this Agreement and the Merger (such information statement, together with any amendments thereof or disclosure statement and related materials relating supplements thereto, in each case in the form or forms mailed to the stockholders meeting (or the requested written consent in lieu of a meeting) and the transactions contemplated hereby relating to the Merger and this Agreement (Company's stockholders, the "Information Statement") ). The Information Statement shall also constitute a disclosure document for the offer and furnish issuance of the information required shares of Parent Common Stock to be provided received by the holders of Company Capital Stock in the Merger. Parent and the Company shall each use its best efforts to cause the Information Statement to comply in all material respects with applicable federal and state securities laws requirements. Each of Parent and the Company agrees to provide promptly to the Stockholders pursuant other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Information Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Information Statement. The Company will promptly advise Parent and Parent will promptly advise the Company in writing if, at any time prior to the DGCL and other Effective Time, either the Company or Parent shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Information Statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The Company shall cause such Information Statement to be mailed to shall include the Stockholders return receipt requested in accordance with the DGCL and the certificate of incorporation and by-laws in connection with the Stockholders meeting (or the requested written consent in lieu of a meeting). Parent shall promptly provide such information as the Company may reasonably request regarding Parent and such other matters regarding Parent as the Company shall deem reasonably necessary to include in the materials to be provided to the Stockholders. The materials submitted to the Stockholders shall include, without limitation, information regarding the Company and Parent, the terms and timing of the Merger, this Agreement and the unanimous recommendation declaration of the Board of Directors of the Company in favor of the advisability of the Merger and this Agreement. The information supplied by its recommendation that the Company and Parent for inclusion in the Information Statement shall not, at (i) the time the Information Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders and (ii) the time of the stockholders' meeting (as described in Section 7.6), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If at any time prior to the Effective Time any information relating to the Company or any its respective directors, officers or Affiliates should be discovered by the Company that should be set forth in an amendment or supplement to the Information Statement so that the Information Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company shall promptly notify Parent and an appropriate amendment or supplement describing such information shall be promptly, to the extent required by law, disseminated to the Stockholders. If at any time prior to the Effective Time any information relating to Parent or any of its directors officers or Affiliates should be discovered by Parent that should be set forth in an amendment or supplement to the Information Statement so that the Information Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, Parent shall promptly notify the Company and an appropriate amendment or supplement describing such information shall be promptly, to the extent required by law, disseminated to the Stockholders. The Company shall use all reasonable efforts to solicit from its Stockholders votes or consents in favor of the approval and adoption of this Agreement and the Merger and to secure the vote or consent of stockholders required by the DGCL and its certificate of incorporation and by-laws to approve and adopt this Agreement and the Merger. Notwithstanding Anything to the foregoingcontrary contained herein notwithstanding, the Company shall not be required include in the Information Statement any information with respect to take any Parent or its affiliates or associates, the form and content of the actions provided for under this Section 7.7 if the Company Board of Directors determines in good faith, based upon advice of legal counsel, that withdrawing, modifying, changing or declining to make its recommendation and declaration regarding this Agreement or the Merger or recommending and declaring advisable any other offer or proposal would be necessary to comply with its fiduciary duties under applicable law (which declinations, withdrawal, modification or change information shall not constitute a breach have been approved by the Company of this Agreement)Parent prior to such inclusion, which consent shall not be unreasonably withheld.