Common use of Additional Agreements Clause in Contracts

Additional Agreements. SECTION 5.1 Preparation of the Form S-4, Proxy Statement; Stockholders Meeting. (a) As promptly as practicable following the date of this Agreement, Parent and the Company shall prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use all reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company shall use reasonable best efforts to cause the Proxy Statement to be mailed to holders of Company Common Stock as promptly as practicable after the Form S-4 is declared effective. (b) If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company or any of its subsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Company. (c) Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold the Company Stockholders Meeting in accordance with the DGCL for the purpose of obtaining the Company Stockholder Approval and subject to Section 4.3, the Board of Directors of the Company shall recommend to the Company's stockholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby (the "Company Recommendation"). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(d) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligation. (e) The Company shall coordinate and cooperate with Parent with respect to the timing of the Company Stockholders Meeting.

Additional Agreements. SECTION 5.1 6.01. Preparation of the Form S-4, S-4 and the Proxy Statement; Stockholders MeetingMeetings. (a) As promptly soon as practicable following the date of this Agreement, Parent and the Company shall prepare and file with the SEC the Proxy Statement in preliminary form and Parent shall prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus, and each of the Company and Parent shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. The Company and Parent shall each give the other party an opportunity to review, comment on and make reasonable changes to the Proxy Statement and the Form S-4, respectively. Each of Parent and the Company and Parent shall use all its reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to holders of Company Common Stock as promptly as practicable after the Form S-4 is declared effective. (b) If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company or any of its subsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the Company's stockholders of Company. (c) Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any reasonable action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Parent Common Stock in the Merger and under the Company Stock Plans and the Company shall furnish all information concerning the Company and the holders of the Company Common Stock and rights to acquire Company Common Stock pursuant to the Company Stock Plans as may be reasonably requested in connection with any such action. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, the Form S-4 or the Merger. (b) If at any time prior to the Effective Time any event with respect to the Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Form S-4 shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, the Company will promptly notify Parent of such event, and the Company shall cooperate with Parent in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, as required by law, in disseminating the information contained in such amendment or supplement to the stockholders of the Company. (c) If at any time prior to the Effective Time any event with respect to Parent or any Parent Subsidiary, or with respect to other information supplied by the Parent for inclusion in the Proxy Statement or the Form S-4 shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Parent will promptly notify the Company of such event, and Parent shall cooperate with Company in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, as required by law, in disseminating the information contained in such amendment or supplement to the stockholders of the Company. (d) The Company shall, as soon as practicable following effectiveness of the Form S-4, duly call, give notice of, convene and hold a meeting of its stockholders (the "Company Stockholders Meeting in accordance with the DGCL Meeting") for the purpose of obtaining seeking the Company Stockholder Approval Approval. The Company shall consult with Parent in determining a date for such meeting that is reasonably acceptable to Parent and subject to Section 4.3the Company. The Company shall, the Board of Directors of through the Company shall Board, recommend to its stockholders that they give the Company's stockholders Company Stockholder Approval, except to the extent that the Company Board shall have withdrawn or modified its approval and adoption or recommendation of this Agreement, Agreement or the Merger and the other transactions contemplated hereby (the "Company Recommendation"as permitted by Section 5.02(b). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(d) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligation. (e) The Company shall coordinate instruct Deloitte & Touche LLP, the Company's independent public accountants, to deliver to Parent a letter dated a date within two business days before the date on which the Form S-4 shall become effective and cooperate addressed to Parent, the form and substance of which shall be negotiated between Parent and Deloitte & Touche LLP (with Parent the intent that such letter should be customary in scope and substance for letters delivered by such accounting firm in connection with respect registration statements similar to the timing of Form S-4). (f) Parent shall instruct KPMG Peat Marwick LLP, Parent's independent public accountants, to deliver to the Company Stockholders Meetinga letter dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to the Company, the form and substance of which shall be negotiated among the Company, Parent and KPMG Peat Marwick LLP (with the intent that such letter should be customary in scope and substance for letters delivered by such accounting firm in connection with registration statements similar to the Form S-4).

Additional Agreements. SECTION 5.1 Preparation of the Form S-4, S-4 and the Joint Proxy Statement; Stockholders MeetingStockholders' Meetings. (a) As promptly soon as practicable following the date of this Agreement, Parent Phone and ▇▇▇▇▇▇▇▇.▇▇▇ shall prepare and file with the Company SEC the Joint Proxy Statement, and Phone shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Parent Phone and the Company ▇▇▇▇▇▇▇▇.▇▇▇ shall use all commercially reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company shall Phone will use commercially reasonable best efforts to cause the Joint Proxy Statement to be mailed to holders of Company Common Stock Phone's stockholders, and ▇▇▇▇▇▇▇▇.▇▇▇ will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholders, in each case as promptly as practicable after the Form S-4 is declared effectiveeffective under the Securities Act. Phone shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of shares of Phone Common Stock in the Merger and the conversion of ▇▇▇▇▇▇▇▇. (b) ▇▇▇ Options into options to acquire Phone Common Stock, and ▇▇▇▇▇▇▇▇.▇▇▇ shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ and the holders of ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and without providing ▇▇▇▇▇▇▇▇.▇▇▇ the opportunity to review and comment thereon. Phone will advise ▇▇▇▇▇▇▇▇.▇▇▇ promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Phone Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time there shall occur (i) any event with respect information relating to the Company Phone or ▇▇▇▇▇▇▇▇.▇▇▇, or any of its subsidiariestheir respective affiliates, officers or with respect directors, should be discovered by Phone or ▇▇▇▇▇▇▇▇.▇▇▇ which should be set forth in an amendment or supplement to other information supplied by Company for inclusion in any of the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Joint Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in either caselight of the circumstances under which they were made, not misleading, the party which event is required to be described in discovers such information shall promptly notify the other parties hereto and an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so described, and such appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, as to the extent required by law, disseminated to the stockholders of CompanyPhone and ▇▇▇▇▇▇▇▇.▇▇▇. (cb) Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company Phone shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold a meeting of its stockholders (the Company Stockholders Meeting "Phone Stockholders' Meeting") in accordance with the DGCL for the purpose of obtaining the Company Phone Stockholder Approval and shall, subject to the provisions of Section 4.34.2(b) hereof, the through its Board of Directors of the Company shall Directors, recommend to the Company's its stockholders the approval and adoption of this Agreement, the issuance of the shares of Phone Common Stock in the Merger and the other transactions contemplated hereby (the "Company Recommendation"). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(d) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligationPhone Charter Amendment. (e) The Company shall coordinate and cooperate with Parent with respect to the timing of the Company Stockholders Meeting.

Additional Agreements. SECTION 5.1 Preparation 5.01 Conduct of Business Prior to the Form S-4, Proxy Statement; Stockholders MeetingClosing. (a) As promptly as practicable following Parent and Rodeo, Inc. covenant and agree that, between the date of this Agreement and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, Parent unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of the Company and the Company Subsidiaries shall prepare and file with the SEC the Form S-4be conducted only in, in which the Proxy Statement will be included as a prospectus. Each of Parent and the Company and the Company Subsidiaries shall use all reasonable efforts to have not take any action except in, the Form S-4 declared effective under ordinary course of business; (ii) the Securities Act as promptly as practicable after such filing. The Company and the Company Subsidiaries shall use reasonable best efforts to cause preserve substantially intact their business organization, to keep available the Proxy Statement services of the current employees of Rodeo, Inc. and to be mailed preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to holders continue in force with good and responsible insurance companies adequate insurance covering risks of Company Common Stock such types and in such amounts as promptly as practicable after the Form S-4 is declared effectiveare consistent with past practice. (b) If at any time By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the Effective Time there date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall occur not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any event with respect to Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of its subsidiariesany class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other information supplied ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company for inclusion Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the Form S-4 case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Proxy Statement Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) any event with respect currently contemplated to Parentbe conducted by the Company or (iii) ancillary to the Company's current business, or with respect commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to information supplied by Parent for inclusion become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the Form S-4 or the Proxy Statement, in either case, which event is required to be described in an amendment ofordinary course of business, or a supplementgrant any severance or termination pay to, to or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Form S-4 Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the Proxy Statementbenefit of any director, such event shall be so described, and such amendment officer or supplement shall be promptly filed with the SEC and, employee except as required by law, disseminated to the stockholders of Company.; (cxii) Each change any method of accounting or accounting practice by the Company and Parent shall promptly notify or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other of the receipt of any comments arrangement that involves annual payments to or from the SEC Company or its staff Subsidiaries in excess of $25,000,000 singly or any $50,000,000 in the aggregate, other appropriate government official and than in the ordinary course of any requests by the SEC business or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or for additional information and shall supply the other with copies of all correspondence waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company or and/or any of its representatives, or Parent or any of its representatives, as the case may beCompany Subsidiary, on the one hand, and the SEC any of their respective officers, directors, unitholders, owners or its staff or any other appropriate government officialAffiliates, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect which if entered into prior to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide date hereof would be required to each other all information necessary in order be disclosed pursuant to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document.Section 3.20; (dxix) The Company shallmaterially alter (through merger, as promptly as practicable after liquidation, reorganization, restructuring, conversion or in any other fashion) the Form S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold the Company Stockholders Meeting in accordance with the DGCL for the purpose of obtaining the Company Stockholder Approval and subject to Section 4.3, the Board of Directors corporate structure or ownership of the Company shall recommend to the Company's stockholders the approval and adoption of or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, the Merger and the other transactions contemplated hereby (the "Company Recommendation"). Without limiting the generality agreement, commitment or arrangement to do any of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(d) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligation. (e) The Company shall coordinate and cooperate with Parent with respect to the timing of the Company Stockholders Meeting.

Additional Agreements. SECTION 5.1 Section 6.01 Preparation of the Form S-4, S-4 and the Joint Proxy Statement/Prospectus; Stockholders Meeting. (a) As promptly soon as practicable following the date of this Agreement, but in any event within twenty (20) Business Days following the date of this Agreement (to the extent practicable), Parent and the Company shall jointly prepare and cause to be filed with the SEC the Joint Proxy Statement/Prospectus in preliminary form and Parent shall prepare (with the cooperation of the Company) and file with the SEC the Form S-4, in which the Joint Proxy Statement Statement/Prospectus will be included as a prospectus. Each , and each of the Company and Parent shall cooperate with each other and use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto; provided, that consistent with the foregoing, Parent and the Company shall use all their good faith efforts to make the initial filing of the Form S-4 within ten (10) Business Days following the date of this Agreement, it being understood and agreed that the failure to make such filing within such ten (10) Business Day period shall not be deemed to be a breach of this Agreement for any purpose. Each of the Company and Parent shall cooperate with each other and use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Each of the Company and Parent shall use reasonable best efforts to cause the Joint Proxy Statement Statement/Prospectus to be mailed to holders of Company Common Stock as promptly as practicable after the Form S-4 is declared effective. (b) If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company or any of its subsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the Company’s stockholders of Company. (c) Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shall, Parent’s stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Parent Common Stock in the Merger and under the Company Plans and the Company shall furnish all information concerning the Company and the holders of the Company Common Stock and rights to acquire Company Common Stock pursuant to the Company Plans as may be reasonably requested in connection with any such action. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement/Prospectus or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement/Prospectus, the Form S-4 or the Merger. Each party shall give each other party an opportunity to participate in any discussions or meetings such party has with the SEC in connection with the Joint Proxy Statement/Prospectus, the Form S-4 or the Merger. Notwithstanding the foregoing, before filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement/Prospectus (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of Parent and the Company (i) shall provide the other a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response), (ii) shall include in such document or response all comments reasonably proposed by the other and (iii) shall not file or mail such document or respond to the SEC prior to receiving the approval of the other (such approval not to be unreasonably withheld, conditioned or delayed). Each of Parent and the Company shall advise the other, promptly after receipt of notice thereof, of the time of effectiveness of the Form S-4, the issuance of any stop order relating thereto or the suspension of the qualification of the Parent Common Stock included in the Merger Consideration for offering or sale in any jurisdiction, and each of Parent and the Company shall use all reasonable efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of Parent and the Company shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” laws and the rules and regulations thereunder in connection with the Merger and the Share Issuance. (b) If before the Effective Time, any event occurs with respect to the Company, or any change occurs with respect to other information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement/Prospectus or the Form S-4, the Company shall promptly notify Parent of such event, and the Company and Parent shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Joint Proxy Statement/Prospectus and Form S-4 and, as required by law, in disseminating the information contained in such amendment or supplement to the Company’s stockholders. (c) If before the Effective Time, any event occurs with respect to Parent or any Parent Subsidiary, or change occurs with respect to other information supplied by Parent for inclusion in the Joint Proxy Statement/Prospectus or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement/Prospectus or the Form S-4, Parent shall promptly notify the Company of such event, and Parent and the Company shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to the Company’s stockholders. (d) The Company shall, as soon as practicable following effectiveness of the Form S-4, duly call, give notice of, convene and hold a meeting of its shareholders (including any adjournment, postponement or other delay thereof, the “Company Stockholders Meeting in accordance with the DGCL Meeting”) for the purpose of obtaining of, among other things, seeking the Company Stockholder Approval and subject to Section 4.3, the Board of Directors of the Approval. The Company shall recommend use reasonable best efforts to: (x) cause the Joint Proxy Statement/Prospectus to be mailed to the Company's stockholders ’s shareholders as promptly as practicable after the approval and Form S-4 is declared effective under the Securities Act; (y) solicit from the holders of Company Common Stock proxies in favor of the adoption of this Agreement, Agreement and approval of the Merger Merger; and (z) take all other actions necessary or advisable to secure the other transactions contemplated hereby (vote or consent of the "holders of Company Recommendation")Common Stock required by applicable Law to obtain such approval. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(d6.01(d) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change in Proposal or (ii) the withdrawal or modification by the Company Recommendation, unless otherwise directed in writing by Parent, Board of its approval or recommendation of this Agreement or the Merger. (e) Parent shall, as soon as practicable following effectiveness of the Form S-4, duly call, give notice of, convene and hold a meeting of its shareholders (including any adjournment, postponement or other delay thereof, the Merger “Parent Stockholders Meeting”) for the purpose of, among other things, seeking from the holders of Parent Common Stock proxies in favor of the approval of the Share Issuance. Parent shall use reasonable best efforts to: (x) cause the Joint Proxy Statement/Prospectus to be submitted mailed to Parent’s shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act; (y) solicit from the holders of Parent Common Stock proxies in favor of the Share Issuance; and (z) take all other actions necessary or advisable to secure the vote or consent of the holders of Parent Common Stock required by applicable Law to obtain such approval. (f) Notwithstanding anything to the contrary in this Agreement, the Company will be permitted to postpone or adjourn the Company Stockholders Meeting if (i) there are holders of insufficient shares of the Company Common Stock present or represented by proxy at the Company Stockholders Meeting to constitute a quorum at the Company Stockholders Meeting; (ii) the Company is required to postpone or adjourn the Company Stockholders Meeting by applicable Law, order or a request from the SEC; or (iii) the Company Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is required by applicable Law to postpone or adjourn the Company Stockholders Meeting (including, if the Company Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is required by applicable Law) in order to give the stockholders of the Company sufficient time to evaluate any information or disclosure that the Company has sent to the stockholders of the Company at or otherwise made available to the stockholders of the Company Stockholders Meeting for by issuing a press release, filing materials with the purpose SEC or otherwise, in each case in accordance with the terms of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligationthis Agreement. (eg) The Company shall coordinate and cooperate with Parent with respect Notwithstanding anything to the timing contrary in this Agreement, Parent will be permitted to postpone or adjourn the Parent Stockholders Meeting if (i) there are holders of insufficient shares of the Company Parent Common Stock present or represented by proxy at the Parent Stockholders Meeting to constitute a quorum at the Parent Stockholders Meeting; (ii) Parent is required to postpone or adjourn the Parent Stockholders Meeting by applicable Law, order or a request from the SEC; or (iii) the Parent Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is required by applicable Law to postpone or adjourn the Parent Stockholders Meeting (including, if the Parent Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is required by applicable Law) in order to give the stockholders of Parent sufficient time to evaluate any information or disclosure that Parent has sent to the stockholders of Parent or otherwise made available to the stockholders of Parent by issuing a press release, filing materials with the SEC or otherwise, in each case in accordance with the terms of this Agreement.

Additional Agreements. SECTION 5.1 8.01. Preparation of the Form S-4, S-4 and the Proxy Statement; Stockholders Shareholders Meeting. (a) As promptly soon as practicable following the date of this Agreement, Parent CDnow, Holdco, Time Warner and the Company Sony shall jointly prepare and CDnow shall file with the SEC the Proxy Statement in preliminary form and CDnow, Holdco, Time Warner and Sony shall jointly prepare and Holdco shall file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus, and each of CDnow, Holdco, Time Warner and Sony shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Each of Parent CDnow, Holdco, Time Warner and the Company Sony shall use all its reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company CDnow shall use its reasonable best efforts to cause the Proxy Statement to be mailed to holders of Company Common Stock as promptly as practicable after the Form S-4 is declared effective. (b) If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company or any of its subsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Company. (c) Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shall, CDnow's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Holdco shall take any action (other than qualifying to do business in any jurisdiction in which CDnow or Columbia House are not now so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Holdco Common Stock in the Transactions and under CDnow Stock Plans and CDnow Warrants, and CDnow shall furnish all information concerning CDnow and the holders of CDnow Common Stock and rights to acquire CDnow Common Stock pursuant to CDnow Stock Plans and CDnow Warrants as may be reasonably requested in connection with any such action. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, the Form S-4 or the Transactions. No filing of, or amendment or supplement to, the Form S-4 will be made by Holdco, or the Proxy Statement will be made by CDnow, without providing each of Time Warner and Sony the opportunity to review and comment thereon and receiving the prior approval thereof of each of Time Warner and Sony. (b) If at any time prior to the Effective Time any event with respect to CDnow or any CDnow Subsidiary or with respect to other information supplied by CDnow for inclusion in the Proxy Statement or the Form S-4 shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, CDnow shall promptly notify Time Warner and Sony of such event, and CDnow and Holdco shall cooperate with Time Warner and Sony in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (c) If at any time prior to the Effective Time any event with respect to any of the Columbia House Entities or any of the Columbia House Subsidiaries, or with respect to any other information supplied by Time Warner or Sony for inclusion in the Proxy Statement or the Form S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Time Warner or Sony, as the case may be, shall promptly notify CDnow of such event, and Time Warner and Sony shall cooperate with CDnow and Holdco in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (d) CDnow shall, as soon as practicable following the date of this Agreement, establish a record date (which shall be as soon as practicable following the date of this Agreement) for, and duly call, give notice of, convene and hold hold, a meeting of its shareholders (the Company Stockholders Meeting in accordance with the DGCL "CDnow Shareholders Meeting") for the purpose of obtaining the Company Stockholder Approval and subject CDnow Shareholder Approval. CDnow shall use its reasonable efforts to Section 4.3cause the Proxy Statement to be mailed to CDnow's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. CDnow shall, through the Board of Directors of the Company shall CDnow Board, recommend to its shareholders that they give the Company's stockholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby (the "Company Recommendation")CDnow Shareholder Approval. Without limiting the generality of the foregoing, the Company CDnow agrees that its obligations pursuant to the first sentence of this Section 5.1(d8.01(d) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company CDnow of any Company CDnow Takeover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligation. (e) The Company CDnow shall coordinate use its reasonable efforts to cause to be delivered to Time Warner and cooperate Sony a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, CDnow's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to Time Warner and Sony, in form and substance reasonably satisfactory to Time Warner and Sony and customary in scope and substance for comfort letters delivered by independent public accountants in connection with Parent with respect registration statements similar to the timing Form S-4. (f) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to CDnow a letter of Ernst & Young LLP, Columbia House's independent auditors, dated a date within two business days before the Company Stockholders Meetingdate on which the Form S-4 shall become effective and addressed to CDnow, in form and substance reasonably satisfactory to CDnow and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (g) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to Holdco as soon as practicable following the date of this Agreement combined financial statements for MCo, VCo, Columbia House, Columbia House Mexico and Columbia House Canada that comply with the requirements of Items 14(e), (f) and (g) of Form S-4 under the Securities Act, to be included in the Proxy Statement and the Form S-4.

Additional Agreements. SECTION 5.1 6.1 Preparation of the Form S-4, Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. (a) As promptly soon as practicable following the date acceptance for payment of this Agreementand payment for shares of Company Common Stock by Sub in the Offer, Parent and the Company and Parent shall prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use all reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filingStatement. The Company shall use reasonable its best efforts to respond to all SEC comments with respect to the Proxy Statement and to cause the Proxy Statement to be mailed to holders of Company Common Stock as promptly as the Company's stockholders at the earliest practicable after date. The Company, Parent and Sub, shall take all reasonable actions necessary or advisable to cause the Form S-4 is declared effectiveMerger to be approved by shareholders and to effect the Merger. (b) If at any time prior to the Effective Time there shall occur (i) any event with respect to the The Company or any of its subsidiarieswill, or with respect to other information supplied by Company for inclusion in the Form S-4 or as soon as practicable following the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Company. (c) Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shall, as promptly as practicable after the Form S-4 is declared effective under the Securities ActTrigger Date, duly call, give notice of, convene and hold the Company Stockholders Meeting in accordance with the DGCL for the purpose of obtaining the Company Stockholder Approval and subject to Section 4.3, the Board of Directors of the Company shall recommend to the Company's stockholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby (the "Company Recommendation"). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(d) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the this Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligation. (e) The Company shall coordinate and cooperate with Parent with respect to the timing of transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated hereby.

Additional Agreements. SECTION 5.1 5.01. Preparation of the Form S-4, S-4 and the Joint Proxy Statement; Stockholders Meeting. (a) . As promptly soon as practicable following the date of this Agreement, Parent and the Company and Parent shall prepare and file with the SEC the Joint Proxy Statement and Parent shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Parent and the Company and Parent shall use all its commercially reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filingfiling and to keep the Form S-4 effective for so long as necessary to complete the Merger. The Company shall will use its commercially reasonable best efforts to cause the Joint Proxy Statement to be mailed to holders of Company Common Stock as promptly as practicable after the Form S-4 is declared effective. (b) If at any time prior Company's stockholders and Parent will use its commercially reasonable efforts to cause the Effective Time there shall occur (i) any event with respect to the Company or any of its subsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Joint Proxy Statement or (ii) any event with respect to be mailed to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement's shareholders, in either case, which event is required to be described in an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Company. (c) Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the each case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold the Company Stockholders Meeting . Parent shall also take any action (other than qualifying to do business in accordance any jurisdiction in which it is not now so qualified or filing a general consent to service of process) reasonably required to be taken under any applicable state securities laws in connection with the DGCL for issuance of Parent Common Stock in the purpose of obtaining the Company Stockholder Approval Merger, and subject to Section 4.3, the Board of Directors of the Company shall recommend furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested by Parent in connection with any such action and the preparation, filing and distribution of the Joint Proxy Statement and the Form S-4. No filing of, or amendment or supplement to, the Form S-4 will be made by Parent, and no filing, or amendment or supplement to, the Joint Proxy Statement will be made by Parent or the Company, in each case without providing the other party a reasonable opportunity to review and comment thereon. The parties shall notify each other promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Company's stockholders Joint Proxy Statement or the approval Form S-4 or for additional information, and adoption shall supply each other with copies of this Agreementall correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Joint Proxy Statement, the Form S-4, the Merger and or the other transactions contemplated hereby (by this Agreement or the "Company Recommendation")Voting Agreement. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant If at any time prior to the first sentence of this Section 5.1(d) shall not be affected by the commencement, public proposal, public disclosure or communication Effective Time any information relating to the Company or Parent, or any of any Company Takeover Proposal. Notwithstanding any Change in their respective Affiliates, directors or officers, should be discovered by the Company Recommendationor Parent which should be set forth in an amendment or supplement to either of the Form S-4 or the Joint Proxy Statement, unless otherwise directed so that either of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in writing by Parentlight of the circumstances under which they were made, this Agreement not misleading, the party that discovers such information shall promptly notify the other parties hereto and the Merger an appropriate amendment or supplement describing such information shall be submitted promptly filed with the SEC and, to the extent required by law, disseminated to the shareholders of Parent and the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligationCompany. (e) The Company shall coordinate and cooperate with Parent with respect to the timing of the Company Stockholders Meeting.

Additional Agreements. SECTION 5.1 Preparation of the Form S-4, Proxy Statement6.01. PREPARATION OF THE FORM S-4 AND THE JOINT PROXY STATEMENT; Stockholders MeetingSTOCKHOLDERS MEETINGS. (a) As promptly soon as practicable following the date of this Agreement, Parent and the Company and Parent shall prepare and file with the SEC a joint proxy statement (the "Joint Proxy Statement") in preliminary form and Parent shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus, and each of the Company and Parent shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Each of Parent and the Company and Parent shall use all its reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Parent Common Stock in the Merger and under the Company Stock Plan and the Company shall use reasonable best efforts to cause furnish all information concerning the Proxy Statement to be mailed to Company and the holders of the Company Common Stock and rights to acquire Company Common Stock pursuant to the Company Stock Plan as may be reasonably requested in connection with any such action. The parties shall notify each other promptly as practicable after of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement or the Form S-4 is declared effectiveor for additional information and shall supply each other with copies of all correspondence between such or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement, the Form S-4 or the Merger. (b) If If, at any time prior to the Effective Time there shall occur (i) receipt of the Company Stockholder Approval or the Parent Stockholder Approval, any event occurs with respect to the Company or any of its subsidiariesCompany Subsidiary, or any change occurs with respect to other information supplied by the Company for inclusion in the Form S-4 or the Joint Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either caseS-4, which event is required to be described in an amendment of, or a supplementsupplement to, the Joint Proxy Statement or the Form S-4, the Company shall promptly notify Parent of such event, and the Company and Parent shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Joint Proxy Statement and the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by lawLaw, disseminated in disseminating the information contained in such amendment or supplement to the stockholders of Company's stockholders. (c) Each If, at any time prior to the receipt of the Company and Stockholder Approval or the Parent Stockholder Approval, any event occurs with respect to Parent or any Parent Subsidiary, or change occurs with respect to other information supplied by Parent for inclusion in the Joint Proxy Statement or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement or the Form S-4, Parent shall promptly notify the other Company of such event, and Parent and the receipt of any comments from Company shall cooperate in the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings prompt filing with the SEC in connection with of any necessary amendment or supplement to the Merger Joint Proxy Statement and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and and, as required by Law, in disseminating the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary contained in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly such amendment or supplement to the other party any information such party may obtain that could necessitate amending any such documentCompany's stockholders. (d) The Company shall, as promptly soon as practicable after following the Form S-4 is declared effective under the Securities Actdate of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the "Company Stockholders Meeting in accordance with the DGCL Meeting") for the purpose of obtaining seeking the Company Stockholder Approval and subject to Section 4.3, the Board of Directors of the Approval. The Company shall recommend use its reasonable efforts to cause the Joint Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after the approval and adoption date of this Agreement. The Company shall, through the Company Board, recommend to its stockholders that they give the Company Stockholder Approval, except to the extent that the Company Board shall have withdrawn or modified its approval or recommendation of this Agreement or the Merger and as permitted by the other transactions contemplated hereby (the "Company Recommendation"last sentence of Section 5.02(b). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(d6.01(d) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change ; it being understood and agreed among Parent, Sub and the Company that in the Company Recommendationevent that, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted prior to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligation. (e) The Company shall coordinate and cooperate with Parent with respect to the timing date of the Company Stockholders Meeting, the Company withdraws or modifies its approval or recommendation of the Merger and this Agreement in accordance with the last sentence of Section 5.02(b), then for purposes of the first sentence of this Section 6.01(d), the term "Company Stockholder Approval" shall mean both (i) the approval of this Agreement by a majority of the voting power of the holders of the outstanding Company Common Stock and (ii) the approval of this Agreement by a majority of the voting power of the holders of the outstanding Company Common Stock present and duly voted (in person or by proxy) at the Company Stockholders Meeting, exclusive of those votes taken in respect of the shares of Company Common Stock held by Michael J. Gaughan, Jerry Herbst and Franklin Toti.

Additional Agreements. SECTION 5.1 6.1 Preparation of the Proxy Statement and the Form S-4, Proxy Statement; Stockholders MeetingAccountant's Letters. (a) As promptly soon as practicable following the date of hereof: (i) Company and Parent shall jointly prepare for inclusion in the Form S-4, as soon as practicable after the date hereof, a proxy statement (the "Proxy Statement") relating to the Merger and the Share Issuance in accordance with the Exchange Act and the rules and regulations under the Exchange Act, with respect to the transactions contemplated by this Agreement. Company, Parent and Purchaser shall cooperate with each other in the preparation of the Proxy Statement. Company and Parent shall use all reasonable efforts to respond promptly to any comments made by the SEC with respect to the Proxy Statement, and to cause the Proxy Statement to be mailed to the stockholders of Company and Parent at the earliest practicable date after the Form S-4 is declared effective by the SEC. (ii) Parent shall prepare and file with the SEC SEC, as soon as practicable after the date hereof, the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of Company and Parent and the Company shall use all reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Parent also shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Parent Common Stock in the Merger, and Company shall use reasonable best efforts to cause furnish all information concerning Company and the Proxy Statement to be mailed to holders of Company Common Stock the Shares as promptly as practicable after the Form S-4 is declared effectivemay be reasonably requested in connection with any such action. (b) If at any time prior Company shall use its best efforts to cause to be delivered to Parent a letter of Ernst & Young LLP, Company's independent public accountants, dated a date within two business days before the Effective Time there shall occur (i) any event with respect to the Company or any of its subsidiaries, or with respect to other information supplied by Company for inclusion in date on which the Form S-4 or shall become effective, and a letter of Ernst & Young LLP, dated a date within two business days before the Proxy Statement or (ii) any event with respect Closing Date, each addressed to Parent, or in form and substance reasonably satisfactory to Parent and customary in scope and substance for letters delivered by independent accountants in connection with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplement, registration statements similar to the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of CompanyS-4. (c) Each Parent shall use its best efforts to cause to be delivered to Company a letter of KPMG Peat Marwick LLP, Parent's independent public accountants, dated a date within two business days before the date on which the Form S-4 shall become effective and a letter of KPMG Peat Marwick LLP, dated a date within two business days before the Closing Date, each addressed to Company, in form and substance reasonably satisfactory to Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official customary in scope and of any requests substance for letters delivered by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC independent public accountants in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect registration statements similar to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such documentS-4. (d) The Company shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold the Company Stockholders Meeting in accordance with the DGCL for the purpose of obtaining the Company Stockholder Approval and subject to Section 4.3, the Board of Directors of the Company shall recommend to the Company's stockholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby (the "Company Recommendation"). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(d) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligation. (e) The Company shall coordinate and cooperate with Parent with respect to the timing of the Company Stockholders Meeting.

Additional Agreements. SECTION 5.1 Preparation of the Form S-4, Proxy Statement5.1. PREPARATION OF THE FORM S-4 AND THE JOINT PROXY STATEMENT; Stockholders MeetingSTOCKHOLDERS MEETINGS. (a) As promptly soon as practicable following the date of this Agreement, Parent Decor and Interiors shall prepare and file with the Company SEC the Joint Proxy Statement and Interiors shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Parent Decor and the Company Interiors shall use all reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company shall Decor will use reasonable all best efforts to cause the Joint Proxy Statement to be mailed to holders of Company Common Stock Decor's stockholders, and Interiors will use all best efforts to cause the Joint Proxy Statement to be mailed to Interiors's stockholders, in each case as promptly as practicable after the Form S-4 is declared effective. effective under the Securities Act. Interiors shall also take any action (bother than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Interiors Class A Common Stock in the Merger and the approval of the Certificate of Amendment and Decor shall furnish all information concerning Decor and the holders of Decor Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made by Interiors without providing Decor the opportunity to review and comment thereon. Interiors will advise Decor, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Interiors Class A Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time there shall occur (i) any event with respect information relating to the Company Decor or Interiors, or any of its subsidiariestheir respective affiliates, officers or with respect directors, should be discovered by Decor or Interiors which should be set forth in an amendment or supplement to other information supplied by Company for inclusion in any of the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Joint Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in either caselight of the circumstances under which they were made, not misleading, the party which event is required to be described in discovers such information shall promptly notify the other parties hereto and an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so described, and such appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, as to the extent required by law, disseminated to the stockholders of CompanyDecor and Interiors. (cb) Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company Decor shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold a meeting of its stockholders (the Company "Decor Stockholders Meeting Meeting") in accordance with the DGCL for the purpose of obtaining the Company Decor Stockholder Approval and and, subject to its rights to terminate this Agreement pursuant to Section 4.34.2(b), the shall, through its Board of Directors of the Company shall Directors, recommend to the Company's its stockholders the approval and adoption of this Agreement, the Merger Merger, and the other transactions contemplated hereby (the "Company Recommendation")hereby. Without limiting the generality of the foregoingforegoing but subject to its rights to terminate this Agreement pursuant to Section 4.2(b), the Company Decor agrees that its obligations pursuant to the first sentence of this Section 5.1(d5.1(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company Decor of any Company Decor Takeover Proposal. Notwithstanding any Change . (c) Interiors shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold a meeting of its stockholders (the "Interiors Stockholders Meeting") in accordance with the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholders Meeting DGCL for the purpose of approving obtaining the Interiors Stockholder Approval and, subject to its rights to terminate this Agreement pursuant to Section 4.3(b), shall, through its Board of Directors, recommend to its stockholders the approval and adoption of this Agreement, the Merger, the Certificate of Amendment, the New Interiors Stock Plan and the Merger and nothing contained herein other transactions contemplated hereby. Without limiting the generality of the foregoing but subject to its rights to terminate this Agreement pursuant to Section 4.3(b), Interiors agrees that its obligations pursuant to the first sentence of this Section 5.1(c) shall not be deemed affected by the commencement, public proposal, public disclosure or communication to relieve the Company Interiors of such obligationany Interiors Takeover Proposal. (ed) The Company shall coordinate Interiors and cooperate with Parent with respect Decor will use best efforts to hold the timing of Decor Stockholders Meeting and the Company Interiors Stockholders MeetingMeeting on the same date and as soon as reasonably practicable after the date hereof.

Additional Agreements. SECTION 5.1 Section 6.01 Preparation of the Form S-4, Proxy StatementStatement and Schedule 13E-3; Stockholders Company Shareholders Meeting. (a) As reasonably promptly as practicable following the date Agreement Date, the Company will, in a manner that complies in all material respects with Regulation 14A promulgated under the Exchange Act with respect to the Transactions, prepare and cause to be filed with the SEC a proxy statement to be sent to the Company’s shareholders relating to the Company Shareholders Meeting that reflects the terms and conditions of this Agreement, Parent and includes the notice of appraisal rights in the Merger to the holders of shares of Company Shares as required by Section 106(2) of the Bermuda Companies Act, and a copy of the Fairness Opinion in its entirety (including a description of the Fairness Opinion and the financial analysis relating thereto), (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Parent will furnish to the Company shall all information reasonably requested by the Company concerning Parent, Sumitomo or Merger Sub, and provide such other assistance, as the Company may reasonably request in connection with the preparation, filing and distribution of the Proxy Statement. The Company will notify Parent reasonably promptly after its receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement and will provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand. The Company will use its reasonable best efforts to respond as reasonably promptly as practicable to any comments from the SEC with respect to the Proxy Statement, and Parent will cooperate in connection therewith. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company will (i) provide Parent an opportunity to review and comment on the Proxy Statement or response (including the proposed final version of the Proxy Statement or response); and (ii) include all comments reasonably proposed by Parent. (b) The Company and Parent will cooperate to (i) concurrently with the preparation and filing of the Proxy Statement, jointly prepare and file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the Form S-4“Schedule 13E-3”) relating to the Transactions, and furnish to each other all information concerning such Party as may be reasonably requested in which connection with the Proxy Statement will be included preparation of the Schedule 13E-3; (ii) respond as a prospectus. Each of Parent reasonably promptly as practicable to any comments received from the SEC with respect to the Schedule 13E-3 and the Company shall use all reasonable efforts consult with each other prior to have the Form S-4 declared effective under the Securities Act providing such response; (iii) as promptly as practicable after reasonably practicable, prepare and file any amendments or supplements necessary to be filed in response to any such filing. The Company shall comments; (iv) use its reasonable best efforts to cause have cleared by the Proxy Statement staff of the SEC the Schedule 13E-3; and (v) to be mailed to holders of Company Common Stock the extent required by applicable Law, as promptly as reasonably practicable after prepare and file any supplement or amendment to the Form S-4 is declared effectiveSchedule 13E-3. Each Party will promptly notify the other Parties upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Schedule 13E-3 and will provide the other Parties with copies of all correspondence between such Party and its Representatives, on the one hand, and the SEC, on the other hand. (bc) If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company or any of its subsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or change occurs with respect to information supplied by Parent for inclusion in the Form S-4 Proxy Statement or the Proxy Statement, in either case, which event Schedule 13E-3 that is required by Law to be described in an amendment of, or a supplementsupplement to, the Proxy Statement or the Schedule 13E-3, Parent will reasonably promptly notify the Company of such change, and Parent and the Company will cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Form S-4 Proxy Statement or the Proxy StatementSchedule 13E-3, such event shall be so describedas applicable, and as required by Law, in disseminating the information contained in such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Company. (c’s shareholders. Nothing in this Section 6.01(c) Each of will limit the Company and Parent shall promptly notify the other of the receipt obligations of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such documentParty under Section 6.01(a). (d) If prior to the Effective Time any event occurs with respect to the Company or any Company Subsidiary, or any change occurs with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Schedule 13E-3, that is required by Law to be described in an amendment of, or a supplement to, the Proxy Statement or the Schedule 13E-3, the Company will reasonably promptly notify Parent of such event, and the Company and Parent will cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement or the Schedule 13E-3, as applicable, and as required by Law, in disseminating the information contained in such amendment or supplement to the Company’s shareholders. Nothing in this Section 6.01(d) will limit the obligations of any Party under Section 6.01(a). (e) The Company shallwill, as promptly as reasonably practicable after the Form S-4 SEC confirms it has no further comments on the Proxy Statement and the Schedule 13E-3 (i) establish a record date for determining shareholders of the Company entitled to vote at the Company Shareholders Meeting; (ii) not change such record date or establish a different record date for the Company Shareholders Meeting without the prior written consent of Parent unless required to do so by applicable Law (and if the date of the Company Shareholders Meeting as originally called is declared effective under for any reason adjourned or otherwise delayed, the Securities ActCompany agrees that unless Parent has otherwise approved in writing (or as required by applicable Law or stock exchange requirement), the Company will, if possible, implement such adjournment or other delay in such a way that the Company does not need to establish a new record date for the Company Shareholders Meeting, as so adjourned or delayed); and (iii) duly call, give notice of, convene and hold the Company Stockholders Shareholders Meeting in accordance with the DGCL for the purpose of obtaining (A) seeking the Company Stockholder Shareholder Approval and subject to the Minority Shareholder Approval, (B) in accordance with Section 4.3, the Board of Directors 14A of the Company shall recommend Exchange Act and the applicable SEC rules issued thereunder, seeking advisory approval of a proposal to the Company's stockholders ’s shareholders for a non-binding, advisory vote to approve certain compensation that may become payable to the approval and adoption Company’s named executive officers in connection with the completion of this Agreement, the Merger and (C) an adjournment proposal. The Company will not change the date of, postpone or adjourn the Company Shareholders Meeting, or submit any other transactions contemplated hereby proposal to the Company’s shareholders in connection with the Company Shareholders Meeting, without the prior written consent of Parent. The Company will use its reasonable best efforts to (i) promptly cause the Proxy Statement to be mailed to the Company’s shareholders as of the record date established for the Company Shareholders Meeting; and (ii) except if an Adverse Recommendation Change has been made as permitted by Section 5.03(d) and remains in effect, solicit the Company Shareholder Approval and the Minority Shareholder Approval, including by retaining the services of a recognized proxy solicitor reasonably acceptable to Parent. The Company will, through the Special Committee, recommend to its shareholders that they give the Company Shareholder Approval and the Minority Shareholder Approval (the "“Company Recommendation")”) and will include such recommendation in the Proxy Statement and the Schedule 13E-3, in each case, unless the Special Committee has validly made an Adverse Recommendation Change as permitted by Section 5.03(d) that is still in effect. Without limiting the generality of the foregoingThe Company agrees that, unless this Agreement is terminated in accordance with its terms prior thereto, its obligations to hold the Company agrees that its obligations Shareholders Meeting pursuant to the first sentence of this Section 5.1(d) shall 6.01 will not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Alternative Proposal. Notwithstanding , by the making of any Adverse Recommendation Change in by the Special Committee or by any other development; provided, however, that if the public announcement of an Adverse Recommendation Change or the delivery of notice by the Company Recommendationto Parent pursuant to Section 5.03(d)(i) occurs less than 10 Business Days prior to the Company Shareholders Meeting, unless otherwise directed the Company will be entitled to postpone the Company Shareholders Meeting to a date not more than 10 Business Days after the date such Company Shareholders Meeting had previously been scheduled (but in writing by no event to a date after the date that is five Business Days before the End Date). (f) The foregoing provisions of this Section 6.01 notwithstanding, the Company will have the right, after consultation in good faith with Parent, this Agreement and the Merger shall be submitted to the stockholders make one or more successive changes in date, postponements or adjournments of the Company Shareholders Meeting (i) to ensure that any supplement or amendment to the Proxy Statement or Schedule 13E-3 required under applicable Law is timely provided to the shareholders of the Company within a reasonable amount of time, in the good faith judgment of the Special Committee (after consultation with outside counsel), in advance of the Company Shareholders Meeting; (ii) if required by applicable Law or a request from the SEC or its staff; or (iii) if, on a date for which the Company Shareholders Meeting is scheduled, the Company has not received proxies representing a sufficient number of Common Shares to obtain the Company Shareholder Approval and the Minority Shareholder Approval, whether or not a quorum is present; provided that (A) the duration of any such adjournment or postponement is limited to the minimum duration reasonably necessary to remedy the circumstances giving rise to such adjournment or postponement; (B) no single such adjournment or postponement is for more than five Business Days except as may be required by federal securities Laws; and (C) in the case of clause (iii), the Company Shareholders Meeting is not postponed to later than the date that is 10 Business Days after the date for which the Company Shareholders Meeting was originally scheduled without the prior written consent of Parent and that the Company will, and will cause its proxy solicitor to, use reasonable best efforts to solicit such additional proxies (or presence and affirmative vote in person of the Company’s shareholders at the Company Stockholders Shareholders Meeting) as expeditiously as reasonably possible, it being understood that time shall be of the essence. If, on any date for which the Company Shareholders Meeting is scheduled, the Company has not received proxies representing a sufficient number of Common Shares to obtain the Minority Shareholder Approval, the Company will, at Parent’s request, postpone or adjourn the Company Shareholders Meeting on one or more occasions for up to 30 days in the aggregate to allow for the purpose solicitation of approving additional proxies to obtain the Agreement and the Merger and nothing contained herein shall be deemed Minority Shareholder Approval. The Company will also consider in good faith any other request by Parent to relieve postpone the Company of such obligation. (e) The Company shall coordinate and cooperate with Parent with respect to the timing of the Company Stockholders Shareholders Meeting.

Additional Agreements. SECTION 5.1 Preparation of the Form S-4, Proxy StatementRECOMMENDATION; Stockholders MeetingPREPARATION OF PROXY STATEMENT; THE COMPANY STOCKHOLDERS MEETING. (a) As promptly The Company shall, through the Company Board, recommend to its stockholders that they accept the Offer and tender all of their shares of Company Common Stock to Merger Sub and vote in favor of adoption of this Agreement; PROVIDED, HOWEVER, that the Company Board may withdraw or modify such recommendation (and its declaration of the advisability of this Agreement) to the extent that the Company Board determines in good faith to do so consistent with the exercise of its fiduciary duties (after consulting with outside legal counsel and, if appropriate, its outside financial advisor, and other than in connection with a Transaction Proposal) or as permitted under Section 5.4. Except as provided in Section 5.4, if required by the DGCL or the Company's Organizational Documents in order to consummate the Merger, the Company shall, as soon as practicable following the date acquisition by Merger Sub of this Agreement, Parent and the Company shall prepare and file with shares of the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use all reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company shall use reasonable best efforts to cause the Proxy Statement to be mailed to holders of Company Common Stock as promptly as practicable after the Form S-4 is declared effective. (b) If at any time prior pursuant to the Effective Time there shall occur (i) any event with respect to the Company or any of its subsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Company. (c) Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shall, as promptly as practicable after the Form S-4 is declared effective under the Securities ActOffer, duly call, give notice of, convene and hold a meeting of its stockholders (the Company Stockholders Meeting in accordance with the DGCL "COMPANY STOCKHOLDERS MEETING") for the purpose of obtaining the Required Company Stockholder Approval Vote. Parent and subject Merger Sub shall vote or cause to Section 4.3be voted all the shares of Company Common Stock owned of record by Parent, the Board Merger Sub or any of Directors Parent's other Subsidiaries in favor of the Company shall recommend to approval of the Company's stockholders the approval Merger and adoption of this Agreement. After the date hereof and prior to the expiration of the Offer, Parent shall not purchase, offer to purchase, or enter into any contract, agreement or understanding regarding the purchase of shares of Company Common Stock, except pursuant to the terms of the Offer and the Merger. (b) Notwithstanding the preceding paragraph or any other provision of this Agreement, in the event Parent, Merger Sub or any other Subsidiary of Parent shall beneficially own, in the aggregate, at least 90% of the outstanding shares of the Company Common Stock, the Company shall not be required to call the Company Stockholders Meeting or to file or mail the Proxy Statement, and the parties hereto shall, at the request of Parent or the Company and subject to Article VI, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the acceptance for payment of and payment for shares of the Company Common Stock by Merger Sub pursuant to the Offer without a meeting of stockholders of the Company in accordance with Section 253 of the DGCL. (c) If required by applicable law, as soon as practicable following Parent's request, the Company and Parent shall prepare and file with the SEC the Proxy Statement. Each of the Company and Parent shall use reasonable efforts to cause the Proxy Statement to be mailed to the Company's stockholders, as promptly as practicable. The Company shall use its reasonable best efforts to obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Parent, shall respond promptly to any comments of the SEC relating to any preliminary proxy statement regarding the Merger and the other transactions contemplated hereby (by this Agreement and to cause the "Company Recommendation")Proxy Statement to be mailed to its stockholders, all at the earliest practicable time. Without limiting The Company, acting through its Board of Directors, shall include in the generality Proxy Statement the recommendation of its Board of Directors that stockholders of the foregoing, Company vote in favor of the Company agrees that its obligations pursuant to the first sentence approval and adoption of this Section 5.1(d) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger Merger. The Company shall be submitted use its reasonable best efforts to the solicit from stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company proxies in favor of such obligation. (e) The Company approval and adoption and shall coordinate and cooperate with Parent with respect take all other actions necessary or advisable to secure the timing vote or consent of the Company's stockholders required by the DGCL to effect the Merger. All obligations of the Company Stockholders Meetingin this Section 5.1(c) shall be subject to the Company's rights under Section 5.4.

Additional Agreements. SECTION 5.1 Preparation of the Form S-4, Proxy Statement6.01. PREPARATION OF THE FORM S-4 AND THE JOINT PROXY STATEMENT; Stockholders MeetingSTOCKHOLDERS MEETINGS. (a) As promptly soon as practicable following the date of this Agreement, Parent and the Company and Parent shall prepare and file with the SEC a joint proxy statement (the "Joint Proxy Statement") in preliminary form and Parent shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus, and each of the Company and Parent shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Each of Parent and the Company and Parent shall use all its reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Parent Common Stock in the Merger and under the Company Stock Plans and the Company shall use reasonable best efforts to cause furnish all information concerning the Proxy Statement to be mailed to Company and the holders of the Company Common Stock and rights to acquire Company Common Stock pursuant to the Company Stock Plans as may be reasonably requested in connection with any such action. The parties shall notify each other promptly as practicable after of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement or the Form S-4 is declared effectiveor for additional information and shall supply each other with copies of all correspondence between such or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement, the Form S-4 or the Merger. (b) If If, at any time prior to the Effective Time there shall occur (i) receipt of the Company Stockholder Approval or the Parent Stockholder Approval, any event occurs with respect to the Company or any of its subsidiariesCompany Subsidiary, or any change occurs with respect to other information supplied by the Company for inclusion in the Form S-4 or the Joint Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either caseS-4, which event is required to be described in an amendment of, or a supplementsupplement to, to the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Company. (c) Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold the Company Stockholders Meeting in accordance with the DGCL for the purpose of obtaining the Company Stockholder Approval and subject to Section 4.3, the Board of Directors of the Company shall recommend to the Company's stockholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby (the "Company Recommendation"). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(d) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligation. (e) The Company shall coordinate and cooperate with Parent with respect to the timing of the Company Stockholders Meeting.the

Additional Agreements. SECTION 5.1 6.1 Preparation of S-4 and the Form S-4, Proxy Statement; Stockholders Meeting. (a) As promptly as practicable following the date of this Agreement, . Parent and the Company shall will, as promptly as practicable, jointly prepare and file with the SEC the Form S-4Proxy Statement in connection with the vote of the stockholders of the Company in respect of the Merger. Parent will, in which as promptly as practicable, prepare, following receipt of notification from the SEC that it has no further comments on the Proxy Statement will be included as a prospectusStatement, and file with the SEC the S-4 in connection with the registration under the Securities Act of the shares of Parent Common Stock issuable upon conversion of the Shares and the other transactions contemplated hereby. Each of Parent and the Company shall will, and will cause their accountants and lawyers to, use all their reasonable best efforts to have or cause the Form S-4 to be declared effective under the Securities Act as promptly as practicable after filing with the SEC, including, causing their accountants to deliver necessary or required instruments such filingas opinions, consents and certificates, and will take any other action required or necessary to be taken under federal or state securities Laws or otherwise in connection with the registration process (other than qualifying to do business in any jurisdiction which it is not now so qualified or filing a general consent to service of process in any jurisdiction). The Company shall and Parent shall, as promptly as practicable after the receipt thereof, provide to the other party copies of any written comments and advise the other party of any oral comments, in respect of the Proxy Statement or the S-4 received from the staff of the SEC. The Company will provide Parent with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to filing with the SEC and will provide Parent with a copy of all such filings with the SEC. Parent will provide the Company with a reasonable opportunity to review and comment on any amendment or supplement on the S-4 prior to filing with SEC and will provide the Company with a copy of all such filings with the SEC. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. The Company will use its reasonable best efforts to cause the Proxy Statement to be mailed to holders of Company Common Stock as promptly as practicable after the Form S-4 is declared effective. (b) If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company or any of its subsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Company. (c) Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold the Company Stockholders Meeting in accordance with the DGCL for the purpose of obtaining the Company Stockholder Approval and subject to Section 4.3, the Board of Directors of the Company shall recommend to the Company's stockholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby (the "Company Recommendation"). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(d) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligationearliest practicable date. (e) The Company shall coordinate and cooperate with Parent with respect to the timing of the Company Stockholders Meeting.

Additional Agreements. SECTION 5.1 Preparation (i) During the Standstill Period, AK and the MRMP Stockholders agree that they will (A) be present for quorum purposes at any annual or special meeting of the Form S-4Company’s stockholders, Proxy Statement; and (B) vote or cause to be voted (including in any action by written consent) all shares of the Company Common Stock beneficially owned, or deemed to be beneficially owned (as determined under Rule 13d-3 promulgated under the Exchange Act), and entitled to vote as of the record date, by AK and the MRMP Stockholders Meetingin favor of the slate of directors recommended by the Board. (aii) As promptly as practicable following From the date of this AgreementSigning Date and during the Standstill Period, Parent AK and the MRMP Stockholders will grant the Company shall prepare and file an irrevocable proxy to vote such shares in accordance with the SEC the Form S-4, voting obligations set forth in which the Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use all reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company shall use reasonable best efforts to cause the Proxy Statement to be mailed to holders of Company Common Stock as promptly as practicable after the Form S-4 is declared effectivethis Term Sheet. (biii) If During the Standstill Period, the MRMP Stockholders shall have the right to designate up to two (2) persons, inclusive initially of DW and LN, to serve as a director on the Board (together, the “Sherwood Designees,” and each, a “Sherwood Designee”); provided, that, such Sherwood Designee shall, (A) qualify as an “independent director” under the applicable rules of the NYSE and the rules and regulations of the SEC and (B) satisfy the guidelines and policies of the Company with respect to service on the Board applicable to all non-management directors; provided, further, that only one (1) such Sherwood Designee may be an Affiliate of the MRMP Stockholders. (iv) If, at any time prior to the Effective Time there expiration of the Standstill Period, any of the Sherwood Designees are unable or unwilling to serve as a director, the MRMP Stockholders, for so long as they maintain at least 50% of their current ownership of Common Stock as of the Signing Date, shall occur (i) any event with respect have the right to propose to the Company or any of its subsidiariesa replacement director with relevant financial and business experience, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required to who shall be described in an amendment of, or a supplement, subject to the Form S-4 or reasonable approval of the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of CompanyBoard. (cv) Each If, at any time prior to the expiration of the Company Standstill Period, AK is unable or unwilling to serve as a director, AK, for so long as him and Parent shall promptly notify the other his affiliates maintain at least 50% of their current ownership of Common Stock as of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any date of the filings with Term Sheet, shall have the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between right to propose to the Company or any of its representativesreplacement director for himself with relevant financial and business experience, or Parent or any of its representatives, as who shall be subject to the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments approval of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicableBoard. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain ▇▇ further agrees that could necessitate amending any such documenthe will not stand for re-election if his current ownership of Common Stock (excluding his Affiliates) falls below 5.0%. (dvi) The Company shallIf, at any time prior to the expiration of the Standstill Period, JH or KG is unable or unwilling to serve as promptly as practicable after a director, the Form S-4 is declared effective under remaining Board will identify a mutually acceptable qualified fifth board candidate. Each of AK and the Securities ActMRMP Stockholders shall have the ability to recommend candidates to replace JH or KG, duly call, give notice of, convene and hold the Company Stockholders Meeting in accordance with the DGCL for the purpose of obtaining the Company Stockholder Approval and subject to Section 4.3, the Board of Directors final approval of the Company shall recommend to the Company's stockholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby (the "Company Recommendation"). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(d) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligationBoard. (e) The Company shall coordinate and cooperate with Parent with respect to the timing of the Company Stockholders Meeting.

Additional Agreements. SECTION 5.1 Section 6.01 Preparation of the Form S-4, S-4 and the Proxy Statement; Company Stockholders Meeting. (a) As promptly soon as practicable following the date of this Agreement, Parent and the Company shall prepare and file with the SEC the Proxy Statement and Parent shall prepare and Parent shall file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of Parent and the Company and Parent will respond promptly to any comments from the SEC or the staff of the SEC on the Proxy Statement or the Form S-4. Each of the Company and Parent shall use all its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filingfiling and maintain the Form S-4's effectiveness for so long as necessary to consummate the Merger. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to holders of Company Common Stock as promptly as practicable after the Form S-4 is declared effective. (b) If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company or any of its subsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Company. (c) Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shall, as promptly as practicable after the Form S-4 is declared effective under the Securities ActAct (but in no event later than three (3) business days after the date the Form S-4 is declared effective). Parent shall also take any action required to be taken under any applicable state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger, and the Company shall furnish all information concerning the Company and the holders of shares of Company Common Stock as may be reasonably requested by Parent in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 will be made by Parent, and no filing of, or amendment or supplement to the Proxy Statement will be made by the Company, without providing the other party and its counsel a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to either the Form S-4 or the Proxy Statement, so that either such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of the Company. The parties shall notify each other promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of (i) all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement, the Form S-4 or the Merger and (ii) all orders of the SEC relating to the Form S-4. (b) The Company shall, as soon as practicable following the date of this Agreement, establish a record date for and promptly take any and all actions in connection therewith, and as soon as practicable after the Form S-4 is declared effective, duly call, give notice of, convene and hold hold, a meeting of its stockholders (the "Company Stockholders Meeting in accordance with the DGCL Meeting") solely for the purpose of obtaining the Company Stockholder Approval and subject Approval. Subject to Section 4.35.02(b), the Board of Directors of Company shall, through the Company shall Board, recommend to the Company's its stockholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby (the "Company Recommendation")by this Agreement. Without limiting the generality of the foregoing, the Company agrees that its Company's obligations pursuant to the first sentence of this Section 5.1(d6.01(b) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding Proposal or (ii) any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligationAdverse Recommendation Change. (e) The Company shall coordinate and cooperate with Parent with respect to the timing of the Company Stockholders Meeting.

Additional Agreements. SECTION 5.1 Section 6.1 Preparation of the Form S-4, Proxy Statement; Stockholders MeetingStatement and Schedule 13E-3. (a) As promptly as practicable Promptly following the date hereof, the Company, with the assistance and cooperation of this AgreementParent and Merger Sub, shall prepare, and cause to be mailed to the shareholders of the Company as promptly as reasonably practicable after having cleared the SEC comments on the Schedule 13E-3, the Proxy Statement. Parent and Merger Sub shall promptly furnish all information as the Company may reasonably request in connection with such actions and the preparation of the Proxy Statement. The Company will provide Parent with a reasonable opportunity to review and comment on the Proxy Statement prior to mailing the Proxy Statement to the shareholders or any amendments or supplements thereto. (b) Concurrently with the preparation of the Proxy Statement, the Company, Parent and the Company shall prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use all reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company Merger Sub shall use reasonable best efforts to jointly prepare and cause the Proxy Statement to be mailed filed with the SEC the Schedule 13E-3. Each of the Company, Parent and Merger Sub shall use its reasonable best efforts so that the Schedule 13E-3 will comply as to holders form and substance in all material respects with the requirements of Company Common Stock the Exchange Act and the rules and regulations promulgated thereunder. Each party shall, as promptly as practicable after the Form S-4 is declared effectivereceipt thereof, provide to the other party copies of any written comments and advise the other party of any oral comments, with respect to the Schedule 13E-3, received from the SEC and will use its reasonable best efforts to resolve and respond as promptly as practicable to any comments of the SEC regarding the Schedule 13E-3. Each of Parent, Merger Sub and the Company will be provided with a reasonable opportunity to review and comment on the initial Schedule 13E-3 and any amendment or supplement thereto prior to filing with the SEC. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.4, in connection with any disclosure regarding a Change of Recommendation, the Company shall not be required to provide Parent or Merger Sub with the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) such disclosure regarding the Change of Recommendation, or any comments thereon or in any other filing by the Company with the SEC, with respect to such disclosure. (bc) If at any time prior to the Effective Time there shall occur (i) Time, any event with respect information relating to the Company Company, Parent or Merger Sub, or any of its subsidiariestheir respective Affiliates, directors or with respect officers, should be discovered by the Company, Parent or Merger Sub which should be set forth in an amendment or supplement to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) the Schedule 13E-3, so that such document would not include any event with respect misstatement of a material fact or omit to Parent, or with respect state any material fact necessary to information supplied by Parent for inclusion in make the Form S-4 or the Proxy Statementstatements therein, in either caselight of the circumstances under which they are made, not misleading, the party which event is required to be described in discovers such information shall promptly notify the other party and an appropriate amendment of, or a supplement, to the Form S-4 or the Proxy Statement, Schedule 13E-3 describing such event shall be so described, and such amendment or supplement information shall be promptly filed with the SEC and, as required by law, and an appropriate amendment or supplement describing such information shall be disseminated to the stockholders of Company. (c) Each shareholders of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such documentextent required by applicable Law. (d) The Company shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold the Company Stockholders Meeting in accordance with the DGCL for the purpose of obtaining the Company Stockholder Approval and subject to Section 4.3, the Board of Directors of the Company shall recommend to the Company's stockholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby (the "Company Recommendation"). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(d) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligation. (e) The Company shall coordinate and cooperate with Parent with respect to the timing of the Company Stockholders Meeting.

Additional Agreements. SECTION 5.1 Preparation of the Form S-4, Section 6.01 Proxy Statement; Stockholders Meeting. (a) Statement and Schedule 13E-3. As promptly soon as practicable following the date of this Agreement, the Company, with the assistance of Parent and Merger Sub, shall prepare a proxy statement relating to the authorization and approval of this Agreement, the Plan of Merger and the Transactions by the shareholders of the Company including a notice convening the Shareholders’ Meeting in accordance with the Company’s memorandum and articles of association (such proxy statement and notice, as amended or supplemented, being referred to herein as the “Proxy Statement”). Concurrently with the preparation of the Proxy Statement, the Company, Parent and Merger Sub shall jointly prepare a Schedule 13E-3. The Company, Parent and file Merger Sub shall use their reasonable efforts to cause the initial Schedule 13E-3 to be filed with the SEC (with the Form S-4initial Proxy Statement filed as an exhibit) as soon as practicable after the date of this Agreement. Each of the Company, Parent and Merger Sub shall use its reasonable best efforts so that the Schedule 13E-3 will comply as to form in which all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Each of the Company, Parent and Merger Sub shall use its reasonable best efforts to respond promptly to any comments of the SEC with respect to the Proxy Statement will be included as a prospectusand Schedule 13E-3 and to resolve comments from the SEC. Each of the Company, Parent and Merger Sub shall furnish all information concerning such party to the Company shall use all reasonable efforts to have others as may be reasonably requested in connection with the Form S-4 declared effective under preparation, filing and distribution of the Securities Act as promptly as practicable after such filingProxy Statement and Schedule 13E-3. The Company shall use reasonable best efforts to cause the Proxy Statement to be mailed to holders of Company Common Stock as promptly as practicable after the Form S-4 is declared effective. (b) If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company or any of its subsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Company. (c) Each of the Company and Parent shall promptly notify the other of Parent and Merger Sub upon the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by request from the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger Proxy Statement and other transactions contemplated hereby or for additional information Schedule 13E-3 and shall supply the other provide Parent with copies of all correspondence between the Company or any of it and its representatives, or Parent or any of its representatives, as the case may beRepresentatives, on the one hand, and the SEC or and its staff or any other appropriate government officialstaff, on the other hand, with respect . Prior to filing or mailing the Proxy Statement and Schedule 13E-3 (or any amendment or supplement thereto. The Company and Parent shall use their respective reasonable best efforts to respond ) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub a reasonable amount of time to review and comment on such document or response and (ii) shall consider in good faith including in such document or response all comments reasonably proposed by Parent and Merger Sub. If at any time prior to the Form S-4 and Shareholders’ Meeting, any information relating to the Company, Parent, Merger Sub or any of their respective Affiliates, officers or directors, is discovered by the Company, Parent or Merger Sub which should be set forth in an amendment or supplement to the Proxy Statement as promptly as practicable. The Company and Parent Schedule 13E-3 so that (x) the Proxy Statement and Schedule 13E-3 shall cooperate with each other and provide not contain any untrue statement of a material fact or omit to each other all information state any material fact required to be stated therein or necessary in order to prepare make the Form S-4 and statements therein, in light of the Proxy Statementcircumstances under which they are made, not misleading, and shall provide promptly to (y) the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold the Company Stockholders Meeting in accordance with the DGCL for the purpose of obtaining the Company Stockholder Approval and subject to Section 4.3, the Board of Directors shareholders of the Company are able to make an informed decision on whether or not to attend the Shareholders’ Meeting and how to vote, the party which discovers such information shall recommend promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the Company's stockholders extent required by applicable Law, disseminated to the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby (the "Company Recommendation"). Without limiting the generality shareholders of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(d) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligationCompany. (e) The Company shall coordinate and cooperate with Parent with respect to the timing of the Company Stockholders Meeting.

Additional Agreements. SECTION 5.1 5.01. Preparation of the Form S-4, F-4 and the Proxy Statement; Stockholders Meeting. (a) As promptly soon as practicable following the date of this Agreement, Parent and the Company shall prepare and file with the SEC the Proxy Statement and Parent and the Company shall prepare and Parent shall file with the SEC the Form S-4F-4, in which the Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use all reasonable efforts to have the Form S-4 F-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company shall will use all reasonable best efforts to cause the Proxy Statement to be mailed to holders of Company Common Stock the Company's stockholders as promptly as practicable after the Form S-4 F-4 is declared effective. effective under the Securities Act. Parent shall also take any action (bother than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Parent Shares in the Merger, and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action and the preparation, filing and distribution of the Proxy Statement. No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to, the Form F-4 will be made by Parent, or the Proxy Statement will be made by the Company, without providing the other party a reasonable opportunity to review and comment thereon. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form F-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Shares issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Form F-4 or comments thereon and responses thereto or requests by the SEC for additional information. The Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for the amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time there shall occur (i) any event with respect information relating to the Company or any of its subsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect any of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to information supplied by Parent for inclusion in any of the Form S-4 F-4 or the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in either caselight of the circumstances under which they were made, not misleading, the party which event is required to be described in discovers such information shall promptly notify the other parties hereto and an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so described, and such appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, as to the extent required by law, disseminated to the stockholders of the Company. (c) Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (db) The Company shall, as promptly soon as practicable after following the Form S-4 is declared effective under date of this Agreement, establish a record date (which will be as soon as practicable following the Securities Actdate of this Agreement) for, duly call, give notice of, convene and hold a meeting of its stockholders (the Company "Stockholders Meeting in accordance with the DGCL Meeting") solely for the purpose of obtaining the Company Stockholder Approval and subject to Section 4.3, the Board of Directors of the Approval. The Company shall recommend cause the Stockholders Meeting to be held as promptly as practicable after the Company's stockholders the approval and adoption date of this Agreement. Subject to Section 4.02(b)(i), the Merger Company shall, through its Board of Directors, recommend to its stockholders that they adopt this Agreement and shall include such recommendation in the other transactions contemplated hereby (the "Company Recommendation")Proxy Statement. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(d5.01(b) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company or any other person of any Company Takeover Proposal. Notwithstanding any Change in Proposal or (ii) the Company Recommendation, unless otherwise directed in writing withdrawal or modification by Parent, this Agreement and the Merger shall be submitted to the stockholders Board of Directors of the Company at the Company Stockholders Meeting for the purpose or any committee thereof of approving the Agreement and such Board of Directors' or such committee's approval or recommendation of the Merger and nothing contained herein shall be deemed to relieve the Company of such obligationor this Agreement. (e) The Company shall coordinate and cooperate with Parent with respect to the timing of the Company Stockholders Meeting.

Additional Agreements. SECTION 5.1 5.01. Preparation of the Form S-4, the Joint Proxy Statement; Stockholders Meeting. (a) Statement and the Schedule 13E-3. As promptly soon as practicable following the date of this Agreement, the Company and Parent shall (a) prepare and file with the SEC the Joint Proxy Statement and the Company Schedule 13E-3 and (b) Parent shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Parent and the Company and Parent shall and shall cause their respective counsel, accountants and other advisors to use all reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filingfiling (including causing accountants to deliver necessary or required instruments such as opinions, consents and certifications) and to keep the Form S-4 effective for so long as necessary to complete the Merger. The Company shall use reasonable best efforts to will cause (and will make provision that its successor cause) the Joint Proxy Statement to be mailed to holders the Company’s stockholders for purposes of Company Common Stock as promptly as practicable after approving the Form S-4 is declared effective. (b) If at any time prior to Consolidation and the Effective Time there shall occur (i) any event with respect to Merger, and Parent will cause the Company or any of its subsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Joint Proxy Statement or (ii) any event with respect to be mailed to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement’s stockholders, in either case, which event is required to be described in an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Company. (c) Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the each case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold the Company Stockholders Meeting . Parent shall also take any action (other than qualifying to do business in accordance any jurisdiction in which it is not now so qualified or filing a general consent to service of process) reasonably required to be taken under any applicable state securities laws in connection with the DGCL for issuance of Parent Preferred Stock in the purpose of obtaining the Company Stockholder Approval Merger, and subject to Section 4.3, the Board of Directors of the Company shall recommend furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested by Parent in connection with any such action and the preparation, filing and distribution of the Joint Proxy Statement and the Form S-4. The parties shall cooperate and notify each other promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Company's stockholders Joint Proxy Statement, the approval Form S-4 or the Schedule 13E-3 or for additional information, and adoption shall supply each other with copies of this Agreementall correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Joint Proxy Statement, the Form S-4, the Schedule 13E-3, the Merger and or the other transactions contemplated hereby (by this Agreement or the "Company Recommendation")Voting Agreement. Without limiting the generality of the foregoingNo filing of, or amendment or supplement to, the Company agrees that its obligations pursuant Form S-4 will be made by Parent, and no filing, or amendment or supplement to, the Joint Proxy Statement or the Schedule 13E-3 will be made by Parent or the Company, in each case (i) without providing the other party a reasonable opportunity to review and comment thereon or (ii) without the first sentence approval of this Section 5.1(d) both Parent and the Company, which approval shall not be affected unreasonably withheld or delayed; provided, that, with respect to documents filed by a party hereto that are incorporated by reference in the commencementForm S-4 or Joint Proxy Statement, public proposalthis right of approval shall apply only with respect to information relating to the other party or its business, public disclosure financial condition or communication results of operations or the Merger. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of any Company Takeover Proposal. Notwithstanding any Change in their respective Affiliates, directors or officers, should be discovered by the Company Recommendationor Parent which should be set forth in an amendment or supplement to any of the Form S-4, unless otherwise directed the Joint Proxy Statement or the Schedule 13E-3 (including the consummation of the Company Reorganization or the Consolidation), so that any 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 writing by Parentlight of the circumstances under which they were made, this Agreement not misleading, the party that discovers such information shall promptly notify the other parties hereto and the Merger an appropriate amendment or supplement describing such information shall be submitted promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement Parent and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligation. (e) The Company shall coordinate and cooperate with Parent with respect to the timing stockholders of the Company Stockholders MeetingCompany.

Additional Agreements. SECTION 5.1 Section 5.01 Preparation of the Form S-4, S-4 and the Joint Proxy Statement; Stockholders MeetingShareholders Meetings. (a) As promptly soon as practicable following the date of this Agreement, Parent Cinergy and Duke shall prepare and file with the SEC the Joint Proxy Statement and Cinergy, Duke and the Company shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectusincluded. Each of Parent Cinergy, Duke and the Company shall use all its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company shall Cinergy will use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to holders of Company Common Stock as promptly as practicable after the Form S-4 is declared effective. (b) If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company or any of its subsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so describedCinergy's shareholders, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Company. (c) Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or Duke will use its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of cause the SEC with respect to the Form S-4 and the Joint Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with to be mailed to Duke's shareholders, in each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shall, case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Each party hereto shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance of Company Common Stock in the Mergers and each party shall furnish all information concerning itself and its shareholders as may be reasonably requested in connection with any such action. Each party will advise the others, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Company Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If prior to the Effective Time any event occurs with respect to Cinergy, Duke or any subsidiary of Cinergy or Duke, respectively, or any change occurs with respect to information supplied by or on behalf of Cinergy or Duke, respectively, for inclusion in the Joint Proxy Statement or the Form S-4 that, in each case, is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement or the Form S-4, Cinergy or Duke, as applicable, shall promptly notify the other and the Company of such event, and Cinergy or Duke, as applicable, shall cooperate with the Company in the prompt filing with the SEC of any necessary amendment or supplement to the Joint Proxy Statement and the Form S-4 and, as required by law, in disseminating the information contained in such amendment or supplement to Cinergy's shareholders and to Duke's shareholders. (b) Cinergy shall, as soon as reasonably practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the Company Stockholders Meeting in accordance with the DGCL "Cinergy Shareholders Meeting") for the purpose of obtaining the Company Stockholder Approval and subject to Section 4.3, the Board of Directors of the Company shall recommend to the Company's stockholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby (the "Company Recommendation")Cinergy Shareholder Approval. Without limiting the generality of the foregoing, the Company Cinergy agrees that its obligations pursuant to the first sentence of this Section 5.1(d5.01(b) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company Cinergy of any Company Cinergy Takeover Proposal, (ii) the withdrawal or modification by the Board of Directors of Cinergy of its approval or recommendation of this Agreement, the Cinergy Merger or the other transactions contemplated hereby, or (iii) the approval or recommendation of any Cinergy Superior Proposal. Notwithstanding any Change of the events set forth in clauses (i), (ii) and (iii) of the immediately preceding sentence, in the Company Recommendationevent Cinergy fulfills its obligations pursuant to this Section 5.01(b) and the Cinergy Shareholder Approval is not obtained at the Cinergy Shareholders Meeting, unless otherwise directed in writing by Parent, Duke shall not thereafter have the right to terminate this Agreement and the Merger shall be submitted pursuant to the stockholders Sections 7.01(h)(i) as a result of the Company at Board of Directors of Cinergy (or any committee thereof) having, pursuant to Section 4.03(b)(ii), withdrawn or modified, or proposed publicly to withdraw or modify, the Company Stockholders Meeting approval or recommendation by such Board of Directors of this Agreement or the Cinergy Merger, provided Duke shall retain all other rights to terminate this Agreement set forth in Section 7.01. (c) Duke shall, as soon as reasonably practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the "Duke Shareholders Meeting") for the purpose of approving obtaining the Agreement Duke Shareholder Approval. Without limiting the generality of the foregoing, Duke agrees that its obligations pursuant to the first sentence of this Section 5.01(c) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to Duke of any Duke Takeover Proposal, (ii) the withdrawal or modification by the Board of Directors of Duke of its approval or recommendation of this Agreement, the Duke Merger or the other transactions contemplated hereby, or (iii) the approval or recommendation of any Duke Superior Proposal. Notwithstanding any of the events set forth in clauses (i), (ii) and (iii) of the immediately preceding sentence, in the event Duke fulfills its obligations pursuant to this Section 5.01(c) and the Merger and nothing contained herein Duke Shareholder Approval is not obtained at the Duke Shareholders Meeting, Cinergy shall be deemed not thereafter have the right to relieve terminate this Agreement pursuant to Sections 7.01(g)(i) as a result of the Company Board of Directors of Duke (or any committee thereof) having, pursuant to Section 4.04(b)(ii), withdrawn or modified, or proposed publicly to withdraw or modify, the approval or recommendation by such obligationBoard of Directors of this Agreement or the Duke Merger, provided Cinergy shall retain all other rights to terminate this Agreement set forth in Section 7.01. (ed) The Company shall coordinate Cinergy and cooperate with Parent with respect Duke will use their reasonable best efforts to hold the timing Duke Shareholders Meeting and the Cinergy Shareholders Meeting on the same date and as soon as practicable after the date of the Company Stockholders Meetingthis Agreement.

Additional Agreements. SECTION 5.1 Preparation of the Form S-4, Information Statement and Proxy Statement; Stockholders Meeting.. ----------------------------------------- (a) As promptly soon as practicable following after the date execution of this Agreement, Parent Company shall prepare, with the cooperation and reasonable assistance 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 Company other transactions contemplated by this Agreement. The Information Statement shall prepare constitute a disclosure document for the offer and file with issuance of the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each shares of Parent and the Company shall use all reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company shall use reasonable best efforts to cause the Proxy Statement Common Stock to be mailed to received by the holders of Company Common Capital Stock as promptly as practicable after the Form S-4 is declared effective. (b) If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company or any of its subsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Company. (c) Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby a proxy statement for solicitation of shareholder consent to or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold the Company Stockholders Meeting in accordance with the DGCL for the purpose of obtaining the Company Stockholder Approval and subject to Section 4.3, the Board of Directors of the Company shall recommend to the Company's stockholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby hereby, and may be combined with the Proxy Statement as a joint proxy/information statement. Parent and Company shall each use its reasonable best efforts to cause the Information Statement to comply with applicable federal and state securities laws requirements. Each of Parent 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, 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. Company will promptly advise Parent, and Parent will promptly advise Company, in writing if at any time prior to the Effective Time either 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 Information Statement shall contain the recommendation of the Board of Directors of Company that Company shareholders approve and adopt this Agreement, the Merger and the other 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. Anything to the contrary contained herein notwithstanding, Company shall not include in the Information Statement any information with respect to Parent or its affiliates or associates, the form and content of which information shall not have been approved by Parent prior to such inclusion. (b) As soon as practicable after the "execution of this Agreement, Parent shall prepare, with the cooperation of Company, and file with the SEC preliminary proxy materials relating to the Parent Stockholders Meeting and the vote of the stockholders of Parent on the issuance of the Merger Shares pursuant to this Agreement. Parent and Company Recommendation")shall each use its reasonable best efforts to cause the Proxy Statement to comply in all material respects with the Exchange Act and all other applicable federal and state securities law requirements. Each of Parent and Company shall, and shall cause its respective representatives to, fully cooperate with the other such party and its representatives in the preparation of the Proxy Statement, and shall promptly provide to the other such information concerning it and its respective affiliates, directors, officers and securityholders as the other may reasonably request in connection with the preparation of the Proxy Statement. If at any time prior to the Effective Time Company or Parent shall become aware of any fact, event or circumstance that is required to be set forth in an amendment or supplement to the Proxy Statement, such party shall promptly notify the other of such fact, event or circumstance and the other parties shall cooperate with each other in filing with the SEC or any other governmental official and mailing to Parent stockholders such amendment or supplement. The Proxy Statement shall contain the recommendation of the Board of Directors of Parent in favor of the Parent Stockholder Approval; provided, that the Board of Directors of Parent -------- shall have the right to omit, withdraw or modify such recommendation in the event that a Parent Superior Proposal has been made and Parent's Board of Directors has concluded in good faith, after considering applicable state law, on the basis of written advice of outside counsel, that inclusion of such recommendation would not be a proper exercise of the Parent's board of directors' fiduciary duties to Parent's stockholders under applicable law. Notwithstanding any such omission, withdrawal or modification, Parent shall convene and hold (and shall take all action otherwise required by this Agreement to convene and hold) the Parent Stockholders Meeting. Without limiting the generality of the foregoing, the Company agrees that Parent shall use its obligations pursuant reasonable best efforts to the first sentence of this Section 5.1(d) shall not be affected respond promptly to any comments made by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligation. (e) The Company shall coordinate and cooperate with Parent SEC with respect to the timing Proxy Statement (including each preliminary version thereof) and to clear the Proxy Statement as promptly as practicable hereafter. As promptly as practicable after SEC clearance of the Proxy Statement, Parent shall file with the SEC the definitive Proxy Statement and mail or cause to be mailed the Proxy Statement to its stockholders. (c) As soon as practicable after the execution of this Agreement, Parent shall prepare, with the cooperation of Company, the Permit Application. Parent and Company Stockholders Meetingshall each use commercially reasonable efforts to cause the Permit Application to comply with the requirements of applicable federal and state laws. Each of Parent and 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 providing party or its counsel, may be required or appropriate for inclusion in the Permit Application, 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 Permit Application. Company will promptly advise Parent, and Parent will promptly advise Company, in writing if at any time prior to the Effective Time either Company or Parent shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Permit Application in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law.

Additional Agreements. SECTION 5.1 Preparation of the Form S-4, Proxy Statement5.1. PREPARATION OF PROXY STATEMENT; Stockholders MeetingTHE COMPANY STOCKHOLDERS MEETING. (a) As promptly If required by the DGCL or the Company's Organizational Documents in order to consummate the Merger, the Company shall, as soon as practicable following the acquisition by Merger Sub of shares of Company Common Stock pursuant to the Offer, duly call, give notice of, convene and hold a meeting of its stockholders (the "Company Stockholders Meeting") for the purpose of obtaining the Required Company Votes, and, the Company shall, through its Board of Directors, recommend to its stockholders that they vote in favor of the approval of the Merger and the adoption of this Agreement; provided, however, that the Company Board may withdraw, modify or change such recommendation to the extent that the Company Board, after consultation with and based upon the advice of independent legal counsel, determines in good faith that such action is necessary for the Company Board to comply with its fiduciary duties under applicable law. Parent and Merger Sub shall vote or cause to be voted all the shares of Company Common Stock owned of record by Parent, Merger Sub or any of Parent's other Subsidiaries in favor of the approval of the Merger and the adoption of the Agreement. After the date hereof and prior to the expiration of the Offer, Parent shall not purchase, offer to purchase, or enter into any contract, agreement or understanding regarding the purchase of shares of Company Common Stock, except pursuant to the terms of the Offer and the Merger. (b) Notwithstanding the preceding paragraph or any other provision of this Agreement, in the event Parent, Merger Sub or any other Subsidiary of Parent and shall beneficially own, in the aggregate, at least 90% of the outstanding shares of the Company Common Stock, the Company shall not be required to call the Company Stockholders Meeting or to file or mail the Proxy Statement, and the parties hereto shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the acceptance for payment of and payment for shares of Company Common Stock by Merger Sub pursuant to the Offer without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (c) In connection with any stockholder meeting, the Company shall promptly prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use all reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filingStatement. The Company shall use reasonable best efforts to cause the Proxy Statement to be mailed to holders of Company Common Stock as promptly as practicable after the Form S-4 is declared effective. (b) If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company or any of its subsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed cleared with the SEC and, as required by law, disseminated and mailed to the stockholders of Company. (c) Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives's stockholders, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide , and, thereafter, to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold the Company Stockholders Meeting in accordance with the DGCL for the purpose of obtaining the Company Stockholder Approval and subject to Section 4.3, the Board of Directors approval of the Company shall recommend to the Company's stockholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby (the "Company Recommendation"). Without limiting the generality of the foregoing, the Company agrees that by its obligations pursuant to the first sentence of this Section 5.1(d) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligationstockholders. (e) The Company shall coordinate and cooperate with Parent with respect to the timing of the Company Stockholders Meeting.

Additional Agreements. SECTION 5.1 Preparation of the Form S-4, Proxy Permit Application/Information Statement; Stockholders Meeting.. ------------------------------------------------------- (a) As promptly soon as practicable following after the date execution of this Agreement, Parent Digital shall prepare, with the cooperation of Agile, an Information Statement for the Shareholders to approve this Agreement, the Certificate of Merger and the Company shall prepare transactions contemplated hereby and file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use all reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filingthereby. The Company Information Statement shall constitute a disclosure document for the offer and issuance of the shares of Agile Common Stock to be received by the holders of Digital Common Stock in the Merger. Agile and Digital shall each use reasonable best commercial efforts to cause the Proxy Information Statement to comply with applicable federal and state securities laws requirements. Each of Agile and Digital agrees to provide promptly to the 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 mailed required or appropriate for inclusion in the Information Statement, or in any amendments or supplements thereto, and to holders cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of Company Common Stock as the Information Statement. Digital will promptly as practicable after the Form S-4 is declared effective. (b) If advise Agile, and Agile will promptly advise Digital, in writing if at any time prior to the Effective Time there either Digital or Agile shall occur (i) obtain knowledge of any event 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 Information Statement shall contain the recommendation of the Board of Directors of Digital that the Digital shareholders approve the Merger and this Agreement and the conclusion of the Board of Directors that the terms and conditions of the Merger are fair and reasonable to the Shareholders. Anything to the contrary contained herein notwithstanding, Digital shall not include in the Information Statement any information with respect to Agile or its affiliates or associates, the Company or any form and content of its subsidiaries, or with respect which information shall not have been approved by Agile prior to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Companyinclusion. (cb) As soon as practicable after the execution of this Agreement, Agile shall prepare, with the cooperation of Digital, the Permit Application. Agile and Digital shall each use reasonable commercial efforts to cause the Permit Application to comply with the requirements of applicable federal and state laws. Each of the Company Agile and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements Digital agrees to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the 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 Permit Application, 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 Permit Application. Digital will promptly advise Agile, and Agile will promptly advise Digital, in writing if at any time prior to the Effective Time either Digital or Agile shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Permit Application in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. Anything to the contrary contained herein notwithstanding, Agile shall not include in the Permit Application any information such party may obtain that could necessitate amending any such document. (d) The Company shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold the Company Stockholders Meeting in accordance with the DGCL for the purpose of obtaining the Company Stockholder Approval and subject to Section 4.3, the Board of Directors of the Company shall recommend to the Company's stockholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby (the "Company Recommendation"). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(d) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligation. (e) The Company shall coordinate and cooperate with Parent with respect to Digital or its affiliates or associates, the timing form and content of the Company Stockholders Meetingwhich information shall not have been approved by Digital prior to such inclusion.

Additional Agreements. SECTION 5.1 Preparation of the Form S-4, Proxy StatementStatement and Form 10; Stockholders Meeting. (a) As promptly as practicable following the date of this Agreement, Parent and the Company shall prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectusand the Form 10. Each of Parent and the Company shall use all reasonable efforts to have the Form S-4 S-4, in which the Proxy Statement shall be included, declared effective under the Securities Act and the Form 10 declared effective under the Exchange Act as promptly as practicable after such filing. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to holders of Company Common Stock its stockholders as promptly as practicable after the Form S-4 is declared effective; provided, that the Company may elect to postpone the mailing of the Proxy Statement to a date that is no later than at least 20 business days prior to the date Parent informs the Company that the DevCo. Distribution is reasonably capable of being completed. (b) Each of the Company and Parent covenants that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement will, at the date it is first mailed to the stockholders of the Company, or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement and the Form S-4 will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act, as applicable. Notwithstanding the foregoing, (i) no representation or covenant is made by the Company with respect to statements made or incorporated by reference based on information supplied in writing by Parent specifically for inclusion or incorporation by reference in the Form S-4 or Proxy Statement and (ii) no representation or covenant is made by Parent with respect to statements made or incorporated by reference based on information supplied in writing by the Company for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company or any of its subsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Company. (c) Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 S-4, the Proxy Statement and the Proxy StatementForm 10, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold the Company Stockholders Meeting in accordance with the DGCL for the purpose of obtaining the Company Stockholder Approval and subject Approval; provided, that the Company may elect to postpone the Company Stockholders Meeting to a date that is no later than 35 business days after the date of mailing of the Proxy Statement in accordance with Section 5.1(a). Subject to Section 4.3, the Board of Directors of the Company shall recommend to the Company's stockholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby (the "Company Recommendation"). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(d) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligationobligation unless this Agreement has been terminated. (e) The Company shall coordinate and cooperate with Parent with respect to the timing of the Company Stockholders Meeting.

Additional Agreements. SECTION 5.1 5.01. Preparation of the Form S-4, S-4 and the Proxy Statement/Prospectus; Stockholders Company Shareholders Meeting. (a) As promptly soon as practicable following the date of this Agreement, Parent and the Company and Bethlehem shall prepare and file with the SEC the Proxy Statement/Prospectus and Bethlehem shall prepare and file with the SEC the Form S-4, in which the Proxy Statement Statement/Prospectus will be included as a prospectus. Each of Parent and the Company and Bethlehem shall use all reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company shall will use all reasonable best efforts to cause the Proxy Statement Statement/Prospectus to be mailed to holders of Company Common Stock as promptly as practicable after the Form S-4 is declared effective. (b) If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company or any of its subsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Company. (c) Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shall, 's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Bethlehem shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Bethlehem Common Stock in connection with the Merger and the Company shall furnish all information concerning the Company and the holders of the Company Common Stock as may be reasonably requested in connection with any such action. (b) Subject to the fiduciary duties of the directors under applicable law, the Company will, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the "Company Stockholders Meeting in accordance with the DGCL Shareholders Meeting") for the purpose of obtaining the Company Stockholder Approval and subject Shareholder Approval. Subject to Section 4.3, the Board of Directors fiduciary duties of the Company shall recommend to the Company's stockholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby (the "Company Recommendation"). Without limiting the generality of the foregoingdirectors under applicable law, the Company agrees that will, through its obligations pursuant Board of Directors, recommend to its shareholders the first sentence adoption of this Section 5.1(d) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted to the stockholders approval of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligationtransactions contemplated hereby. (e) The Company shall coordinate and cooperate with Parent with respect to the timing of the Company Stockholders Meeting.

Additional Agreements. SECTION 5.1 Section 7.01 Preparation of the Form S-4, S-4 and Joint Proxy Statement; Stockholders Meeting. (a) /Prospectus. As promptly as is reasonably practicable following the date of this Agreement, Parent Allied and Republic shall, except as otherwise permitted by this Agreement or as may be necessary to avoid violation of applicable Law, cooperate in preparing, and prepare, (i) a joint proxy statement/prospectus (together with any amendments thereof or supplements thereto, the “Joint Proxy Statement/Prospectus”) in order to seek the Allied Stockholder Approval and the Company shall prepare Republic Stockholder Approval and file with the SEC (ii) the Form S-4, which Republic shall file with the SEC, and in which the Joint Proxy Statement Statement/Prospectus will be included as a prospectus. Each Except as otherwise permitted by this Agreement or as may be necessary to avoid violation of Parent applicable Law, (A) each of Allied and the Company shall Republic will use all its commercially reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company filing and keep the Form S-4 effective for so long as necessary to consummate the Merger and (B) each of Allied and Republic shall use its respective commercially reasonable best efforts to cause the Joint Proxy Statement Statement/Prospectus to be mailed to the holders of Company the Allied Common Stock as promptly as practicable after the Form S-4 is declared effective. (b) If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company or any of its subsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Company. (c) Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments holders of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shall, Republic Common Stock as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Republic shall also take any action required to be taken under any applicable state securities Laws in connection with the issuance of shares of Republic Common Stock in the Merger, duly call, give notice and Allied shall furnish all information concerning Allied and the Allied stockholders as may be reasonably requested by Republic in connection with any such action. No filing of, convene or amendment or supplement to, the Form S-4 will be made by Republic, and hold no filing of or amendment or supplement to the Company Stockholders Meeting Joint Proxy Statement/Prospectus will made by Republic or Allied, in accordance each case without providing the other party a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time, any information relating to Allied or Republic, or any of their respective Affiliates, directors or officers, should be discovered by Allied or Republic which should be set forth in an amendment or supplement to either the Form S-4 or the Joint Proxy Statement/Prospectus, so that either such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed with the DGCL for the purpose of obtaining the Company Stockholder Approval and subject to Section 4.3SEC and, the Board of Directors of the Company shall recommend to the Company's stockholders the approval and adoption of this Agreementextent required by Law, the Merger and the other transactions contemplated hereby (the "Company Recommendation"). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(d) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted disseminated to the stockholders of each of Allied and Republic. The parties shall notify each other promptly of the Company at receipt of any comments from the Company Stockholders Meeting SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the purpose Joint Proxy Statement/Prospectus or the Form S-4 or for additional information and shall supply each other with (x) copies of approving all correspondence and a description of all material oral discussions between it or any of its respective Representatives, on the Agreement one hand, and the Merger and nothing contained herein shall be deemed to relieve SEC or the Company staff of such obligation. (e) The Company shall coordinate and cooperate with Parent the SEC, on the other hand, with respect to the timing Joint Proxy Statement/Prospectus, the Form S-4 or the Merger and (y) copies of all orders of the Company Stockholders Meeting.SEC relating to the Form S-4. 40

Additional Agreements. SECTION 5.1 Preparation of the Form S-4, Proxy Statement; Stockholders MeetingStatement and Schedule 13E-3. (a) As promptly as practicable following the date of this Agreement, Parent and the The Company shall prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use all reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company shall prepare and file a proxy or information statement relating to the Stockholders' Meeting (together with all amendments, supplements and exhibits thereto, the "Proxy Statement") with the SEC and will use reasonable its best efforts to respond to the comments of the SEC and to cause the Proxy Statement to be mailed to holders the Company's stockholders at the earliest practical time. The Company shall use its best efforts to obtain from the Financial Advisor an opinion (that shall not at the time of Company Common Stock as promptly as practicable after the Form S-4 is declared effective. (b) If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company or any mailing of its subsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Company. (cthe Company be subject to adverse comment by the SEC) Each as to the fairness of the transactions contemplated hereby and to cause the same to be reproduced and furnished to its stockholders in connection with the Proxy Statement. The Company and Parent shall will notify Levy Acquisition Co. promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests request by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby Proxy Statement or for additional information and shall will supply the other Levy Acquisition Co. with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government officialstaff, on the other hand, with respect theretoto the Proxy Statement or the Merger. If at any time prior to the Stockholders' Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company will promptly prepare and mail to its stockholders such an amendment or supplement. The Company will not mail any Proxy Statement, or any amendment or supplement thereto, to which Levy Acquisition Co. reasonably objects. The Company hereby consents to the inclusion in the Proxy Statement of the recommendation of the Board described in Section 5.2, subject to any modification, amendment or withdrawal thereof, and Parent represents that the Independent Advisor has, subject to the terms of its engagement letter with the Company, consented to the inclusion of references to its opinion in the Proxy Statement. (b) The Company and Levy Acquisition Co. shall use their respective reasonable best efforts together prepare and file a Transaction Statement on Schedule 13E-3 (together with all amendments and exhibits thereto, the "Schedule 13E-3") under the Exchange Act. Levy Acquisition Co. shall furnish all information concerning it, its affiliates and the holders of its capital stock required to be included in the Schedule 13E-3 and, after consultation with each other, shall respond promptly to any comments of made by the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such documentSchedule 13E-3. (d) The Company shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold the Company Stockholders Meeting in accordance with the DGCL for the purpose of obtaining the Company Stockholder Approval and subject to Section 4.3, the Board of Directors of the Company shall recommend to the Company's stockholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby (the "Company Recommendation"). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(d) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligation. (e) The Company shall coordinate and cooperate with Parent with respect to the timing of the Company Stockholders Meeting.

Additional Agreements. SECTION 5.1 Preparation of the Form S-4, Proxy Statement6.1. PREPARATION OF PROXY STATEMENT; Stockholders MeetingSTOCKHOLDER MEETING; COMFORT LETTERS. (a) As promptly as practicable Promptly following the date of this Agreement, Parent and the Company shall prepare and file with the SEC the Form S-4, in which the Proxy Statement will (the "Proxy Statement") required to be included as a prospectus. Each distributed to holders of Parent Company Common Stock in connection with the Merger and include therein the recommendation of the Board that the stockholders of the Company shall use all reasonable efforts vote in favor of the approval and adoption of this Agreement and include therein the written opinion of ▇▇▇-▇▇▇▇, ▇▇▇▇▇▇ Inc. (the "Financial Adviser") that the cash consideration to have be received by the Form S-4 declared effective under stockholders of the Securities Act as promptly as practicable after Company pursuant to the Merger is fair, from a financial point of view, to such filingstockholders; provided, however, that the Board of Directors of the Company may fail to make or may withdraw or modify such recommendation, if, in accordance with Section 5.4, the Board of Directors of the Company recommends a Superior Proposal. The Company shall use its reasonable best efforts to obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Emerald, respond promptly to any comments made by the Securities and Exchange Commission (the "SEC") with respect to the Proxy Statement and any preliminary version thereof. Emerald will cooperate with the Company in connection with the preparation of the Proxy Statement including, but not limited to, furnishing to the Company any and all information regarding Emerald as may be required to be disclosed therein. The Company will use reasonable best efforts to cause the Proxy Statement to be mailed to holders of Company Common Stock the Company's stockholders as promptly as practicable after the Form S-4 is declared effectivepracticable. (b) If at any time prior All filings with the SEC and all mailings to the Effective Time there shall occur (i) any event Company's stockholders in connection with respect to the Company or any of its subsidiariesMerger, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or including the Proxy Statement, in either caseshall be subject to the prior review, which event is required comment and approval of Emerald (such approval not to be described in an amendment of, unreasonably withheld or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Companydelayed). (c) Each The Company will, as promptly as practicable following the date of this Agreement and in consultation with Emerald, duly call and give notice of, and, provided that this Agreement has not been terminated, convene and hold, the Company Stockholders' Meeting for the purpose of approving this Agreement and Parent shall promptly notify the other of transactions contemplated by this Agreement to the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests extent required by the SEC or its staff or any other appropriate government official for amendments or supplements to any of DGCL (the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the "Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect theretoStockholders' Meeting"). The Company and Parent shall will use their respective reasonable best efforts to respond to any comments of hold such meeting as soon as practicable after the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such documentdate hereof. (d) The Company shallUpon the request of Emerald, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold the Company Stockholders Meeting in accordance with the DGCL for the purpose of obtaining the Company Stockholder Approval and subject to Section 4.3, the Board of Directors of the Company shall recommend use reasonable best efforts to cause to be delivered to the Company and Emerald a letter of Ernst & Young LLP, the Company's stockholders independent public accountants, dated a date within two (2) business days before the approval and adoption date of this Agreement, mailing the Merger and the other transactions contemplated hereby (the "Company Recommendation"). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(d) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted Proxy Statement to the stockholders of the Company at and a letter of Ernst & Young LLP dated a date within two (2) business days before the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligation. (e) The Company shall coordinate and cooperate with Parent with respect Stockholders' Meeting, addressed to the timing of Company, in each case customary in scope and substance for letters delivered by independent public accountants in connection with proxy statements similar to the Company Stockholders MeetingProxy Statement; PROVIDED, HOWEVER, that such letters shall only be delivered to the extent permitted under accounting principles and pronouncements applicable to the U.S. accounting profession.

Additional Agreements. SECTION 5.1 Preparation of the Form S-4, Proxy Statement6.1. PREPARATION OF FORM S-4 AND THE PROXY STATEMENT; Stockholders MeetingSTOCKHOLDER MEETING. (a) As promptly as practicable following after the date execution of this Agreement, Parent and the Company and Acquiror shall cooperate, prepare and file with the SEC SEC, the Form S-4, Joint Proxy Statement/Prospectus and the Registration Statement in which the Joint Proxy Statement Statement/Prospectus will be included as a prospectus, provided that Acquiror may delay the filing of the Registration Statement until approval of the Joint Proxy Statement/Prospectus by the SEC. The Company and Acquiror will cause the Joint Proxy Statement/Prospectus and the Registration Statement to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Each of Parent Acquiror and the Company shall use all reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company shall use reasonable best efforts to have or cause the Joint Proxy Statement/Prospectus to be cleared by the SEC and to cause the Registration Statement to be mailed become effective as promptly as practicable. Without limiting the generality of the foregoing, each of the Company and Acquiror shall, and shall cause its respective Representatives to, fully cooperate with the other party and its respective Representatives in the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement, and shall, upon request, furnish the other party with all information concerning it and its affiliates, directors, officers and stockholders as the other may reasonably request in connection with the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement. The Joint Proxy Statement/Prospectus with respect to holders the Merger shall include the determination and recommendation of the Company Board (subject to Section 6.3(d)) and the Acquiror Board that their respective stockholders vote in favor of the approval and adoption of this Agreement and the Merger. The Company and Acquiror shall use reasonable best efforts to take all actions required under any applicable foreign, federal or state securities or Blue Sky Laws in connection with the issuance of shares of Acquiror Common Stock as pursuant to the Merger. As promptly as practicable after the Form S-4 is declared Registration Statement with respect to the Merger shall have become effective, the Company and Acquiror shall cause the Joint Proxy Statement/Prospectus with respect to the Merger to be mailed to their respective stockholders. (b) If at any time prior to Without limiting the Effective Time there shall occur generality of the foregoing, (i) the Company and Acquiror shall notify each other as promptly as practicable upon becoming aware of any event with respect to the Company or any of its subsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either case, circumstance which event is required to should be described in an amendment of, or a supplementsupplement to, to the Form S-4 Joint Proxy Statement/Prospectus or the Proxy Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Company. (cii) Each of the Company and Parent Acquiror shall promptly each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the receipt SEC on, or of any comments from the SEC written or its staff or any other appropriate government official and of any requests oral request by the SEC or its staff or any other appropriate government official for amendments or supplements to any of to, the filings with Joint Proxy Statement/Prospectus or the SEC in connection with the Merger and other transactions contemplated hereby or for additional information Registration Statement, and shall promptly supply the other with copies of all correspondence between the Company it or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, representatives and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to any of the Form S-4 foregoing filings. (c) The Company shall take all action necessary to convene and the Proxy Statement hold a meeting of its stockholders as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold the Company Stockholders Meeting in accordance with the DGCL practical for the purpose of obtaining the Company Stockholder Approval and subject Approval. Subject to Section 4.36.3, the Board of Directors of Company shall, through the Company shall Board, recommend to the Company's its stockholders the approval and adoption of this Agreement, the Merger Agreement and the other transactions contemplated hereby (and shall use its best efforts to solicit from its stockholders proxies in favor of adoption of this Agreement and to take all other lawful action necessary to secure the "Company Recommendation")Stockholder Approval. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(d6.1(c) shall not be affected by the commencement, public proposal, public disclosure proposal or communication to the Company of any Company Takeover Acquisition Proposal, subject to Section 6.3 below. (d) Acquiror shall take all action necessary in accordance with applicable law and its certificate of incorporation and bylaws to convene and hold a meeting of its stockholders as promptly as practical for the purpose of obtaining the Acquiror Stockholder Approval. Notwithstanding any Change in Acquiror shall, through the Company RecommendationAcquiror Board, unless otherwise directed in writing by Parent, recommend to its stockholders the adoption of this Agreement and the Merger transactions contemplated hereby and shall be submitted use its best efforts to solicit from its stockholders proxies in favor of adoption of this Agreement and to take all other lawful action necessary to secure the Acquiror Stockholder Approval. Neither the Acquiror Board nor any committee thereof shall withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to the stockholders Company, the approval or recommendation by the Acquiror Board of this Agreement or the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligationtransactions contemplated hereby. (e) The Company and Acquiror shall coordinate and cooperate with Parent each other with respect to the timing of the Company Stockholders MeetingStockholder Meeting and the Acquiror Stockholder Meeting and shall use their best efforts to hold such meeting on the same day and as soon as practicable after the date hereof.

Additional Agreements. SECTION 5.1 6.1 Preparation of the Form S-4, Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. (a) As promptly soon as practicable following the date acceptance for payment of this Agreementand payment for shares of Company Common Stock by Merger Sub in the Offer, Parent and the Company and Parent shall prepare and file with the SEC a proxy statement (if required by applicable law) in definitive form relating to a meeting of the Form S-4, in which holders of Company Common Stock to approve the Merger (such proxy statement as amended or supplemented from time to time being hereinafter referred to as the "Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use all reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filingStatement"). The Company shall use its reasonable best efforts to respond to all SEC comments with respect to the Proxy Statement and to cause the Proxy Statement to be mailed to holders of Company Common Stock as promptly as the Company's stockholders at the earliest practicable after the Form S-4 is declared effectivedate. (b) If at any time prior to The Company will, as soon as practicable following the Effective Time there shall occur (i) any event with respect to the acceptance for payment of and payment for shares of Company or any of its subsidiaries, or with respect to other information supplied Common Stock by Company for inclusion Merger Sub in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Company. (c) Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shall, as promptly as practicable after the Form S-4 is declared effective under the Securities ActOffer, duly call, give notice of, convene and hold a meeting of the stockholders of the Company (the "Company Stockholders Meeting in accordance with the DGCL Meeting") for the purpose of obtaining approving this Agreement and the transactions contemplated hereby. At the Company Stockholder Approval Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and subject Merger Sub and any of their subsidiaries or affiliates to Section 4.3be voted in favor of the Merger. Parent and Merger Sub will, and will direct the Board of Directors directors of the Company shall recommend designated by Parent and Merger Sub to, take all actions and do all things necessary or advisable to cause the Merger to occur as promptly as practicable pursuant to the terms of this Agreement. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Merger Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company's stockholders , in accordance with Section 3-106 of the MGCL. (d) Parent shall (i) cause Merger Sub promptly to submit this Agreement and the Transaction Option Agreement and the transactions contemplated hereby and thereby for approval and adoption by Parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Merger Sub to be voted for adoption and approval of this Agreement, Agreement and the Transaction Option Agreement and the Merger and the other transactions contemplated hereby and thereby; and (the "Company Recommendation"). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant iii) cause to the first sentence of this Section 5.1(d) shall not be affected by the commencement, public proposal, public disclosure or communication taken all additional actions necessary for Merger Sub to the Company of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, adopt and approve this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Transaction Option Agreement and the Merger transactions contemplated hereby and nothing contained herein shall be deemed to relieve the Company of such obligationthereby. (e) The Company shall coordinate and cooperate with Parent with respect to the timing of the Company Stockholders Meeting.

Additional Agreements. SECTION 5.1 5.01. Preparation of the Form S-4, S-4 and the Proxy Statement; Target Stockholders Meeting; Parent Stock holders Meeting. (a) As promptly soon as practicable following the date of this Agreement, Parent and the Company Target shall prepare and file with the SEC the Proxy Statement and Parent and Target shall prepare and Parent shall file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of Target and Parent and the Company shall use all reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company shall Parent and Target will use all reasonable best efforts to cause the Proxy Statement to be mailed to holders of Company Common Stock as promptly as practicable after the Form S-4 is declared effective. (b) If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company or any of its subsidiariesParent's and Target's stockholders, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Company. (c) Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shallrespectively, as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Parent Common Stock in the Merger and Target shall furnish all information concerning Target and the holders of capital stock of Target as may be reasonably requested in connection with any such action and the preparation, filing and distribution of the Proxy Statement. No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to, the Form S-4 will be made by Parent, or the Proxy Statement will be made by Target or Parent, without providing the other party a reasonable opportunity to review and comment thereon. Parent will advise Target, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. Target or Parent will advise the other party, promptly after it receives notice thereof, of any request by the SEC for the amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to Target or Parent, or any of their respective affiliates, officers or directors, should be discovered by Target or Parent which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appro priate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of Target. (b) Target shall, as soon as practicable following the date of this Agreement, establish a record date (which will be as soon as practicable following the date of this Agreement) for, duly call, give notice of, convene and hold a meeting of its stockholders (the Company "Target Stockholders Meeting in accordance with the DGCL Meeting") solely for the purpose of obtaining the Company Target Stockholder Approval and subject Approval. Subject to Section 4.34.02(b)(i), the Target shall, through its Board of Directors of the Company shall Directors, recommend to the Company's its stockholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby (the "Company Recommendation")hereby. Without limiting the generality of the foregoing, the Company Target agrees that its obligations pursuant to the first sentence of this Section 5.1(d5.01(b) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company Target of any Company Takeover Proposal. Notwithstanding Proposal or (ii) the withdrawal or modification by the Board of Directors of Target or any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and committee thereof of such Board of Directors' or such committee's approval or recommendation of the Merger shall or this Agreement. (c) Parent shall, as soon as practicable following the date of this Agreement, establish a record date (which will be submitted to as soon as practicable following the date of this Agreement) for, duly call, give notice of, convene and hold a meeting of its stockholders of (the Company at the Company "Parent Stockholders Meeting Meeting") for the purpose of approving obtaining the Agreement and Parent Stockholder Approval. Subject to the first sentence of Section 4.03, Parent shall, through its Board of Directors, recommend to its stockholders the approval of the issuance of shares of Parent Common Stock in connection with the Merger. Without limiting the generality of the foregoing, Parent agrees that its obligations pursuant to the first sentence of this Section 5.01(c) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to Parent of any acquisition proposal involving Parent or any of its subsidiaries or (ii) the withdrawal or modification by the Board of Directors of Parent or any committee thereof of such Board of Directors' or such committee's approval or recommendation of the Merger and nothing contained herein shall be deemed to relieve the Company of such obligationor this Agreement. (e) The Company shall coordinate and cooperate with Parent with respect to the timing of the Company Stockholders Meeting.

Additional Agreements. SECTION 5.1 Preparation of the Form S-4, Proxy Statement; Stockholders MeetingSection 6.1 PREPARATION OF FORM S-4 AND THE PROXY STATEMENT/PROSPECTUS. (a) As promptly as practicable following after the date execution of this Agreement, Parent and the Company and Parent shall cooperate with each other regarding, and, prepare and file with the SEC SEC, a proxy statement/prospectus (together with any amendments thereof or supplements thereto, the “Proxy Statement/Prospectus”) relating to the meeting of the Company’s stockholders to be held to consider approval of the Merger (the “Company Voting Proposal”), and Parent shall prepare and file a registration statement on Form S-4, S-4 (in which the Proxy Statement Statement/Prospectus will be included included) pursuant to which the issuance of Parent Common Shares, if any, to be issued in the Merger will be registered under the Securities Act (the “Registration Statement”). Subject to the provisions of Section 6.4, the Proxy Statement/Prospectus shall include the recommendation of the Company Board to the stockholders of the Company in favor of approval this Agreement and the Merger (the “Company Recommendation”). The Company and Parent will cause the Proxy Statement/Prospectus and the Registration Statement to comply as a prospectusto form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Each of Parent and the Company shall use all reasonable efforts to have or cause the Form S-4 declared Proxy Statement/Prospectus to be cleared by the SEC and to cause the Registration Statement to become effective under the Securities Act as promptly as practicable after such filingpracticable. The Without limiting the generality of the foregoing, each of the Company and Parent shall cause its respective officers, directors, employees, financial advisors, agents or other representatives (“Representatives”) to fully cooperate with the other party and its respective Representatives in the preparation of the Proxy Statement/Prospectus and the Registration Statement, and shall, upon request, furnish the other party with all information concerning it and its Affiliates as the other may deem reasonably necessary or advisable in connection with the preparation of the Proxy Statement/Prospectus and the Registration Statement. Parent shall use commercially reasonable best efforts to cause take all actions required under any applicable federal or state securities or Blue Sky Laws in connection with the Proxy Statement issuance of Parent Common Shares pursuant to be mailed to holders of Company Common Stock as the Merger, if any, and will pay all filing fees incident thereto. As promptly as practicable after the Form S-4 is declared Registration Statement becomes effective, the Company shall cause the Proxy Statement/Prospectus to be mailed to its stockholders. (b) If at any time Without limiting the generality of the foregoing, prior to the Effective Time there shall occur (i) the Company and Parent shall notify each other as promptly as practicable upon becoming aware of any event with respect to the Company or any of its subsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either case, circumstance which event is required to should be described in an amendment of, or a supplementsupplement to, to the Form S-4 or the Proxy Statement, such event shall be so described/Prospectus or the Registration Statement, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Company. (cii) Each of the Company and Parent shall promptly each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the receipt SEC on, or of any comments from the SEC written or its staff or any other appropriate government official and of any requests oral request by the SEC or its staff or any other appropriate government official for amendments or supplements to any of to, the filings with Proxy Statement/Prospectus or the SEC in connection with the Merger and other transactions contemplated hereby or for additional information Registration Statement, and shall promptly supply the other with copies of all correspondence between the Company it or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, Representatives and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to any of the Form S-4 and foregoing filings. (c) Prior to the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and mailing of the Proxy Statement/Prospectus, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold the Company Stockholders Meeting in accordance with shall designate The ▇▇▇▇▇▇ Group or another agent reasonably acceptable to Parent to act as the DGCL solicitor for the purpose of obtaining soliciting proxies from the Company Stockholder Approval and subject to Section 4.3, Company’s stockholders for the Board of Directors approval of the Company shall recommend to the Company's stockholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby (the "Company Recommendation"). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(d) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Voting Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligation. (e) The Company shall coordinate and cooperate with Parent with respect to the timing of the Company Stockholders Meeting.

Additional Agreements. SECTION 5.1 Preparation of the Form S-46.01. PREPARATION OF THE PARENT FORM ▇-▇, Proxy Statement▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇-▇, THE FORM 8-A AND THE PARENT PROXY STATEMENT; Stockholders MeetingSTOCKHOLDERS' MEETING. (a) As promptly soon as practicable following the date of this Agreement, the Company and Parent shall prepare and the Company shall file with the SEC the Proxy Statement, the Newco Form S-4 and the Form 8-A and Parent shall prepare and file with the SEC the Parent Form S-4, in which the . The Proxy Statement will be included as a prospectusprospectus in the Newco Form S-4 and the Parent Form S-4. Each of Parent and the Company and Parent shall use all its commercially reasonable efforts to have the Newco Form S-4 and the Parent Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company shall use its commercially reasonable best efforts to cause the Proxy Statement to be mailed to holders of Company Common Stock the Company's stockholders as promptly as practicable after the Newco Form S-4 and the Parent Form S-4 are declared effective under the Securities Act. Each of Parent and the Company shall also take any action (other than qualifying to do business in any jurisdiction in which it is declared effective. (bnot now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with, in the case of Parent, the issuance of Parent Common Stock in the Merger and, in the case of the Company, the issuance of Newco Common Stock in the Split-Off. The Company shall furnish all information concerning the Company and the holders of Company Common Stock, and Parent shall furnish all information concerning Parent, as may be reasonably requested in connection with any such action and the preparation, filing and distribution of the Proxy Statement, the Newco Form S-4 and the Parent Form S-4. No filing of, or amendment or supplement to, the Parent S-4 will be made by Parent, and no filing of, or amendment or supplement to, the ▇▇▇▇▇ ▇-▇ or the Proxy Statement will be made by the Company, in each case without providing the other party a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time there shall occur (i) any event with respect information relating to the Company or any of its subsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to information supplied by any of the Parent for inclusion in Form S-4, the Newco Form S-4 or the Proxy Statement, so that any 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 either caselight of the circumstances under which they were made, not misleading, the party which event is required to be described in discovers such information shall promptly notify the other parties hereto and an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so described, and such appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, as to the extent required by law, disseminated to the stockholders of the Company. (c) Each of the Company and Parent . The parties shall notify each other promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests request by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with Proxy Statement, the SEC in connection with Newco Form S-4, the Merger and other transactions contemplated hereby Form 8-A or the Parent Form S-4 or for additional information and shall supply the each other with copies of all correspondence between the Company it or any of its representatives, or Parent or any of its representatives, as the case may beRepresentatives, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the Newco Form S-4, the Parent Form S-4, the Form 8-A, the Merger or the other party any information such party may obtain that could necessitate amending any such documenttransactions contemplated by the Transaction Agreements. (db) The Company shall, as promptly soon as practicable after following the Form S-4 is declared effective under date of this Agreement (taking into account any delays reasonably required as a result of the Securities Actoccurrence of any event described in the last sentence of this clause (b)), establish a record date following the date of this Agreement for, duly call, give notice of, convene and hold a meeting of its stockholders (the Company Stockholders Meeting in accordance with the DGCL "Stockholders' Meeting") solely for the purpose of obtaining the Company Stockholder Approval and subject Approval. Subject to Section 4.35.02(b), the Company shall, through its Board of Directors of the Company shall Directors, recommend to the Company's its stockholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby (and, if required, the "Company Recommendation")other Transaction Agreements and the transactions contemplated thereby) and shall include such recommendation in the Proxy Statement. Without limiting the generality of the foregoing, the Company agrees that its Company's obligations pursuant to the first sentence of this Section 5.1(d6.01(b) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change in Proposal or (ii) the Company Recommendation, unless otherwise directed in writing withdrawal or modification by Parent, this Agreement and the Merger shall be submitted to the stockholders Board of Directors of the Company at the Company Stockholders Meeting for the purpose or any committee thereof of approving the Agreement and such Board of Directors' or such committee's approval or recommendation of the Merger and nothing contained herein shall be deemed to relieve the Company of such obligationor this Agreement. (e) The Company shall coordinate and cooperate with Parent with respect to the timing of the Company Stockholders Meeting.

Additional Agreements. SECTION 5.1 Section 5.01 Preparation of the Form S-4, S-4 and the Company Proxy Statement; Stockholders Company Stockholders' Meeting. (a) As promptly soon as practicable following the date of this Agreement, Parent and the Company shall jointly prepare and file with the SEC a document or documents that will constitute the Company Proxy Statement and the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use all reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, including, in the case of the Company, providing all information with respect to the Company to be included in the Form S-4. The Company shall will use all reasonable best efforts to cause the Form S-4 and Company Proxy Statement to be mailed to holders of Company Common Stock as promptly as practicable after the Form S-4 is declared effective. (b) If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company or any of its subsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so describedCompany's stockholders, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Company. (c) Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements will use all reasonable efforts to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the obtain Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company Stockholder Approval and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with Stockholder Approval, respectively, in each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shall, case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Parent Common Stock in the Merger and the Company shall furnish all information concerning the Company and the holders of capital stock of the Company as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to, the Form S-4 or the Company Proxy Statement will be made by either Parent or the Company, without providing the other a reasonable opportunity to review and comment thereon. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. Each of Parent and the Company shall promptly inform the other of any request by the SEC for amendments or supplements to the Form S-4 or the Company Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information and will, as promptly as practicable, provide to the Company or Parent, as the case may be, copies of all correspondence and filings with the SEC with respect to the Form S-4 or the Company Proxy Statement, as applicable. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Company Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Company. No amendment or supplement to the information supplied by the Company for inclusion in the Form S-4 shall be made without the approval of the Company, which approval shall not be unreasonably withheld or delayed. For purposes of Sections 5.01, 3.01(d) and 3.02(f), information concerning or related to the Company, its Subsidiaries or their respective Affiliates will be deemed to have been provided by the Company and information concerning or related to Parent, its Subsidiaries or their respective Affiliates will be deemed to have been provided by Parent. (b) The Company shall, as soon as practicable following the date of this Agreement, establish a record date (which shall be as soon as practicable following the date of this Agreement) for, duly call, give notice of, convene and hold the Company Stockholders Stockholder Meeting in accordance with the DGCL for the purpose of obtaining the Company Stockholder Approval and subject to Section 4.3shall, the through its Board of Directors of the Company shall Directors, recommend to the Company's its stockholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby (the "Company Recommendation")hereby. Without limiting the generality of the foregoingforegoing but subject to its rights to terminate this Agreement pursuant to Sections 4.02(b) and 7.01, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(d5.01(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding . (c) Parent shall, as soon as practicable following the date of this Agreement, take all action necessary in accordance with the DGCL and its Certificate of Incorporation and Bylaws and take all other action necessary to obtain any Change in necessary Parent Stockholder Approval and shall, through its Board of Directors, recommend to its stockholders the Company Recommendation, unless otherwise directed in writing by Parent, approval and adoption of this Agreement and the Merger shall be submitted transactions contemplated hereby. Without limiting the generality of the foregoing but subject to its rights to terminate this Agreement pursuant to Section 7.01, Parent agrees that its obligations pursuant to the stockholders first sentence of this Section 5.01(c) shall not be affected by the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed commencement, public proposal, public disclosure or communication to relieve the Company of such obligationany Takeover Proposal. (e) The Section 5.02 Letters of the Company's Accountants. If requested, the Company shall coordinate use reasonable efforts to cause to be delivered to Parent two letters from the Company's independent accountants, one dated a date within two Business Days before the date on which the Form S-4 shall become effective and cooperate one dated a date within two Business Days before the Closing Date, each addressed to Parent, in form and substance reasonably satisfactory to Parent and customary in scope and substance for comfort letters delivered by independent public accountants in connection with Parent with respect registration statements similar to the timing of the Company Stockholders MeetingForm S-4.

Additional Agreements. SECTION 5.1 5.01. Preparation of the Form S-4, S-4 and the INS Proxy --------------------------------------------- Statement; INS Stockholders Meeting. (a) As promptly soon as practicable following the ------------------------------------ date of this Agreement, Parent Lucent and the Company INS shall prepare and INS shall file with the SEC the INS Proxy Statement and Lucent and INS shall prepare and Lucent shall file with the SEC the Form S-4, in which the INS Proxy Statement will be included as a prospectus. Each of Parent INS and the Company Lucent shall use all reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company shall INS will use all reasonable best efforts to cause the INS Proxy Statement to be mailed to holders of Company Common Stock as promptly as practicable after the Form S-4 is declared effective. (b) If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company or any of its subsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the INS's stockholders of Company. (c) Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Lucent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Lucent Common Stock in the Merger and INS shall furnish all information concerning INS and the holders of capital stock of INS as may be reasonably requested in connection with any such action and the preparation, filing and distribution of the INS Proxy Statement. No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to, the Form S-4 will be made by Lucent, or the INS Proxy Statement will be made by INS, without providing the other party a reasonable opportunity to review and comment thereon. Lucent will advise INS, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Lucent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. INS will advise Lucent, promptly after it receives notice thereof, of any request by the SEC for the amendment of the INS Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to INS or Lucent, or any of their respective affiliates, officers or directors, should be discovered by INS or Lucent which should be set forth in an amendment or supplement to any of the Form S-4 or the INS Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of INS. (b) INS shall, as soon as practicable following the date of this Agreement, establish a record date (which will be as soon as practicable following the date of this Agreement) for, duly call, give notice of, convene and hold a meeting of its stockholders (the Company "INS Stockholders Meeting in accordance with the DGCL Meeting") solely for the purpose of obtaining the Company INS Stockholder Approval and subject to Section 4.3Approval. INS shall, the through its Board of Directors of the Company shall Directors, recommend to the Company's its stockholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby (the "Company Recommendation")hereby. Without limiting the generality of the foregoingforegoing but subject to its right to terminate this Agreement pursuant to Section 4.02(b), the Company INS agrees that its obligations pursuant to the first sentence of this Section 5.1(d5.01(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company INS of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligation. (e) The Company shall coordinate and cooperate with Parent with respect to the timing of the Company Stockholders Meeting.

Additional Agreements. SECTION 5.1 Preparation of the Form S-4, Proxy StatementSHAREHOLDER APPROVAL; Stockholders MeetingPREPARATION AND FILING OF THE S-4 AND PROXY STATEMENT/PROSPECTUS. (a) As promptly The Company will, as soon as practicable following the date execution of this Agreement, duly call, give notice of, convene and hold the Shareholder Meeting for the purpose of approving and adopting this Agreement and approving related matters. The Company will, through its Board of Directors, recommend to its shareholders approval of this Agreement, shall not change such recommendation and shall use its best efforts to obtain approval of this Agreement and related matters by its shareholders, except to the extent that the Board of Directors of the Company shall have withdrawn its approval or recommendation of this Agreement or the Merger as permitted by Section 8.2. The Company shall use all reasonable efforts to hold the Shareholder Meeting as soon as practicable after the date upon which the S-4 becomes effective. (b) Promptly after the date hereof, Parent and the Company shall prepare and the Company shall file with the SEC the Form S-4Proxy Statement/Prospectus for use in connection with the solicitation of proxies from the Company's shareholders in favor of the adoption and approval of this Agreement and the approval of the Merger at the Shareholder Meeting, and Parent and the Company shall prepare and Parent shall file with the SEC the S-4 for the offer and sale of the Parent Common Stock pursuant to the Merger and in which the Proxy Statement Statement/Prospectus will be included as a prospectus. Each of Parent and the Company shall provide promptly to the 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 Proxy Statement/Prospectus and the S-4, 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 Proxy Statement/Prospectus and the S-4. Each of Parent and the Company shall use all commercially reasonable efforts to have the Form S-4 declared or ordered effective under the Securities Act as promptly as practicable after such filingfiling with the SEC. The Company shall use all commercially reasonable best efforts to cause the Proxy Statement Statement/Prospectus to be mailed to holders of Company Common Stock the Company's shareholders as promptly as practicable after the Form S-4 is declared effective. or ordered effective under the Securities Act. Parent shall also take any action (bother than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Parent Common Stock in the Merger and the Company shall furnish all information concerning the Company and the holders of capital stock of the Company as may be reasonably requested in connection with any such action and the preparation, filing and distribution of the Proxy Statement/Prospectus. No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to, the S-4 will be made by Parent, or with respect to the Proxy Statement/Prospectus will be made by the Company, without providing the other party hereto a reasonable opportunity to review and comment thereon. Parent will advise the Company, promptly after it receives notice thereof, of the time when the S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the S-4 or comments thereon and responses thereto or requests by the SEC for additional information. The Company shall advise Parent, promptly after it receives notice thereof, of any request by the SEC for the amendment of the Proxy Statement/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time there shall occur (i) any event with respect information relating to Parent or the Company Company, or any of its subsidiariestheir respective affiliates, officers or with respect to other information supplied directors, should be discovered by Company for inclusion in the Form S-4 Parent or the Proxy Statement Company which should be set forth in an amendment or (ii) any event with respect supplement to Parent, or with respect to information supplied by Parent for inclusion in either of the Form S-4 or the Proxy Statement/Prospectus, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in either caselight of the circumstances under which they were made, not misleading, the party which event is required to be described in discovers such information shall promptly notify the other party or parties hereto, as applicable, and an appropriate amendment of, or a supplement, supplement to the Form S-4 or and/or the Proxy Statement, /Prospectus describing such event shall be so described, and such amendment or supplement information shall be promptly filed with the SEC and, as to the extent required by applicable law, disseminated to the stockholders shareholders of the Company. (c) . Each of the Company and Parent parties hereto shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and cause the Proxy Statement, /Prospectus to comply as to form and shall provide promptly substance to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shallin all material respects with the applicable requirements of the Exchange Act, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly call, give notice of, convene Act and hold the Company Stockholders Meeting in accordance with the DGCL for the purpose of obtaining the Company Stockholder Approval and subject to Section 4.3, the Board of Directors rules of the Company shall recommend to the Company's stockholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby (the "Company Recommendation"). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(d) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligationNasdaq National Market. (e) The Company shall coordinate and cooperate with Parent with respect to the timing of the Company Stockholders Meeting.

Additional Agreements. SECTION 5.1 Preparation of the Form S-4, Proxy Statement; Stockholders Meeting. (a) As promptly as practicable following the date of this Agreement, Parent Newco and the Company shall prepare prepare, and Newco shall file with the SEC SEC, the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of Parent Newco and the Company shall use all reasonable efforts to have the Form S-4 declared effective under the Securities Act Act, and for the Proxy Statement to be cleared under the Exchange Act, as promptly as practicable after such filing. The Without limiting any other provision hereinabove contained, the Form S-4 and the Proxy Statement will contain, without limitation, such information and disclosure reasonably requested by either Newco or Company so that (i) the Form S-4 conforms in both form and substance to the requirements of the Securities Act, and (ii) the Proxy Statement conforms in both form and substance to the requirements of the Exchange Act. Company shall use reasonable best efforts to cause the Proxy Statement to be mailed to holders of Company Common Stock as promptly as practicable after the Form S-4 is declared effective. (b) If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company or any of its subsidiariesSubsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to ParentNewco, or with respect to information supplied by Parent Newco for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplementsupplement to, to the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Company. (c) Each of the Company and Parent Newco shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and the other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent Newco or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent Newco shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent Newco shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold the Company Stockholders Meeting in accordance with the DGCL for the purpose of obtaining the Company Stockholder Approval and subject to Section 4.3, the Board of Directors of the Company shall recommend to the Company's ’s stockholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby (the "“Company Recommendation"”); provided, however, that Company’s Board of Directors shall not be required to make such Company Recommendation to the extent that it is permitted to effect a Change in Company Recommendation pursuant to Section 4.3. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(d) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by ParentNewco, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligation, provided, however, that if the Board of Directors of Company shall have effected a Change in Company Recommendation in accordance with this Agreement, then in submitting this Agreement to Company’s stockholders, the Board of Directors of Company may submit this Agreement to Company’s stockholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded or amended), in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s stockholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law. If required by applicable law or stock exchange requirements, or if Parent elects in its discretion to submit this Agreement to its stockholders or Newco stockholders for approval, Parent and/or Newco, as applicable, shall submit this Agreement to their respective shareholders for approval at a special meeting to be held as promptly as practicable following effectiveness of the Form S-4 and on the timing described in Section 5.1(e), and by approving execution of this Agreement the Board of Directors of Parent agrees that it shall, at the time any proxy statement soliciting approval of this Agreement and the transactions contemplated hereby is mailed to the stockholders of Parent, recommend that Parent’s stockholders vote for such approval, and it shall cause the Board of Directors of Newco to recommend that Newco’s stockholder vote for such approval; provided that Parent’s determination as to whether it shall submit this Agreement to its and/or Newco’s stockholders for approval shall be made prior to the initial filing of the Form S-4. (e) The Company Company, Newco and Parent shall coordinate and cooperate with Parent with respect to the timing of the Company Stockholders Meetingtheir respective stockholders meeting, and shall use reasonable best efforts to hold each of such meetings within five business days of each other.

Additional Agreements. SECTION Section 5.1 Preparation of the Form S-4, Proxy StatementPREPARATION OF THE FORM S-4 AND THE JOINT PROXY STATEMENT; Stockholders MeetingSTOCKHOLDERS MEETINGS. (a) As promptly soon as practicable following the date of this Agreement, Parent and the Company and Acquiror shall prepare and file with the SEC the Joint Proxy Statement and Acquiror shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Parent and the Company and Acquiror shall use all reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company shall will use all reasonable best efforts to cause the Joint Proxy Statement to be mailed to holders of Company Common Stock as promptly as practicable after the Form S-4 is declared effective. (b) If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company or any of its subsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so describedCompany's stockholders, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Company. (c) Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of Acquiror will use all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of cause the SEC with respect to the Form S-4 and the Joint Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with to be mailed to Acquiror's stockholders, in each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shall, case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Acquiror shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Acquiror Common Stock in the Merger and the Company shall furnish all information concerning the Company and the holders of the Company Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 will be made by Acquiror or to the Joint Proxy Statement will be made by Acquiror or the Company without providing the other party the opportunity to review and comment thereon. Acquiror will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to the Company or Acquiror, or any of their respective affiliates, officers or directors, should be discovered by the Company or Acquiror which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Company and Acquiror. (b) The Company shall, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the "Company Stockholders Meeting in accordance with the DGCL Meeting") for the purpose of obtaining the Company Stockholder Approval and subject to Section 4.3shall, the through its Board of Directors of the Company shall Directors, recommend to the Company's its stockholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby (the "Company Recommendation")hereby. Without limiting the generality of the foregoingforegoing but subject to its rights pursuant to Section 4.2 and Section 7.1(f), the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(d5.1(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. (c) Acquiror shall, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the "Acquiror Stockholders Meeting") for the purposes of obtaining the Acquiror Stockholder Approval and the 40 50 change of Acquiror's name to "Newe▇▇ ▇▇▇bermaid Inc." and shall, through its Board of Directors, recommend to its stockholders the approval of the issuance of Acquiror Common Stock to be issued pursuant to this Agreement. Notwithstanding Without limiting the generality of the foregoing but subject to its rights pursuant to Section 4.3 and Section 7.1(d), Acquiror agrees that its obligations pursuant to the first sentence of this Section 5.1(c) shall not be affected by the commencement, public proposal, public disclosure or communication to Acquiror of any Change in Acquiror Takeover Proposal. (d) Acquiror and the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted will use all reasonable efforts to the stockholders of the Company at hold the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger Acquiror Stockholders Meeting on the same date and nothing contained herein shall be deemed to relieve as soon as practicable after the Company of such obligationdate hereof. (e) The Company shall coordinate and cooperate with Parent with respect to the timing of the Company Stockholders Meeting.

Additional Agreements. SECTION 5.1 6.1 Preparation of the Form S-4, Proxy Statement; Stockholders MeetingStatement and the Schedule 13E-3. (a) As Subject to Section 6.8, the Company, with the assistance and cooperation of Parent and Merger Sub, shall prepare and cause to be filed with the SEC the Proxy Statement as promptly as reasonably practicable following the date of this Agreement, Parent and the Company shall prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use all reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company shall use reasonable best efforts to cause the Proxy Statement to be mailed to holders of Company Common Stock as promptly as practicable after the Form S-4 is declared effectivehereof. (b) If at any time prior to Concurrently with the Effective Time there shall occur (i) any event with respect to the Company or any preparation of its subsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required the Company and Parent shall jointly prepare and caused to be described in an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, the Schedule 13E-3 as required by law, disseminated to promptly as reasonably practicable following the stockholders of Companydate hereof. (c) Each of the Company and Parent shall, and shall cause its Subsidiaries and Representatives to, provide such information specifically for inclusion or incorporation by reference in the Proxy Statement and the Schedule 13E-3 as may be necessary or appropriate so that, at the date it is first mailed to the Company’s stockholders and at the time of the Company Stockholders Meeting or filed with the SEC, as applicable, the Proxy Statement and the Schedule 13E-3 will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any information relating to Parent or the Company or any of their respective Subsidiaries, officers or directors should become known to Parent or the Company which should be set forth in an amendment or supplement to the Proxy Statement or the Schedule 13E-3, so that any of such documents would not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers such information shall promptly notify the other Parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. (d) The Company agrees to promptly (i) notify Parent of the receipt of any comments from the SEC with respect to the Proxy Statement or its staff or any other appropriate government official the Schedule 13E-3 and of any requests request by the SEC or its staff or any other appropriate government official for amendments of, or supplements to any of to, the filings with Proxy Statement or the SEC in connection with the Merger Schedule 13E-3, and other transactions contemplated hereby or for additional information and shall supply the other (ii) provide Parent with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, such Party and the SEC with respect to the Proxy Statement and the Schedule 13E-3 as promptly as practicable after receipt thereof. Prior to filing or its staff mailing the Proxy Statement and the Schedule 13E-3 (or any other appropriate government official, on the other hand, with respect amendment or supplement thereto. The Company and Parent shall use their respective reasonable best efforts to respond ) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent a reasonable opportunity to review and comment on such document or response, and (ii) shall reflect in such document or response comments reasonably proposed by Parent. Each of the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate use its reasonable best efforts to resolve all comments from the SEC with each other respect to the Proxy Statement and the Schedule 13E-3 as promptly as reasonably practicable. Each of the Parties shall use its reasonable best efforts so that the Proxy Statement and the Schedule 13E-3 will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing or anything else herein to the contrary, and subject to compliance with the terms of Section 6.4, in connection with any disclosure regarding a Change of Recommendation, the Company shall not be required to provide Parent or Merger Sub the opportunity to each other all information necessary in order to prepare review or comment on (or include comments proposed by Parent or Merger Sub in) the Form S-4 and Schedule 13E-3 or the Proxy Statement, and shall provide promptly to the or any amendment or supplement thereto, or any comments thereon or any other party any information such party may obtain that could necessitate amending any such document. (d) The Company shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold filing by the Company Stockholders Meeting in accordance with the DGCL for the purpose of obtaining the Company Stockholder Approval and subject to Section 4.3SEC, the Board of Directors of the Company shall recommend to the Company's stockholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby (the "Company Recommendation"). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(d) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligation. (e) The Company shall coordinate and cooperate with Parent with respect to the timing of the Company Stockholders Meetingsuch disclosure.

Additional Agreements. SECTION 5.1 Preparation of the Form S-4, Proxy StatementSection 5.1. PREPARATION OF THE FORM S-4 AND THE JOINT PROXY STATEMENT; Stockholders MeetingSTOCKHOLDERS MEETINGS. (a) As promptly soon as practicable following the date of this Agreement, Parent Geon and the Company shall Hann▇ ▇▇▇ll prepare and file with the SEC the Joint Proxy Statement and the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Parent Geon and the Company shall Hann▇ ▇▇▇ll use all reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company shall Geon will use all reasonable best efforts to cause the Joint Proxy Statement to be mailed to holders of Company Common Stock as promptly as practicable after the Form S-4 is declared effective. (b) If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company or any of its subsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so describedGeon's stockholders, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Company. (c) Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of Hann▇ ▇▇▇l use all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of cause the SEC with respect to the Form S-4 and the Joint Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with to be mailed to Hann▇'▇ ▇▇▇ckholders, in each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shall, case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Except as required by applicable law, (i) Hann▇ ▇▇▇ll cause the Joint Proxy Statement to contain the recommendation of the Hann▇ ▇▇▇rd of Directors that the stockholders of Hann▇ ▇▇▇pt this Agreement and the Consolidation and the transactions contemplated hereby and (ii) Geon shall cause the Joint Proxy Statement to contain the recommendation of the Geon Board of Directors that the stockholders of Geon adopt this Agreement and the Consolidation and the transactions contemplated hereby. Geon and Hann▇ ▇▇▇ll also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Resulting Corporation Shares in the Consolidation and each party shall furnish all information concerning itself and the holders of its common stock as may be reasonably requested by the other party in connection with any such action. No filing of, or amendment or supplement to, the Joint Proxy Statement or the Form S-4 will be made by Hann▇ ▇▇ Geon without providing the other party the opportunity to review and comment thereon. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Resulting Corporation Shares issuable in connection with the Consolidation for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to Geon or Hann▇, ▇▇ any of their respective affiliates, officers or directors, should be discovered by Geon or Hann▇ ▇▇▇ch should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto and an appropriate amendment or 35 44 supplement describing such information will be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of Geon and Hann▇. (b) Geon shall, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the Company "Geon Stockholders Meeting in accordance with the DGCL Meeting") for the purpose of obtaining the Company Geon Stockholder Approval and subject to Section 4.3, the Board of Directors of the Company shall recommend to the Company's stockholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby (the "Company Recommendation")Approval. Without limiting the generality of the foregoing, the Company but subject to its rights pursuant to Section 4.2 and Section 7.1(g), Geon agrees that its obligations pursuant to the first sentence of this Section 5.1(d5.1(b) will not be affected by the commencement, public proposal, public disclosure or communication to Geon of any Geon Takeover Proposal. (c) Hann▇ ▇▇▇ll, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the "Hann▇ ▇▇▇ckholders Meeting") for the purpose of obtaining the Hann▇ ▇▇▇ckholder Approval. Without limiting the generality of the foregoing but subject to its rights pursuant to Section 4.3 and Section 7.1(d), Hann▇ ▇▇▇ees that its obligations pursuant to the first sentence of this Section 5.1(c) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of Hann▇ ▇▇ any Company Takeover Hann▇ ▇▇▇eover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligation. (ed) The Company shall coordinate Hann▇ ▇▇▇ Geon will use all reasonable best efforts to hold the Geon Stockholders Meeting and cooperate with Parent with respect to the timing of Hann▇ ▇▇▇ckholders Meeting on the Company Stockholders Meetingsame date and as soon as practicable after the date hereof.

Additional Agreements. SECTION 5.1 Preparation of the Form S-4, Proxy Statement7.1. PREPARATION OF FORM F-4 AND PROXY STATEMENT; Stockholders MeetingTHE STOCKHOLDERS MEETINGS. (a) As promptly soon as practicable following the date of this Agreement, Parent and the Company and Parent shall prepare and file with the SEC the Proxy Statement and Parent shall prepare and file with the SEC the Form S-4F-4, in which the Proxy Statement will shall be included as a prospectus, together with any other documents required by the Securities Act or Exchange Act in connection with the Merger. Subject to the provisions of Section 7.5, the Proxy Statement shall include the recommendation of the Board of Directors of the Company in favor of the Merger. Each of Parent and the Company and Parent shall use all reasonable efforts to have the Form S-4 F-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company shall use reasonable best efforts to cause the Proxy Statement to be mailed to holders of Company Common Stock the Company's stockholders as promptly as practicable after the Form S-4 is declared effective. (b) If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company or any of its subsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Company. (c) Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shall, as promptly as practicable after the Form S-4 F-4 is declared effective under the Securities Act. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable securities laws of the United States or United Kingdom or "blue sky" laws in connection with the issuance of Parent Ordinary Shares pursuant to the Merger, and the Company shall furnish all information concerning the Company and the holders of the Company Common Stock and rights to acquire Company Common Stock pursuant to the Company Stock Option Plans and Company Warrants as may be reasonably requested in connection with any such action. (b) The Company shall duly call, give notice of, convene and hold a meeting of its stockholders (the "Company Stockholders Meeting") for the purpose of obtaining the Required Company Votes, and, A-44 45 the Company's Board of Directors shall, subject to its fiduciary duties to stockholders (as determined in good faith by the Company's Board of Directors based upon the advice of counsel) and the terms of Section 7.5(b) of this Agreement, recommend to its stockholders that they approve the transactions contemplated by this Agreement. Parent shall vote or cause to be voted all the shares of Company Common Stock, if any, owned of record by Parent or any of its subsidiaries in favor of the transactions contemplated by this Agreement. (c) Parent shall duly call, give notice of, convene and hold the Company Stockholders Parent Shareholder Meeting in accordance with the DGCL for the purpose of obtaining the Company Stockholder Approval and Required Parent Votes, and, Parent's Board of Directors shall, subject to Section 4.3its fiduciary duties to shareholders (as determined in good faith by Parent's Board of Directors based upon the advice of counsel) and Sections 7.5(e) and (f) of this Agreement, recommend to its shareholders that they approve the transactions contemplated by this Agreement. The Company shall vote or cause to be voted all Parent Ordinary Shares, if any, owned of record by the Company or any of its subsidiaries in favor of the transactions contemplated by this Agreement. Parent agrees that (i) there shall be presented at the Parent Shareholder Meeting a resolution to authorize the Board of Directors of Parent to allot Parent Ordinary Shares pursuant to Section 80 of the Companies Act, without regard to Section 89 of the Companies Act, pursuant to that certain Deed of even date herewith between Parent, the Company, Therapeutic Antibodies U.K. Limited and Stua▇▇ ▇. ▇▇▇▇▇▇ (▇▇e "Wall▇▇ ▇▇▇d") and (ii) Parent shall, through its Board of Directors, subject to its fiduciary duties to shareholders (as determined by Parent's Board of Directors based upon the advice of counsel), recommend to its shareholders that they vote in favour of such resolution. (d) The Company shall recommend use reasonable efforts to cause to be delivered to Parent "comfort" letters of PricewaterhouseCoopers LLP, the Company's stockholders independent public accountants, dated (i) a date within two Business Days before the approval date on which the Form F-4 shall become effective and adoption of this Agreement(ii) the Closing Date, the Merger and the other transactions contemplated hereby (the "Company Recommendation"). Without limiting the generality of the foregoingaddressed to Parent, the Company agrees that its obligations pursuant in form reasonably satisfactory to Parent and customary in scope for letters delivered by independent public accountants in connection with registration statements similar to the first sentence of this Section 5.1(d) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligationForm F-4. (e) The Company Parent shall coordinate and cooperate with Parent with respect use reasonable efforts to cause to be delivered to the timing Company "comfort" letters of Mazars Nevi▇▇▇ ▇▇▇▇▇▇▇ ("▇azars"), Parent's independent public accountants, dated (i) a date within two business days before the date on which the Form F-4 shall become effective and (ii) the Closing Date, and addressed to the Company, in form reasonably satisfactory to the Company Stockholders Meetingand customary in scope for letters delivered by independent public accountants in connection with registration statements similar to the Form F-4.

Additional Agreements. SECTION 5.1 7.01. Preparation of the Form S-4, Proxy Statement, the Newco Form S-4 and the Newco Form 8-A; Company Stockholders Meeting. (a) As promptly soon as practicable following the date of this Agreement, Parent and the Company shall (i) prepare the Proxy Statement, the Newco Form S-4 and the Newco Form 8-A and (ii) file the Proxy Statement, the Newco Form S-4 and the Newco Form 8-A with the SEC the Form S-4, in which the SEC. The Proxy Statement will be included as a prospectusprospectus in the Newco Form S-4. Each of Parent and the Company and Parent shall use all its reasonable best efforts to have the Newco Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Each of the Company and Parent shall use its reasonable best efforts to cause the Proxy Statement to be mailed to holders of Company Common Stock the Company's stockholders as promptly as practicable after the Newco Form S-4 is declared effective. (b) If at any time prior to effective under the Effective Time there shall occur (i) any event with respect to Securities Act. Each of Parent and the Company shall also take any action (other than qualifying to do business in any jurisdiction in which is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance and distribution of its subsidiaries, or with respect to other information supplied by Company for inclusion Newco Common Stock in the Form S-4 or Merger. Parent shall furnish all information concerning Parent, the Transactions, the Transaction Agreements and the Commercial Agreements and shall provide all other assistance and cooperation as may be reasonably requested by the Company in connection with the preparation, filing and distribution of the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in and the Newco Form S-4 or the Proxy Statement, in either case, which event is required to be and any other action described in an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event this Section 7.01(a). The parties shall be so described, and such amendment or supplement shall be notify each other promptly filed with the SEC and, as required by law, disseminated to the stockholders of Company. (c) Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests request by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with Proxy Statement, the SEC in connection with Newco Form S-4 or the Merger and other transactions contemplated hereby Newco Form 8-A or for additional information and shall supply the each other with copies of all correspondence between the Company it or any of its representatives, or Parent or any of its representatives, as the case may beRepresentatives, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect theretoto the Proxy Statement, the Newco Form S-4, the Newco Form 8-A, the Merger, the other Transactions, the Transaction Agreements or the Commercial Agreements. The Each of the Company and Parent shall use their respective its reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicablepracticable to any such comments or requests of the SEC. The If at any time prior to receipt of the Company Stockholder Approval there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Newco Form S-4 or the Newco Form 8-A, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement, and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the connection therewith. The Company shall not mail any Proxy Statement, and shall provide promptly the Newco Form S-4 or the Newco Form 8-A or any amendment or supplement thereto, to the other party any information such party may obtain that could necessitate amending any such documentwhich Parent reasonably objects in a timely manner. (db) The Company shall, as promptly as practicable after following the Form S-4 is declared effective under date of this Agreement (taking into account any delays reasonably required as a result of the Securities Actoccurrence of any event described in the last sentence of this clause (b)), duly call, give notice of, convene and hold a meeting of its stockholders (the "Company Stockholders Meeting in accordance with the DGCL Meeting") for the purpose of obtaining seeking the Company Stockholder Approval and subject to Section 4.3Approval. The Company shall, the Board of Directors of through the Company shall Board, recommend to its stockholders that they give the Company's stockholders Company Stockholder Approval, except to the extent that the Company Board shall have withdrawn or modified its approval and adoption or recommendation of this Agreement, the Restructuring or the Merger and the other transactions contemplated hereby (the "Company Recommendation"as permitted by Section 6.02(b). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(d7.01(b) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change in Proposal or (ii) the withdrawal or modification by the Company RecommendationBoard of its approval or recommendation of this Agreement, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted to Restructuring or the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligationMerger. (e) The Company shall coordinate and cooperate with Parent with respect to the timing of the Company Stockholders Meeting.

Additional Agreements. SECTION 5.1 Preparation of the Form S-4, Proxy Statement; Stockholders MeetingPREPARATION OF THE PROXY STATEMENT AND SCHEDULE 13E-3. (a) As promptly as practicable following the date of this Agreement, Parent and the The Company shall prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use all reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company shall use reasonable best efforts prepare and file a proxy or information statement relating to the Stockholders' Meeting (together with all amendments, supplements and exhibits thereto, the "Proxy Statement") with the SEC and will diligently respond to any comments of the SEC or its staff and cause the Proxy Statement to be mailed to holders the Company's stockholders at the earliest practical time. The Company shall use its best efforts to obtain from the Financial Advisor an opinion (that shall not at the time of Company Common Stock as promptly as practicable after the Form S-4 is declared effective. (b) If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company or any mailing of its subsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Company. (cthe Company be subject to adverse comment by the SEC) Each as to the fairness of the transactions contemplated hereby and to cause the same to be reproduced and furnished to its stockholders in connection with the Proxy Statement. The Company and Parent shall will notify Levy Acquisition Co. promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests request by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby Proxy Statement or for additional information and shall will supply the other Levy Acquisition Co. with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government officialstaff, on the other hand, with respect theretoto the Proxy Statement or the Merger. If at any time prior to the Stockholders' Meeting there shall occur any event that the Company determines must or should be set forth in an amendment or supplement to the Proxy Statement, the Company will promptly prepare and mail to its stockholders such an amendment or supplement. The Company will not mail any Proxy Statement, or any amendment or supplement thereto, to which Levy Acquisition Co. reasonably objects. The Company hereby consents to the inclusion in the Proxy Statement of the recommendation of the Board described in Section 5.2, subject to any modification, amendment or withdrawal thereof, and Parent represents that the Independent Advisor has, subject to the terms of its engagement letter with the Company, consented to the inclusion of references to its opinion in the Proxy Statement. (b) The Company and Levy Acquisition Co. shall use their respective reasonable best efforts together prepare and file a Transaction Statement on Schedule 13E-3 (together with all amendments and exhibits thereto, the "Schedule 13E-3") under the Exchange Act. Levy Acquisition Co. shall furnish all information concerning it, its affiliates and the holders of its capital stock required to be included in the Schedule 13E-3 and, after consultation with each other, shall respond promptly to any comments of made by the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicableSchedule 13E-3. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold the Company Stockholders Meeting in accordance with the DGCL for the purpose of obtaining the Company Stockholder Approval and subject to Section 4.3, the Board of Directors As part of the Company disclosures required to be included in the Schedule 13E-3 with respect to Levy Acquisition Co., Levy Acquisition Co. shall recommend to the Company's stockholders the approval and adoption of this Agreement, state that it believes the Merger and the other transactions contemplated hereby (the "Company Recommendation"). Without limiting the generality Consideration is fair to all of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(d) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted to the stockholders of the Company at other than the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligationLevy Stockholders. (e) The Company shall coordinate and cooperate with Parent with respect to the timing of the Company Stockholders Meeting.

Additional Agreements. SECTION 5.1 a. Preparation of Form S-4 and the Form S-4, Proxy Statement; Stockholders Stockholders' ------------------------------------------------------------- Meeting. (a) As promptly as practicable ; Charter Amendment. Promptly following the date of this -------------------------- Agreement, Parent and the Company shall prepare and file with the SEC the Proxy Statement and Acquiror shall prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of Parent and the Company and Acquiror shall use all its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to holders of Company Common Stock the Company's stockholders, as promptly as practicable after the Form S-4 is declared effectiveeffective under the Securities Act. Acquiror shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or consenting to service of process in any jurisdiction in which it has not previously so consented in any action other than one arising out of the offering of the Media Stock and the Series D Preferred Stock in such jurisdiction) required to be taken to qualify the Media Stock and Series D Preferred Stock to be issued in the Merger under any applicable state securities or "blue sky" laws prior to the Effective Time, and the Company shall furnish all information concerning the Company and the holders of the Company Capital Stock as may be reasonably requested in connection with any such action. i. None of the information supplied or to be supplied by the Company, on the one hand, or Acquiror, on the other hand, for inclusion or incorporation by reference in (bi) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Proxy Statement will, at the date it is first mailed to the stockholders of the Company or at the time of each Stockholders' Meeting (as defined in Section 7.1(d)), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement and the Form S-4 will comply as to form in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be. Notwithstanding the foregoing, (i) no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied in writing by Acquiror specifically for inclusion or incorporation by reference in the Proxy Statement and (ii) no representation is made by Acquiror with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically for inclusion or incorporation by reference in the Form S-4. ii. The Company and Acquiror shall cooperate with each other and provide to each other all information necessary in order to prepare the Proxy Statement and the Form S-4. The Company and Acquiror shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any requests by the SEC or its staff for amendments or supplements to the Form S-4 or the Proxy Statement or for additional information and shall supply the other parties with copies of all correspondence between the Company or any of its representatives, or Acquiror or any of its representatives, as the case may be, on the one hand, and the SEC or its staff, on the other hand, with respect thereto. The Company and Acquiror shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company or any of its subsidiariesSubsidiaries, or with respect to other information supplied by the Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to ParentAcquiror, or with respect to information supplied by Parent Acquiror for inclusion in the Form S-4 or the Proxy StatementS-4, in either case, case which event is required to be described in an amendment of, or a supplementsupplement to, to the Form S-4 or the Proxy StatementStatement or Form S-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company.. Acquiror shall notify the Company promptly upon (ci) Each the declaration by the SEC of the Company and Parent shall promptly notify the other effectiveness of the receipt Form S-4, (ii) the issuance or threatened issuance of any comments from stop order or other order preventing or suspending the SEC or its staff or any other appropriate government official and use of any requests prospectus relating to the Form S-4, (iii) any suspension or threatened suspension of the use of any prospectus relating to the Form S-4 in any state, (iv) any proceedings commenced or threatened to be commenced by the SEC or its staff any state securities commission that might result in the issuance of a stop order or other order or suspension of use or (v) any other appropriate government official for amendments or supplements to any of the filings with request by the SEC in connection with to supplement or amend any prospectus relating to the Merger and other transactions contemplated hereby or for additional information and shall supply Form S-4 after the other with copies of all correspondence between effectiveness thereof. Acquiror and, to the Company or any of its representativesextent applicable, or Parent or any of its representativesthe Company, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective its reasonable best efforts to respond to prevent or promptly remove any comments stop order or other order preventing or suspending the use of the SEC with respect any prospectus relating to the Form S-4 and to comply with any such request by the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide SEC or any state securities commission to each other all information necessary in order to prepare amend or supplement the Form S-4 and or the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such documentprospectus relating thereto. (d) iii. The Company shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Actpracticable, duly call, give notice of, convene and hold a meeting of its stockholders (the Company Stockholders Meeting in accordance with the DGCL "Initial Stockholders' Meeting") for the purpose of obtaining the Stockholder Approvals. The Company shall use its reasonable best efforts to hold such meeting as soon as practicable. In the event the Charter Amendment is not approved at the Initial Stockholders' Meeting, the Company shall, as promptly as practicable following the date of the Initial Stockholders' Meeting, duly call, give notice of, convene and hold another meeting of its stockholders (the "Additional Stockholders' Meeting" and, together with the Initial Stockholders' Meeting, collectively, the "Stockholders' Meetings" and individually, a "Stockholders' Meeting") for the purpose of obtaining the Stockholder Approval and subject Approvals. The Company shall, as promptly as practicable after the date of the Initial Stockholders' Meeting, hold the Additional Stockholders' Meeting. Subject to Section 4.3, the fiduciary duties of the Board of Directors of the Company shall under Applicable Laws and to Section 9.1(g), the Company shall, through the Board of Directors, recommend to the Company's its stockholders the approval and adoption of this Agreement, the Merger Charter Amendment and the other transactions contemplated hereby (and shall use its best efforts to solicit from stockholders proxies in favor of adoption of this Agreement and the "Company Recommendation")Charter Amendment and to take all other action necessary to secure the Stockholder Approvals at the Initial Stockholders' Meeting or the Additional Stockholders' Meeting, as the case may be. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence and third sentences of this Section 5.1(d7.1(d) shall not be affected altered by the commencement, public proposal, public disclosure proposal or communication to the Company of any Company Takeover ProposalAcquisition Proposal (as defined in Section 7.10). iv. Notwithstanding any Change in Subject to receipt of the Stockholder Approvals, the Company Recommendationshall take all actions necessary to cause the Charter Amendment to be executed, unless otherwise directed in writing by Parent, this Agreement acknowledged and the Merger shall be submitted filed and to become effective no later than immediately prior to the stockholders of Effective Time in accordance with the Company DGCL as soon as practicable after the approval thereof at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligationa Stockholders' Meeting. (e) v. The Company shall coordinate and cooperate with Parent with respect make stock transfer records relating to the timing Company available to Acquiror to the extent reasonably necessary to effectuate the intent of the Company Stockholders Meetingthis Agreement.

Additional Agreements. SECTION Section 5.1 Preparation of the Form S-4, Joint Proxy Statement; Stockholders Meeting. (a) /Prospectus and the Registration Statement. As promptly as reasonably practicable following the date of this Agreementhereof, Parent and the Company shall cooperate in preparing and Parent shall cause to be filed with the SEC mutually acceptable proxy materials and prospectus relating to the matters to be submitted to the stockholders of the Company and Parent for a vote in connection with the Merger and the transactions contemplated hereby (such proxy materials and prospectus and any amendments or supplements thereto, the "Joint Proxy Statement/Prospectus") and Parent shall prepare and file with the SEC the Form S-4, in which the Registration Statement. The Joint Proxy Statement Statement/Prospectus will be included as a prospectus in and will constitute a part of the Registration Statement as Parent's prospectus. Parent shall use its commercially reasonable efforts to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Registration Statement declared effective by the SEC as soon after such filing as practicable and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Each of Parent and the Company shall, as promptly as practicable after receipt thereof, provide the other party with copies of any written comments, and advise each other of any oral comments, with respect to the Joint Proxy Statement/Prospectus or Registration Statement received from the SEC. Prior to the Effective Time, Parent shall use its commercially reasonable efforts to obtain all necessary state securities law or "blue sky" approvals in connection with the Merger and to consummate the other transactions contemplated by this Agreement; provided, however, Parent shall not be required to qualify to do business in any jurisdiction in which it is now not so qualified. Each of Parent and the Company shall cooperate with one another and shall furnish all information concerning itself as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Joint Proxy Statement/Prospectus. Parent shall provide the Company with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and the Registration Statement prior to Parent filing such with the SEC and Parent will provide the Company with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Registration Statement shall be made without the approval of both Parent and the Company, which approval shall not be unreasonably withheld or delayed; provided, that, with respect to documents filed by Parent, this right of approval shall apply only with respect to information relating to the Company or its business, financial condition or results of operations and with respect to information which, in the reasonable judgment of the Company could unreasonably delay or impair the ability of the parties to consummate the transaction contemplated under this Agreement. Parent will use all commercially reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company shall use reasonable best efforts to cause the Joint Proxy Statement Statement/Prospectus to be mailed to holders of its stockholders, and the Company Common Stock as promptly as practicable after will use commercially reasonable efforts to cause the Form S-4 is declared effective. (b) If at any time prior Joint Proxy Statement/Prospectus to the Effective Time there shall occur (i) any event with respect be mailed to the Company or any of its subsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statementstockholders, in either each case, which event is required to be described in an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Company. (c) Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shall, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act, duly call, give notice of, convene and hold but in no event later than three (3) Business Days after the Company Stockholders Meeting Registration Statement is declared effective. The Registration Statement shall register for resale the shares of Parent Common Stock received in accordance with the DGCL for Merger by each affiliate (within the purpose meaning of obtaining Rule 145 of the Company Stockholder Approval and subject to Section 4.3, the Board of Directors Securities Act) of the Company that is not an affiliate (within the meaning of Rule 144 of the Securities Act) of Parent and each Stockholder of the Company who will be, immediately following the Effective Time, an affiliate of Parent and shall recommend include the information required by Item 7 of Form S-4 and Item 507 of Regulation S-K under the Securities Act for the benefit of such affiliates as selling stockholders of the number of shares of Parent Common Stock received in the Merger. Each such selling stockholder shall agree to abide by the provisions of Section 4 of the Registration Rights Agreement (as defined herein). If required by applicable law, rules or regulations, after the Effective Time, Parent shall file a post-effective amendment on Form S-3 to the Company's stockholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby Registration Statement (the "Company RecommendationS-3 Amendment"). Without limiting ) which shall include a resale prospectus for the generality selling stockholders of the foregoingnumber of shares of Parent Common Stock received by them in the Merger, and Parent shall keep the S-3 Amendment effective until the earliest of: (i) two (2) years after the Effective Time, (ii) the date of final sale by the selling stockholders of all shares of Parent Common Stock registered on the S-3 Amendment ("Registrable Resale Shares") or (iii) the date upon which all selling stockholders' Registrable Resale Shares become saleable without registration pursuant to Rule 144 under the Securities Act. If, at any time prior to the Effective Time, any information relating to Parent or the Company, or any of their respective affiliates, officers or directors, is discovered by Parent or the Company and such information should be set forth in an amendment or supplement to any of the Registration Statement or the Joint Proxy Statement/Prospectus so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company agrees that its obligations pursuant party hereto discovering such information shall promptly notify the other parties hereto and, to the first sentence of this Section 5.1(d) shall not be affected extent required by the commencementapplicable law, public proposalrules or regulations, public disclosure an appropriate amendment or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger supplement describing such information shall be submitted promptly filed by Parent with the SEC and disseminated to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement Parent and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligationCompany. (e) The Company shall coordinate and cooperate with Parent with respect to the timing of the Company Stockholders Meeting.

Additional Agreements. SECTION Section 5.1 Preparation of the Form S-4, S-4 Proxy Statement; Stockholders MeetingShareholders Meetings. (a) Form S-4; Proxy Statement. As promptly soon as practicable following the date of this Agreement, Parent and the Company and Parent shall prepare and file with the SEC the Proxy Statement and Parent shall prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of Parent and the Company and Parent shall use all reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company shall use all reasonable best efforts to cause the Proxy Statement to be mailed to holders of Company Common Stock as promptly as practicable after the Form S-4 is declared effective. (b) If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company or any of its subsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Company. (c) Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company 's shareholders and Parent shall use their respective all reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and cause the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with to be mailed to Parent's shareholders, in each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shallcase, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly call, give notice of, convene . Parent shall also take any action required to be taken under any applicable foreign and hold the Company Stockholders Meeting state securities laws in accordance connection with the DGCL for the purpose issuance of obtaining the Company Stockholder Approval and subject to Section 4.3, the Board of Directors of the Company shall recommend to the Company's stockholders the approval and adoption of this Agreement, Parent Common Stock in the Merger and the other transactions contemplated hereby (Company shall furnish all information concerning the "Company Recommendation"). Without limiting and the generality holders of the foregoingCompany Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 will be made by Parent, and no filing of, or amendment or supplement to, the Proxy Statement will be made by the Company agrees that or Parent, in each case, without providing the other party and its obligations pursuant respective counsel the reasonable opportunity to review and comment thereon. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the first sentence of this Section 5.1(d) shall not be affected by the commencement, public proposal, public disclosure or communication Effective Time any information relating to the Company or Parent, or any of any Company Takeover Proposal. Notwithstanding any Change in their respective affiliates, officers or directors, should be discovered by the Company Recommendation, unless otherwise directed or Parent which should be set forth in writing by Parent, this Agreement and the Merger shall be submitted an amendment or supplement to the stockholders Form S-4 or the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the Company at circumstances under which they were made, not misleading, the Company Stockholders Meeting for party that discovers such information shall promptly notify the purpose of approving other parties hereto and an appropriate amendment or supplement describing such information must be promptly filed with the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligation. (e) The Company shall coordinate and cooperate with Parent with respect SEC and, to the timing extent required by Law, disseminated to the shareholders of the Company Stockholders MeetingCompany.

Additional Agreements. SECTION 5.1 6.01. Preparation of the Form S-4, S-4 and the Proxy Statement; Stockholders Meeting. (a) As promptly soon as reasonably practicable following the date of this Agreement, Parent RJR and the Company ▇▇▇▇▇▇▇▇ American shall prepare and file with the SEC (i) the Proxy Statement in preliminary form and (ii) the Form S-4, in which the Proxy Statement will be included as a prospectus, and each of RJR and B&W shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC with respect thereto. Each of Parent RJR and the Company B&W shall use all its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing. The Company RJR shall use its reasonable best efforts to cause the Proxy Statement to be mailed to holders of Company Common Stock RJR's stockholders as promptly as reasonably practicable after the Form S-4 is declared effectiveeffective under the Securities Act. RJR shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable state securities laws in connection with the issuance of ▇▇▇▇▇▇▇▇ American Common Stock in the Merger, and RJR shall furnish all information concerning RJR and the holders of RJR Common Stock and rights to acquire RJR Common Stock pursuant to RJR Stock Plans as may be reasonably requested in connection with any such action. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, the Form S-4 or the Merger. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of RJR and B&W, as the case may be, (i) shall provide the other party with a reasonable opportunity to review and comment on such document or response, (ii) shall include in such document or response all comments reasonably proposed by such other party and (iii) shall not file or mail such document or respond to the SEC prior to receiving such other party's approval, which approval shall not be unreasonably withheld or delayed. (b) If at any time If, prior to the Effective Time there shall occur (i) Time, any event occurs with respect to the Company RJR or any of its subsidiariesRJR Subsidiary, or any change occurs with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent RJR for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplementsupplement to, to the Form S-4 or the Proxy Statement, RJR shall promptly notify B&W of such event shall be so describedevent, and such RJR and B&W shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement shall be promptly filed with to the SEC Form S-4 or the Proxy Statement and, as required by lawLaw, disseminated in disseminating the information contained in such amendment or supplement to the stockholders of CompanyRJR's stockholders. (c) Each of If, prior to the Company and Parent shall promptly notify the other of the receipt of Effective Time, any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC event occurs with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate B&W Business (other than with each respect to an Excluded Asset or an Excluded Liability), or any change occurs with respect to other and provide to each other all information necessary supplied by B&W for inclusion in order to prepare the Form S-4 and or the Proxy Statement, which is required to be described in an amendment of, or a supplement to, the Form S-4 or the Proxy Statement, B&W shall promptly notify RJR of such event, and B&W and RJR shall provide promptly cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the other party any Form S-4 or the Proxy Statement and, as required by Law, in disseminating the information contained in such party may obtain that could necessitate amending any such documentamendment or supplement to RJR's stockholders. (d) The Company RJR shall, as promptly soon as reasonably practicable following effectiveness of the Form S-4, duly call, give notice of, convene and hold a meeting of its stockholders (the "RJR Stockholders Meeting") for the purpose of seeking the RJR Stockholder Approval. RJR shall use its reasonable best efforts to cause the Proxy Statement to be mailed to RJR's stockholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. RJR shall, duly callthrough the RJR Board, give notice of, convene and hold the Company Stockholders Meeting in accordance with the DGCL for the purpose of obtaining the Company Stockholder Approval and subject to Section 4.3, the Board of Directors of the Company shall recommend to its stockholders that they give RJR Stockholder Approval, except to the Company's stockholders extent that the RJR Board shall have withdrawn or modified its approval and adoption or recommendation of this Agreement, Agreement or the Merger and the other transactions contemplated hereby (the "Company Recommendation"as permitted by Section 5.02(b). Without limiting the generality of the foregoing, the Company RJR agrees that its obligations pursuant to the first sentence of this Section 5.1(d6.01(d) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company RJR of any Company RJR Takeover Proposal. Notwithstanding any Change in Proposal or (ii) the Company Recommendation, unless otherwise directed in writing withdrawal or modification by Parent, the RJR Board of its approval or recommendation of this Agreement and or the Merger shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligationMerger. (e) The Company shall coordinate and cooperate with Parent with respect to the timing of the Company Stockholders Meeting.

Additional Agreements. SECTION 5.1 Section 5.01. Preparation of the Form S-4, Proxy StatementStatement and Schedule 13E-3; Stockholders MeetingStockholders’ Meeting . (a) As promptly soon as reasonably practicable following the date of this Agreement, the Company and Parent shall prepare, and the Company shall prepare and file with the SEC the Form S-4SEC, in which the Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use all reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filingStatement. The Company shall use reasonable best efforts to cause the Proxy Statement to be mailed to holders the stockholders of the Company Common Stock as promptly as practicable after practicable. Parent shall furnish to the Form S-4 is declared effective. (b) Company all information as may be reasonably requested by the Company in connection with the preparation, filing and distribution of the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement will be made by the Company without providing Parent a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time there shall occur (i) any event with respect information relating to the Company or any of its subsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in either caselight of the circumstances under which they are made, not misleading, the party which event is required to be described in discovers such information shall promptly notify the other party hereto and an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so described, and such appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, as to the extent required by lawLaw, disseminated to the stockholders of the Company. (c) Each of the Company and Parent . The parties shall notify each other promptly notify the other of the receipt of any comments from the SEC or its the staff or any other appropriate government official of the SEC and of any requests request by the SEC or its the staff or any other appropriate government official of the SEC for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby Proxy Statement or for additional information and shall supply the each other with copies of all correspondence between the Company it or any of its representatives, or Parent or any of its representatives, as the case may beRepresentatives, on the one hand, and the SEC or its the staff or any other appropriate government officialof the SEC, on the other hand, with respect theretoto the Proxy Statement or the Merger. (b) Concurrently with the filing of the Proxy Statement with the SEC, Parent and its Affiliates shall prepare and file with the SEC, together with the Company, the Schedule 13E-3. The Parent and the Company shall cause the Schedule 13E-3 to comply with the rules and Parent shall use their respective reasonable best efforts to regulations promulgated by the SEC and respond promptly to any comments of the SEC or its staff regarding the Schedule 13E-3. Each party agrees to provide the other party and its counsel with respect copies of any comments that such party or its counsel may receive from the staff of the SEC regarding the Schedule 13E-3 promptly after receipt thereof. The Company shall promptly furnish to Parent all information concerning the Form S-4 Company and its executive officers and directors as may reasonably be requested in connection with the Proxy Statement as promptly as practicablepreparation of the Schedule 13E-3. The Company and Parent its counsel shall cooperate be given an opportunity to review and comment on the Schedule 13E-3 and each supplement, amendment or response to comments with each other and provide respect thereto prior to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly filing with or delivering to the other party any information such party may obtain that could necessitate amending any such documentSEC. (dc) The Company shallshall use its reasonable best efforts, as promptly soon as practicable after following the Form S-4 is declared effective under the Securities Actdate of this Agreement, to establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (the Company Stockholders Meeting in accordance with the DGCL “Stockholders’ Meeting”) for the purpose of obtaining the Company Stockholder Approval Approvals; provided that such date may be extended to the extent reasonably necessary to permit the Company to file and subject distribute any material amendment to the Proxy Statement as is required by applicable law. Subject to Section 4.34.02, the Company shall, through its Board of Directors of the Company shall Directors, recommend to the Company's its stockholders the approval and adoption of this Agreement, Agreement and the Merger and shall include the other transactions contemplated hereby Company Board Recommendation in the Proxy Statement. A Change in Recommendation permitted by Sections 4.02(e), (f) or (g) will not constitute a breach by the "Company Recommendation")of this Agreement. Without limiting the generality of the foregoing, but subject to the Company agrees that its terms of this Agreement, the Company’s obligations pursuant to the first sentence of this Section 5.1(d5.01(c) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal (whether or not a Superior Proposal). Notwithstanding In addition, notwithstanding any Change in the Company Recommendation, unless otherwise directed this Agreement is terminated pursuant to, and in writing by Parentaccordance with, Section 7.01, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholders Stockholders’ Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligationadopting this Agreement. (e) The Company shall coordinate and cooperate with Parent with respect to the timing of the Company Stockholders Meeting.

Additional Agreements. SECTION 5.1 Preparation (i) The Company and the Investor agree that the Investor will cause its Affiliates to comply with the terms of this Agreement and shall be responsible for any breach of this Agreement by any such Affiliate. As used in this Agreement, the term “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended, or the rules or regulations promulgated thereunder (the “Exchange Act”) and, with respect to any person or entity, shall include all persons or entities that at any time during the term of this Agreement become Affiliates of such person or entity. For purposes of this Agreement, each of ▇▇▇▇▇▇▇▇▇ ▇▇▇, M.T. Maritime Management and their respective Affiliates shall be deemed to be an “Affiliate” of the Form S-4, Proxy Statement; Stockholders MeetingInvestor. (aii) As promptly So long as practicable following the Company is not in material breach of this Agreement and so long as the New Director has been nominated by the Board for reelection as a Class III director at the 2026 Annual Meeting, the Investor agrees that it will appear in person or by proxy at the 2026 Annual Meeting and vote all Common Shares beneficially owned by the Investor at the 2026 Annual Meeting (A) in favor of the New Director and the Other Director Nominees, (B) in favor of the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, and (C) in favor of the Company’s “Say-on-Pay” proposal on the compensation of named executive officers. Except as expressly provided in this Section 1(b)(ii), the Investor (and any Affiliates thereof) shall be entitled to vote its shares on any other proposal duly brought before the 2026 Annual Meeting or otherwise vote as it determines in its sole discretion. (iii) Prior to the date of this Agreement, Parent and the Company shall prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use all reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company shall use reasonable best efforts to cause the Proxy Statement to be mailed to holders of Company Common Stock as promptly as practicable after the Form S-4 is declared effective. (b) If at any time prior to the Effective Time there shall occur (i) any event with respect New Director has submitted to the Company or any (A) a fully completed copy of its subsidiaries, or with respect to the Company’s director nominee questionnaire and other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so described, reasonable and such amendment or supplement shall be promptly filed with the SEC and, as customary director onboarding documentation required by law, disseminated to the stockholders of Company. (c) Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby appointment or for additional election of new Board members, (B) the information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts required pursuant to respond to any comments Section 23.9.2 of the SEC with respect to Company’s Bye-Laws, effective as of August 5, 2022 (the Form S-4 “Bye-Laws”) and (C) the Proxy Statement written acceptance of their appointment as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare required by Section 23.11 of the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such documentBye-Laws. (div) The Company shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold hereby agrees that the Company Stockholders Meeting in accordance with and the DGCL for Board shall not increase the purpose size of obtaining the Board to include more than ten (10) members without the consent of the Investor until the 2027 annual general meeting of the Company’s shareholders (the “2027 Annual Meeting”); provided, that, if the Investor or its Affiliates submit a notice to the Company Stockholder Approval and subject to Section 4.3, the Board of Directors of the Company shall recommend to the Company's stockholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby (the "Company Recommendation"). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of Bye-Laws to propose a nominee or nominees for director for the 2027 Annual Meeting, the limitation in this Section 5.1(d(iv) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company terminate upon receipt of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligationdirector nomination notice. (e) The Company shall coordinate and cooperate with Parent with respect to the timing of the Company Stockholders Meeting.

Additional Agreements. SECTION 5.1 Preparation of the Form S-4, Proxy StatementPREPARATION OF FORM S-4 AND PROXY STATEMENT/PROSPECTUS; Stockholders MeetingCOMPANY STOCKHOLDERS MEETING. (a) As promptly as practicable following the date of this Agreementhereof, Parent and the Company shall prepare and file with the SEC the Form S-4, in preliminary proxy materials which shall constitute the Proxy Statement Statement/ Prospectus (such proxy statement/prospectus, and any amendments or supplements thereto, the "PROXY STATEMENT/PROSPECTUS") and Parent shall prepare and file with the SEC a registration statement on Form S-4 with respect to the issuance of Parent Common Stock in the Merger (the "FORM S-4"). The Proxy Statement/ Prospectus will be included in the Form S-4 as a Parent's prospectus. The Form S-4 and the Proxy Statement/Prospectus shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act. Each of Parent and the Company shall use all its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filingfiling with the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger. Parent and the Company shall, as promptly as practicable after receipt thereof, provide copies of any written comments received from the SEC with respect to the Proxy Statement/ Prospectus to the other party and advise the other party of any oral comments with respect to the Proxy Statement/Prospectus received from the SEC. The Company shall use its reasonable best efforts to cause the Proxy Statement Statement/Prospectus to be mailed to holders of Company Common Stock as promptly as practicable after the Form S-4 is declared effective. (b) If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company or any of its subsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the Company's stockholders of Company. (c) Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Share Issuance and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. Each of the Company and Parent will inform the other party, promptly after it receives notice thereof, of any request by the SEC for the amendment of the Form S-4 or the Proxy Statement/Prospectus, as the case may be, or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Company. Parent agrees that none of the information supplied or to be supplied by Parent for inclusion or incorporation by reference in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Company Stockholders Meeting, will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or be false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders Meeting which has become false or misleading. The Company agrees that none of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Company Stockholders Meeting, will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or be false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders Meeting which has become false or misleading. For purposes of the foregoing, it is understood and agreed that information concerning or related to Parent will be deemed to have been supplied by Parent and information concerning or related to the Company and the Company Stockholders Meeting shall be deemed to have been supplied by the Company. Each of the Company and Parent will provide Parent or the Company, respectively, with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement/Prospectus and the Form S- 4, respectively, prior to filing such with the SEC, and will provide the other party with a reasonable number of copies of all such filings made with the SEC. No amendment or supplement to the information supplied by Parent or the Company for inclusion in the Proxy Statement/Prospectus shall be made without the approval of Parent or the Company, which approval shall not be unreasonably withheld or delayed. (b) The Company shall, as promptly as practicable following the execution of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the Company Stockholders Meeting in accordance with the DGCL "COMPANY STOCKHOLDERS MEETING") for the purpose of obtaining the Required Company Vote with respect to the adoption of this Agreement (PROVIDED that it is understood that it is the intention of the Company that the Company Stockholder Approval Meeting will, to the extent reasonably practicable, be scheduled such that it shall occur reasonably proximate to the Effective Time), and shall take all lawful action to solicit the adoption of this Agreement by the Required Company Vote, and subject to Section 4.3SECTION 5.4 and without limiting its rights under SECTION 7.1(f), the Board of Directors of the Company shall recommend to the Company's stockholders the approval and adoption of this Agreement, Agreement by the Merger and stockholders of the other transactions contemplated hereby (the "Company Recommendation")Company. Without limiting the generality of the foregoingforegoing and without limiting its rights pursuant to SECTIONS 5.4 and 7.1(f), the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(d) shall SECTION 5.1(b)shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change Acquisition Proposal (as defined in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligationSECTION 5.4(b)). (e) The Company shall coordinate and cooperate with Parent with respect to the timing of the Company Stockholders Meeting.

Additional Agreements. SECTION 5.1 Section 6.01 Preparation of the Form S-4, S-4 and the Joint Proxy Statement; Stockholders MeetingMeetings. (a) As promptly soon as practicable following the date of this Agreement, Parent and the Company and Parent shall prepare and file with the SEC a joint proxy statement (the "Joint Proxy Statement") in preliminary form and Parent shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus, and each of the Company and Parent shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Each of Parent and the Company and Parent shall use all its reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filingfiling and to maintain the effectiveness of the S-4 through the Effective Time and to ensure that it complies in all material respects with the applicable provisions of the Exchange Act or Securities Act. The Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Parent Common Stock in the Merger and under the Company Stock Plans and the Company shall use reasonable best efforts to cause furnish all information concerning the Proxy Statement to be mailed to Company and the holders of the Company Common Stock and rights to acquire Company Common Stock pursuant to the Company Stock Plans as may be reasonably requested in connection with any such action. The parties shall notify each other promptly as practicable after of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement or the Form S-4 is declared effectiveor for additional information and shall supply each other with copies of all correspondence between such or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement, the Form S-4 or the Merger. (b) If If, at any time prior to the Effective Time there shall occur (i) receipt of the Company Stockholder Approval or Parent Stockholder Approval, any event occurs with respect to the Company or any of its subsidiariesCompany Subsidiary, or any change occurs with respect to other information supplied by the Company for inclusion in the Form S-4 or the Joint Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either caseS-4, which event is required to be described in an amendment of, or a supplementsupplement to, the Joint Proxy Statement or the Form S-4, the Company shall promptly notify Parent of such event, and the Company and Parent shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Joint Proxy Statement and the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by lawLaw, disseminated in disseminating the information contained in such amendment or supplement to Parent's or the stockholders of Company's stockholders. (c) Each If, at any time prior to the receipt of the Company and Stockholder Approval or Parent Stockholder Approval, any event occurs with respect to Parent or any Parent Subsidiary, or change occurs with respect to other information supplied by Parent for inclusion in the Joint Proxy Statement or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement or the Form S-4, Parent shall promptly notify the other Company of such event, and Parent and the receipt of any comments from Company shall cooperate in the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings prompt filing with the SEC in connection with of any necessary amendment or supplement to the Merger Joint Proxy Statement and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and and, as required by Law, in disseminating the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide information contained in such amendment or supplement to each other all information necessary in order to prepare Parent's or the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such documentCompany's stockholders. (d) The Company shall, as promptly soon as practicable after following the Form S-4 is declared effective under the Securities Actdate of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the "Company Stockholders Meeting in accordance with the DGCL Meeting") for the purpose of obtaining seeking the Company Stockholder Approval and subject to Section 4.3, the Board of Directors of the Approval. The Company shall recommend use its reasonable efforts to cause the Joint Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after the approval and adoption date of this Agreement. The Company shall, through the Merger and Company Board, recommend to its stockholders that they give the other transactions contemplated hereby Company Stockholder Approval (the "Company Recommendation"). Without limiting , except to the generality of the foregoing, extent that the Company agrees that Board shall have withdrawn or modified its obligations pursuant to approval or recommendation of this Agreement or the first Merger as permitted by and determined in accordance with the last sentence of this Section 5.1(d) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligation5.02(b). (e) Parent shall, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the "Parent Stockholders Meeting") for the purpose of seeking Parent Stockholder Approval. Parent shall use its reasonable efforts to cause the Joint Proxy Statement to be mailed to Parent's stockholders as promptly as practicable after the date of this Agreement. Parent shall, through Parent Board, recommend to its stockholders that they give Parent Stockholder Approval (the "Parent Recommendation"). (f) The Company shall coordinate use all reasonable efforts to cause to be delivered to Parent a letter of Deloitte & Touche LLP, the Company's independent public accountants, dated a date within two Business Days before the date on which the Form S-4 shall become effective and cooperate addressed to Parent, in form and substance reasonably satisfactory to Parent and customary in scope and substance for letters delivered by independent public accountants in connection with Parent with respect registration statements similar to the timing of Form S-4. (g) Parent shall use all reasonable efforts to cause to be delivered to the Company Stockholders Meetinga letter of Deloitte & Touche LLP, Parent's independent public accountants, dated a date within two Business Days before the date on which the Form S-4 shall become effective and addressed to the Company, in form and substance reasonably satisfactory to the Company and customary in scope and substance for letters delivered by independent public accountants in connection with registration statements similar to the Form S-4.

Additional Agreements. SECTION 5.1 Preparation 7.1 Approval of the Form S-4Company Stockholders. The Company and Parent will prepare as soon as reasonably practicable the Information Statement and if the Company holds a stockholders' meeting, Proxy Statement; Stockholders Meeting. (a) As promptly a proxy statement, in form and substance reasonably acceptable to Parent, with respect to the solicitation of written consents and/or proxies from the stockholders of the Company to approve this Agreement, the Merger and related matters. The Information Statement shall be in such form and contain such information so as to permit compliance by Parent with the requirements of Regulation D under the Securities Act in connection with the issuance of shares of Parent Common Stock in the Merger. The Information Statement shall include a solicitation of consents necessary to prevent the acceleration of stock options in connection with this Agreement from giving rise to a "parachute payment" under section 280G of the Code. Prior to the Closing Date and at the earliest practicable date following the date hereof, the Company will solicit written consents from its stockholders seeking, or hold the Company Stockholders Meeting for the purpose of seeking, approval of this Agreement, Parent the Merger and related matters. If the Company holds the Company Stockholders Meeting, the Board of Directors will solicit proxies from the Company's stockholders to vote such stockholders' shares at the Company Stockholders Meeting. In soliciting such written consent or proxies, the Board of Directors of the Company will recommend to the stockholders of the Company that they approve this Agreement and the Company shall prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of Parent Merger and the Company shall use all reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company shall use reasonable best efforts to cause the Proxy Statement to be mailed to holders of Company Common Stock as promptly as practicable after the Form S-4 is declared effective. (b) If at any time prior to the Effective Time there shall occur (i) any event with respect to obtain the Company or any approval of its subsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Company. (c) Each of the Company entitled to vote on or consent to approve this Agreement and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold the Company Stockholders Meeting in accordance with the DGCL for and the purpose Restated Certificate and to approve the items necessary to prevent the acceleration of obtaining stock options in connection with this Agreement from giving rise to a "parachute payment" under section 280G of the Company Stockholder Approval Code, (ii) to cause each of the Securityholders who is not an "accredited investor" (as defined in Rule 501 under the Securities Act) to appoint a "purchaser representative" (as defined in Rule 501 under the Securities Act) in connection with evaluating the merits and risks of investing in Parent Common, and (iii) to obtain the agreement of the Preferred Securityholders that, subject to Section 4.3the consummation of the Closing, the Board dividend on the outstanding shares of Directors of the Company shall recommend to the Company's stockholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby (the "Company Recommendation"). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(d) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein Preferred Stock shall be deemed to relieve cease to accrue on and after December 15, 2000, and (iv) to obtain the Company of such obligation. (e) The Company shall coordinate and cooperate with Parent with respect to the timing acknowledgement of the Company Stockholders Meeting.Securityholders that (A) the Merger Consideration shall be allocated as set forth on the Merger Consideration Spreadsheet, and such allocation is in full satisfaction of the amounts such Securityholders are entitled to receive pursuant to Section B of Article Fourth of the Restated Certificate and (B) the amount of

Additional Agreements. SECTION 5.1 Preparation of the Form PREPARATION OF THE FORM S-4, Proxy StatementPROXY STATEMENT; Stockholders MeetingSTOCKHOLDERS MEETING. (a) As promptly as practicable following the date of this Agreement, Parent and the Company shall prepare prepare, and Parent shall file with the SEC SEC, the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use all reasonable efforts to have the Form S-4 declared effective under the Securities Act Act, and for the Proxy Statement to be cleared under the Exchange Act, as promptly as practicable after such filing. Without limiting any other provision hereinabove contained, the Form S-4 and the Proxy Statement will contain, without limitation, such information and disclosure reasonably requested by either Parent or the Company so that (i) the Form S-4 conforms in both form and substance to the requirements of the Securities Act, and (ii) the Proxy Statement conforms in both form and substance to the requirements of the Exchange Act. The Company shall use reasonable best efforts to cause the Proxy Statement to be mailed to holders of Company Common Stock as promptly as practicable after the Form S-4 is declared effective. (b) If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company or any of its subsidiariesSubsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplementsupplement to, to the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Company. (c) Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and the other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold the Company Stockholders Meeting in accordance with the DGCL for the purpose of obtaining the Company Stockholder Approval and subject to Section 4.3, the Board of Directors of the Company shall recommend to the Company's stockholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby (the "Company RecommendationCOMPANY RECOMMENDATION"); provided, however, that the Company's Board of Directors shall not be required to make such Company Recommendation to the extent that it is permitted to effect a Change in the Company Recommendation pursuant to Section 4.3. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(d) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligation, provided, however, that if the Board of Directors of the Company shall have effected a Change in the Company Recommendation in accordance with this Agreement, then in submitting this Agreement to the Company's stockholders, the Board of Directors of the Company may submit this Agreement to the Company's stockholders without recommendation (although the resolutions adopting this Agreement and the Plan of Merger as of the date hereof may not be rescinded or amended), in which event the Board of Directors of the Company may communicate the basis for its lack of a recommendation to the Company's stockholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law. (e) The Company shall coordinate and cooperate with Parent with respect to the timing of the Company Stockholders Meeting.

Additional Agreements. SECTION 5.1 Preparation of the Form S-4, S-4 and the Proxy Statement; Stockholders MeetingMeetings. (a) As promptly soon as practicable following the date of this Agreement, Parent and the Company and Parent shall prepare and file with the SEC the Proxy Statement and Parent shall prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of Parent and the Company and Parent shall use all reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company shall will use reasonable all best efforts to cause the Proxy Statement to be mailed to the holders of Company Common Stock and Company Preferred Stock as promptly as practicable after the Form S-4 is declared effective. effective under the Securities Act. Parent shall also take any action (bother than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of the Parent Common Stock and the Parent New Preferred Stock in the Merger and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Proxy Statement will be made by Parent or the Company without providing the other with the opportunity to review and comment thereon. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock and the Parent New Preferred Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time there shall occur (i) any event with respect information relating to the Company or any of its subsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect any of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to information supplied by Parent for inclusion in any of the Form S-4 or the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in either caselight of the circumstances under which they were made, not misleading, the party which event is required to be described in discovers such information shall promptly notify the other parties hereto and an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so described, and such appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, as to the extent required by law, disseminated to the stockholders of Companythe Company and Parent. (c) Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (db) The Company shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold a meeting of its stockholders (the "Company Stockholders Meeting Meeting") in accordance with the DGCL for the purpose of obtaining the Company Stockholder Approval and and, subject to its rights to terminate this Agreement pursuant to Section 4.34.2(b), the shall, through its Board of Directors of the Company shall Directors, recommend to the Company's its stockholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby (the "Company Recommendation")hereby. Without limiting the generality of the foregoingforegoing but subject to its rights to terminate this Agreement pursuant to Section 4.2(b), the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(d5.1(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligation. (e) The Company shall coordinate and cooperate with Parent with respect to the timing of the Company Stockholders Meeting.

Additional Agreements. SECTION 5.1 Preparation of the Form S-4, Proxy Statement4.1. PREPARATION OF FORM S-4 AND PROXY STATEMENT; Stockholders MeetingSTOCKHOLDERS MEETING. (a) As promptly soon as practicable following the date of this Agreement, the Company and Parent shall prepare and the Company shall file with the SEC the Proxy Statement and Parent shall prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of Parent and the Company and Parent shall use all reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The To the extent that presenting this Agreement and the Merger to the Company's stockholders would not violate or otherwise be inconsistent with applicable law, the Company shall will use its reasonable best efforts to cause the Proxy Statement to be mailed to holders of Company Common Stock as promptly as practicable after the Form S-4 is declared effective. (b) If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company or any of its subsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the Company's stockholders of Company. (c) Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action required to be taken under any applicable state securities laws or other applicable laws, rules or regulations in connection with the issuance of Parent Common Stock pursuant to the terms of this Agreement. Each of Parent and the Company shall furnish all information concerning itself to the other as may be reasonably requested in connection with any such action and the preparation, filing and distribution of the Proxy Statement. (b) The Company will, as soon as reasonably practicable following the date of this Agreement, establish a record date (which will be as soon as practicable following the date of this Agreement) for, and, to the extent that convening and holding a meeting would not violate or otherwise be inconsistent with applicable law, duly call, give notice of, convene and hold a meeting of its stockholders (the Company "Stockholders Meeting in accordance with the DGCL Meeting") for the purpose of obtaining approving and adopting this Agreement. Except to the Company Stockholder Approval and subject to Section 4.3, extent the Board of Directors of the Company shall recommend determines in good faith, after consultation with outside counsel, that to do so would create a substantial risk of liability for breach of its fiduciary duties to the Company's stockholders under applicable law, the Company will, through its Board of Directors, recommend to its stockholders approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby (the "Company Recommendation"). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(d) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligation. (e) The Company shall coordinate and cooperate with Parent with respect to the timing of the Company Stockholders Meeting.

Additional Agreements. SECTION 5.1 Section 7.01 Preparation of the Form S-4, S-4 and Proxy Statement; Stockholders Meeting. (a) As promptly soon as practicable following the date of this Agreement, Parent and the Company shall prepare prepare, together with OptiCare, and Parent shall file with the SEC SEC, an proxy statement (the "Proxy Statement") in preliminary form and the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of , and Parent and the Company shall use all their reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Parent and the Company shall use their reasonable efforts to have the Form S-4 declared effective under by the Securities Act SEC as promptly as practicable after such filingfiling and to ensure that it complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act. The Parent and the Company shall use reasonable best efforts to cause the Proxy Statement also take any other action required to be mailed to taken under any applicable federal and state securities laws in connection with the issuance of Parent Common Stock in the Merger and the Company and the Stockholders shall furnish all information concerning the Company and the holders of the Company Common Stock as promptly as practicable after may be reasonably requested in connection with the Form S-4 is declared effective. (b) If at Proxy Statement or any time prior to the Effective Time there shall occur (i) any event with respect to such action. Parent, the Company and the Stockholders shall each be solely responsible for any statement, information or any of its subsidiaries, or with respect to other information supplied by Company for inclusion omission in the Form S-4 or the Proxy Statement or relating to it based upon information provided by it for inclusion therein. (iib) If, at any time prior to the receipt of the Parent Stockholder Approval, any event occurs with respect to Parentthe Company or any Company Subsidiary, or any change occurs with respect to other information supplied by Parent the Company or any Stockholder for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplementsupplement to, to the Form S-4 or the Proxy Statement, the Company or such event Stockholder shall be so describedpromptly notify Parent of such event, and such the Company, the Stockholders and Parent shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement shall be promptly filed with to the SEC Form S-4 or the Proxy Statement and, as required by lawLaw, disseminated in disseminating the information contained in such amendment or supplement to the stockholders of CompanyParent's stockholders. (c) Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shall, as promptly soon as practicable after following the Form S-4 is declared effective under the Securities Actdate of this Agreement, duly call, give notice of, convene and hold an annual meeting of its stockholders (the Company "Parent Stockholders Meeting in accordance with the DGCL Meeting") for the purpose of obtaining of, among other things, seeking the Company Parent Stockholder Approval and subject Approval. Parent shall use its reasonable efforts to Section 4.3, cause the Board of Directors of the Company shall recommend Proxy Statement to the Companybe mailed to Parent's stockholders as promptly as practicable after the approval and adoption date of this Agreement. Parent shall, through the Merger and Parent Board, recommend to its stockholders that they give the other transactions contemplated hereby (the "Company Recommendation"). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(d) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligationParent Stockholder Approval. (e) The Company shall coordinate and cooperate with Parent with respect to the timing of the Company Stockholders Meeting.

Additional Agreements. SECTION 5.1 5.1. Preparation of Form S-4 and the Form S-4, Proxy Statement; Stockholders Meeting. (a) As promptly as practicable Promptly following the date of this Agreement, Parent Company and Purchaser shall prepare and Company shall file with the Company SEC the Proxy Statement, and Purchaser shall prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of Parent Company and the Company Purchaser shall use all its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company shall will use its reasonable best efforts to cause the Proxy Statement to be mailed to holders of Company Common Stock as promptly as practicable after the Form S-4 is declared effective. (b) If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company or any of its subsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Company. (c) Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Purchaser shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable state securities law in connection with the issuance of Purchaser Common Stock in connection with the Merger, and Company shall furnish all information concerning Company and the holders of Company Common Stock and rights to acquire Company Common Stock pursuant to the Company Stock Option Plans as may be reasonably required in connection with any such action. Each of Purchaser and Company shall furnish all information concerning itself to the other as may be reasonably requested in connection with any such action and the preparation, filing and distribution of the Form S-4 and the preparation, filing and distribution of the Proxy Statement. Company, Purchaser and Merger Sub each agree to correct any information provided by it for use in the Form S-4 or the Proxy Statement that shall have become false or misleading. (b) Company, acting through its Board of Directors, shall, subject to and in accordance with its certificate of incorporation and by-laws, promptly and duly call, give notice of, convene and hold as soon as practicable following the date upon which the Form S-4 becomes effective a meeting of the holders of Company Common Stock (the "Company Stockholders Meeting in accordance with the DGCL Meeting") for the purpose of obtaining voting to approve and adopt this Agreement and the Company Stockholder Approval transactions contemplated hereby and subject to Section 4.3, the Board of Directors an amendment or repeal of the Company shall recommend ownership limitations included in its certificate of incorporation so as to permit the Company's stockholders consummation of the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby (the "Company RecommendationCertificate of Incorporation Amendment"). Without limiting the generality , and (i) except as otherwise provided herein, recommend approval and adoption of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(d) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted to transactions contemplated hereby and the Certificate of Incorporation Amendment by the stockholders of Company and include in the Proxy Statement such recommendation and (ii) use its reasonable efforts to solicit and obtain such approval. The Board of Directors of Company at shall not withhold, withdraw, amend or modify in a manner adverse to Purchaser its recommendation referred to in clause (i) of the preceding sentence (or announce publicly its intention to do so), except that such Board of Directors shall be permitted to withhold, withdraw, amend or modify its recommendation (or publicly announce its intention to do so) if such Board of Directors determines in good faith, after consultation with its outside legal counsel, that its failure to withhold, withdraw, amend or modify its recommendation is, or is reasonably likely to be, inconsistent with its fiduciary duties in accordance with Delaware law. The parties hereto understand and agree that, notwithstanding the foregoing, a communication by the Board of Directors of Company Stockholders Meeting for to Company's stockholders pursuant to Rule 14d-9(f) of the purpose Exchange Act, or any similar type of approving communication to Company's stockholders in connection with the Agreement and the Merger and nothing contained herein making or amendment of a tender offer or exchange offer, shall not be deemed to relieve the Company constitute a breach of such obligationCompany's obligations under this Section 5.1(b). (ec) The Company shall coordinate and cooperate with Parent with respect will cause its transfer agent to make stock transfer records relating to Company available to the timing extent reasonably necessary to effectuate the intent of the Company Stockholders Meetingthis Agreement.

Additional Agreements. SECTION 5.1 5.01. Preparation of the Form S-4, S-4 and the INS Proxy Statement; INS Stockholders Meeting. (a) As promptly soon as practicable following the date of this Agreement, Parent Lucent and the Company INS shall prepare and INS shall file with the SEC the INS Proxy Statement and Lucent and INS shall prepare and Lucent shall file with the SEC the Form S-4, in which the INS Proxy Statement will be included as a prospectus. Each of Parent INS and the Company Lucent shall use all reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company shall INS will use all reasonable best efforts to cause the INS Proxy Statement to be mailed to holders of Company Common Stock as promptly as practicable after the Form S-4 is declared effective. (b) If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company or any of its subsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the INS's stockholders of Company. (c) Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Lucent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Lucent Common Stock in the Merger and INS shall furnish all information concerning INS and the holders of capital stock of INS as may be reasonably requested in connection with any such action and the preparation, filing and distribution of the INS Proxy Statement. No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to, the Form S-4 will be made by Lucent, or the INS Proxy Statement will be made by INS, without providing the other party a reasonable opportunity to review and comment thereon. Lucent will advise INS, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Lucent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. INS will advise Lucent, promptly after it receives notice thereof, of any request by the SEC for the amendment of the INS Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to INS or Lucent, or any of their respective affiliates, officers or directors, should be discovered by INS or Lucent which should be set forth in an amendment or supplement to any of the Form S-4 or the INS Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of INS. (b) INS shall, as soon as practicable following the date of this Agreement, establish a record date (which will be as soon as practicable following the date of this Agreement) for, duly call, give notice of, convene and hold a meeting of its stockholders (the Company "INS Stockholders Meeting in accordance with the DGCL Meeting") solely for the purpose of obtaining the Company INS Stockholder Approval and subject to Section 4.3Approval. INS shall, the through its Board of Directors of the Company shall Directors, recommend to the Company's its stockholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby (the "Company Recommendation")hereby. Without limiting the generality of the foregoingforegoing but subject to its right to terminate this Agreement pursuant to Section 4.02(b), the Company INS agrees that its obligations pursuant to the first sentence of this Section 5.1(d5.01(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company INS of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligation. (e) The Company shall coordinate and cooperate with Parent with respect to the timing of the Company Stockholders Meeting.

Additional Agreements. SECTION 5.1 Preparation of S-4 and the Form S-4, Proxy Statement; Stockholders Meeting. (a) As . Pogo and Arch shall promptly as practicable following prepare and file with the date of this Agreement, Parent SEC the Proxy Statement and the Company Pogo shall prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of Parent Pogo and the Company Arch shall use all reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company Each of Arch and Pogo shall use all reasonable best efforts to cause the Proxy Statement to be mailed to stockholders of Arch at the earliest practicable date. Pogo shall use all reasonable efforts to obtain all necessary state securities laws or "blue sky" permits, approvals and registrations in connection with the issuance of Pogo Common Stock in the Merger and upon the exercise of Arch Stock Options (as defined in Section 5.8), and Arch shall furnish all information concerning Arch and the holders of Company Arch Common Stock and Convertible Preferred Stock as promptly as practicable after the Form S-4 is declared effective. (b) may be reasonably requested in connection with obtaining such permits, approvals and registrations. If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company Arch or any of its subsidiariesSubsidiaries, or with respect to other information supplied by Company Arch for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parentthe S-4, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either case, shall occur which event is required to be described in an amendment of, or a supplementsupplement to, to the Form S-4 Proxy Statement or the Proxy StatementS-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Company. (c) Each Arch. The Proxy Statement and the S-4, insofar as it relates to Arch or its Subsidiaries or other information supplied by Arch for inclusion therein, will comply as to form in all material respects with the provisions of the Company Exchange Act and Parent shall promptly notify the other of rules and regulations thereunder. If at any time prior to the receipt of Effective Time any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements event with respect to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company Pogo or any of its representativesSubsidiaries, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to other information supplied by Pogo or Sub for inclusion in the Form S-4 S-4, shall occur which is required to be described in an amendment of, or a supplement to, the S-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The S-4, insofar as it relates to Pogo, Sub or other Subsidiaries of Pogo or other information supplied by Pogo or Sub for inclusion therein, will comply as to form in all material respects with the provisions of the Exchange Act and the Proxy Statement as promptly as practicable. The Company rules and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such documentregulations thereunder. (d) The Company shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold the Company Stockholders Meeting in accordance with the DGCL for the purpose of obtaining the Company Stockholder Approval and subject to Section 4.3, the Board of Directors of the Company shall recommend to the Company's stockholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby (the "Company Recommendation"). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(d) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligation. (e) The Company shall coordinate and cooperate with Parent with respect to the timing of the Company Stockholders Meeting.

Additional Agreements. SECTION 5.1 Preparation of the Form 6.1 PREPARATION OF THE FORM S-4, Proxy Statement; Stockholders MeetingPROXY/INFORMATION STATEMENT . (aA) As promptly as practicable following the date of this Agreement, Parent and the Company shall prepare and file with the SEC (and the Company shall cooperate and participate in the preparation of) a Registration Statement on Form S-4 (the "Form S-4"), in which an information statement (the Proxy Statement will "Proxy/Information Statement") shall be included as a prospectusprospectus and in which a resale prospectus (the "Resale Prospectus") shall be included for the purpose of permitting the Parent Common Stock issued to those affiliates of the Company identified in Section 6.10 of the Company Disclosure Schedule to be resold by such affiliates as provided in the last sentence of this Section 6.1(a), subject to the Initial Lock-Up Period and the Lock-Up Period.). Each of Parent and the Company shall use all their reasonable best efforts to have the Form S-4 and the Resale Prospectus declared effective under the Securities Act and the Proxy/Information Statement "cleared" by the SEC's staff for mailing in connection with the Company Shareholder Meeting as promptly as practicable after such filing. The Company shall use reasonable best efforts to cause the Proxy Statement to be mailed to holders of Company Common Stock as As promptly as practicable after the Form S-4 is declared effective, the Company shall cause the Proxy/Information Statement to be mailed to its shareholders. In the event that the Resale Prospectus has not remained in effect, Parent shall file, with the SEC, no later than one (1) year after the Effective Date, a registration statement under the Securities Act and a resale prospectus covering all shares subject to the Resale Prospectus and those shares held by affiliates of the Parent. (bB) If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company or any of its subsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Company. (c) Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each one another (i) in connection with the preparation of the Proxy/Information Statement and the Form S-4, (ii) in determining whether any other action by or in respect of, or filing with, any governmental body, agency or official, or authority or any actions, consents, approvals or waivers are required to be obtained from parties to any leases and provide to each other all material contracts in connection with the consummation of the Merger, and (iii) in seeking any such actions, consents, approvals or waivers or making any such filings, furnishing information necessary required in order to prepare connection therewith or with the Proxy/Information Statement or the Form S-4 and the Proxy Statement, and shall provide promptly seeking timely to the other party any information such party may obtain that could necessitate amending any such documentactions, consents, approvals or waivers. (dC) Parent shall use its commercially reasonable efforts to obtain consent from its shareholders for all other actions contemplated herein which require the consent of the shareholders of Parent, including without limitation the actions set forth in Section 6.9. (D) The Company shallshall furnish to Parent and to Parent's independent certified public accountants such workpapers and supporting documentation, as promptly well as practicable after the Form S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold the Company Stockholders Meeting in accordance with the DGCL for the purpose of obtaining the Company Stockholder Approval and subject to Section 4.3, the Board of Directors of the Company shall recommend to such consents by the Company's stockholders independent public certified accountants, as Parent or Parent's independent certified public accountants may reasonably require in order to include the approval Company's financial statements and adoption the related reports of Company's independent certified public accountants in Parent's filing with the SEC on Form S-4 or any other filing required to be made by Parent with the SEC. (E) On or prior to the filing of Parent's registration statement on Form S-4 contemplated by this Agreement, the Merger Company shall have furnished or arranged to be furnished to Parent and the other transactions contemplated hereby to Parent's independent certified public accountants such Company financial statements, audited and unaudited (the "Company Recommendation"). Without limiting the generality of the foregoingincluding, without limitation, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(d) shall not Financial Statements and financial statements for such additional periods as may be affected required under applicable laws and regulations), workpapers and supporting documentation, as well as such consents by the commencementCompany's independent public certified accountants, as are Parent or Parent's independent certified public proposal, public disclosure accountants shall have reasonably requested or communication may reasonably require in order to include the Company financial statements and the related reports of any Company Takeover Proposal. Notwithstanding any Change Company's independent certified public accountants, in satisfaction of all applicable SEC rules and regulations, in Parent's registration statement on Form S-4 to be filed with the Company Recommendation, unless otherwise directed in writing SEC as contemplated by Parent, this Agreement and rely upon the Merger shall be submitted to same. The Company's financial statements included in the stockholders Form S-4 shall, at the time of filing of the Company at Form S-4, satisfy the Company Stockholders Meeting for the purpose of approving the Agreement relevant SEC financial reporting and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligationfiling requirements. (eF) The On or prior to the Effective Time, the Company shall coordinate have furnished or arranged to be furnished to Parent and cooperate with to Parent's independent certified public accountants such workpapers and supporting documentation, as well as such consents by the Company's independent public certified accountants, as are Parent with respect or Parent's independent certified public accountants shall have reasonably requested or may reasonably require in order to include the Company financial statements and the related reports of Company's independent certified public accountants, in satisfaction of all applicable SEC rules and regulations, in Parent's registration statement on Form S-4 as the same shall have been amended, if at all, by Parent and as the Parent same shall have requested acceleration of effectiveness by the SEC as contemplated by this Agreement, and rely upon the same. The Company's financial statements included in the Form S-4 shall, at the time of effectiveness of the Form S-4, satisfy the relevant SEC financial reporting and filing requirements. (G) On or prior to the timing of Effective Time, and in any event, as required prior to such date in connection with any filings or disclosures Parent may deem necessary to make under applicable securities laws, the Company Stockholders Meetingwill furnish to Parent and to Parent's independent certified public accountants such financial statements, and such workpapers and supporting documentation, as well as such consents by the Company's independent public certified accountants, as Parent or Parent's independent certified public accountants have reasonably requested or may reasonably require in order to include the Company Financial Statements and the related reports of Company's independent certified public accountants in Parent's filing with the SEC on Form 8-K covering this Agreement or in other disclosures or filings that Parent may deem it necessary to make under applicable securities laws, and rely upon the same.

Additional Agreements. SECTION 5.1 Preparation of the Form S-4, Proxy StatementPREPARATION OF THE PROXY STATEMENT; Stockholders Meeting.STOCKHOLDERS MEETING (a) As promptly as practicable following the date of this Agreement, Parent and the Company shall prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use all reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filingStatement. The Company shall use reasonable best efforts to cause the Proxy Statement to be mailed to holders of Company Common Stock as promptly as practicable after the Form S-4 is declared effective. (b) If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company or any of its subsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Company. (c) Each of the Company and Parent shall promptly notify the other of the receipt Parent of any comments from the SEC or its staff or any other appropriate government official and of any requests by request from the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information Proxy Statement and shall supply the other with promptly provide copies of all correspondence between the Company or any of it and its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or and its staff or any other appropriate government officialstaff, on the other hand, with respect thereto. The Each of the Company and the Parent shall use their respective all commercially reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto and to the Form S-4 and cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicablepracticable after all such SEC comments have been resolved. The Company and Parent shall cooperate with each other and provide Notwithstanding the foregoing, prior to each other all information necessary in order to prepare the Form S-4 and filing or mailing the Proxy StatementStatement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, and the Company (i) shall provide promptly the Parent with a reasonable opportunity to review and comment on such document or response, (ii) shall include in such document or response all comments reasonably proposed by the Parent and (iii) shall not file or mail such document or respond to the other party any information such party may obtain that could necessitate amending any such documentSEC prior to receiving the Parent's approval, which approval shall not be unreasonably withheld, delayed or conditioned. (db) The Company shall, as promptly as practicable after following the Form S-4 is declared effective under the Securities Actdate of this Agreement, establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (the Company Stockholders Meeting in accordance with the DGCL "STOCKHOLDERS MEETING") for the purpose of obtaining the Company Stockholder Approval and subject to Section 4.3Approval, regardless of whether the Board of Directors of the Company determines at any time that this Agreement or the Merger is no longer advisable or recommends that the stockholders of the Company reject this Agreement or the Merger, in all cases subject to its rights under Section 4.2(b). The Company shall recommend cause the Stockholders Meeting to be held as promptly as practicable following the Company's stockholders the approval and adoption date of this Agreement. The Company shall, through its Board of Directors, recommend to its stockholders that they adopt this Agreement, and shall include such recommendation in the Merger and the other transactions contemplated hereby (the "Company Recommendation"Proxy Statement, in each case subject to its rights under Section 4.2(b). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(d5.1(b) to take actions to and hold the Stockholders Meeting for the purpose of obtaining Stockholder Approval shall not be affected by the commencement, public proposal, public disclosure or communication to the Company or any other person of any Company Takeover Proposal. Notwithstanding any Change . (c) The Company agrees that none of the information included or incorporated by reference in the Proxy Statement will (except to the extent revised or superseded by amendments or supplements contemplated hereby), at the date the Proxy Statement is filed with the SEC or mailed to the Company's stockholders or at the time of the Stockholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. (d) The Company Recommendationshall retain an agent, unless otherwise directed in writing by on terms or conditions acceptable to the Parent, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligation. (e) The Company shall coordinate and cooperate with Parent with respect to the timing soliciting proxies on behalf of the Company for the Stockholders Meeting.

Additional Agreements. SECTION 5.1 5.1. Preparation of the Form S-4, Schedule 13E-3 and Proxy Statement; the Company Stockholders Meeting. (a) As Acquiror will, as promptly as practicable following practicable, prepare and file with the date SEC, and will cause its Affiliates to cooperate, to the extent necessary, in such preparation and filing, a Rule 13e-3 Transaction Statement on Schedule 13E-3 (the "Schedule 13E-3"). Acquiror will use all reasonable efforts, and will cause its Affiliates to cooperate, to the extent necessary, to cause the Schedule 13E-3 to be mailed to stockholders of this Agreement, Parent and the Company shall at the earliest practicable date. (b) The Company will, as promptly as practicable, prepare and file with the SEC a proxy statement in connection with the Form S-4vote of the Company's stockholders with respect to the Merger and this Agreement (such proxy statement, together with any amendments thereof or supplements thereto, in which each case in the form or forms mailed to the Company's stockholders, are herein called the "Proxy Statement Statement"). The Company will be included as a prospectus. Each of Parent and the Company shall use all reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company shall use reasonable best efforts to cause the Proxy Statement to be mailed to holders stockholders of Company Common Stock as promptly as practicable after the Form S-4 is declared effective. (b) If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company or any of its subsidiaries, or with respect to other information supplied by Company for inclusion in at the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Companyearliest practicable date. (c) Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement (i) as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shall, as promptly soon as practicable after following the Form S-4 is declared effective under the Securities Actdate of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the "Company Stockholders Meeting in accordance with the DGCL Meeting") for the purpose of obtaining the Required Company Stockholder Approval Votes, and subject (ii) through its Board of Directors and the Special Committee, recommend to Section 4.3its stockholders that they approve the transactions contemplated by this Agreement and shall not withdraw, modify or change such recommendation, or recommend any other offer or proposal, at any time prior to the conclusion of the Company Stockholders Meeting. Notwithstanding clause (ii) of the immediately preceding sentence of this subsection 5.1(c), the Special Committee or the Board of Directors of the Company shall (with the concurrence of the Special Committee) may at any time prior to the Effective Time withdraw, modify or change any recommendation regarding this Agreement or the Merger, or recommend any other offer or proposal, if the Special Committee or the Board of Directors of the Company (with the concurrence of the Special Committee) after consultation with its counsel, determines that taking any such action is required in accordance with its legal duties to the Company's stockholders under applicable law; provided, such withdrawal, modification, change or recommendation shall not affect or excuse the approval and adoption of this Agreementperformance, the Merger and the other transactions contemplated hereby (the "Company Recommendation"). Without limiting the generality or cure any breach, of, any obligation of the foregoing, Company hereunder (other than that set forth in clause (ii) of the Company agrees that its obligations pursuant to the first immediately preceding sentence of this Section 5.1(dsubsection 5.1(c)), including, but not limited to, the requirements in clause (i) shall not be affected by of the commencement, public proposal, public disclosure or communication to the Company immediately preceding sentence of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement subsection 5.1(c) and the Merger shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligationrequirements in Section 5.5. (e) The Company shall coordinate and cooperate with Parent with respect to the timing of the Company Stockholders Meeting.

Additional Agreements. SECTION 5.1 Section 6.01 Preparation of the Form S-4, S-4 and Joint Proxy Statement; Stockholders Meeting. (a) As promptly soon as practicable following the date of this Agreement, Parent and the Company shall prepare prepare, together with USV,, and Parent shall file with the SEC SEC, a joint proxy statement/information statement (the "Joint Proxy Statement") in preliminary form and the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of , and Parent and the Company shall use all their reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Parent and the Company shall use their reasonable efforts to have the Form S-4 declared effective under by the Securities Act SEC as promptly as practicable after such filingfiling and to ensure that it complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act. The Parent and the Company shall use reasonable best efforts also take any other action required to cause be taken under any applicable federal and state securities laws in connection with the issuance of Parent Common Stock in the Merger and each of the Parent and the Company shall furnish all information concerning itself and its stockholders as may be reasonably requested by the other in connection with the Joint Proxy Statement to or any such action. Parent and the Company shall each be mailed to holders of Company Common Stock as promptly as practicable after solely responsible for any statement, information or omission in the Form S-4 is declared effectiveor the Joint Proxy Statement relating to it based upon information provided by it for inclusion therein. Palisade agrees to cause USV to furnish all information concerning USV as may be reasonably requested by Parent or Company in connection with the Joint Proxy Statement or pursuant to this Article VI. (b) If If, at any time prior to the Effective Time there shall occur (i) receipt of the Company Stockholder Approval or the Parent Stockholder Approval, any event occurs with respect to the Company or any of its subsidiariesCompany Subsidiary, or any change occurs with respect to other information supplied by the Company for inclusion in the Form S-4 Form (c) If, at any time prior to the receipt of the Company Stockholder Approval or the Proxy Statement or (ii) Parent Stockholder Approval, any event occurs with respect to the Parent, any Parent Subsidiary, or any change occurs with respect to other information supplied by the Parent for inclusion in the Form S-4 or the Joint Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplementsupplement to, the Form S-4 or the Joint Proxy Statement, the Parent shall promptly notify the Company of such event, and the Parent and Company shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Form S-4 or the Joint Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC Statement and, as required by lawLaw, disseminated in disseminating the information contained in such amendment or supplement to Parent's or the stockholders of Company. (c) Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document's stockholders. (d) If, at any time prior to the receipt of the Company Stockholder approval or the Parent Stockholder Approval, to Palisade's knowledge, any event occurs with respect to USV, or any change occurs with respect to other information supplied by USV for inclusion in the Form S-4 or the Joint Proxy Statement, which is required to be described in an amendment of, or a supplement to, the Form S-4 or the Joint Proxy Statement, Palisade shall cause USV to (x) promptly notify the Company of such event and (y) to cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Form S-4 or the Joint Proxy Statement and, as required by Law, in disseminating the information contained in such amendment or supplement to Parent's or the Company's stockholders. (e) Palisade agrees that, concurrently with the execution and delivery of this Agreement, it shall, deliver to the Company a duly executed written consent (the "Company Written Consent") with respect to all shares of the Company owned by it in favor of the Merger and approval of this Agreement. The Company shall, shall use its reasonable efforts to cause the Joint Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after the Form S-4 is declared effective under date of this Agreement. (f) Parent shall, as soon as practicable following the Securities Actdate of this Agreement, duly call, give notice of, convene and hold an annual meeting of its stockholders (the Company "Parent Stockholders Meeting in accordance with the DGCL Meeting") for the purpose of, among other things, seeking the Parent Stockholder Approval. Parent shall use its reasonable efforts to cause the Joint Proxy Statement to be mailed to Parent's stockholders as promptly as practicable after the date of obtaining this Agreement. Parent shall, through the Company Stockholder Approval and subject to Section 4.3Parent Board, the Board of Directors of the Company shall recommend to its stockholders that they give the Company's stockholders the approval Parent Stockholder Approval. (g) Palisade agrees that, by its execution and adoption delivery of this Agreement, it agrees to (i) vote all shares of the Parent owned by it in favor of the Merger and when called upon by the other transactions contemplated hereby Parent to do so; (the "Company Recommendation"). Without limiting the generality ii) vote all shares of USV owned by it in favor of the foregoing, the Company agrees that its obligations pursuant USV Transaction when called upon by USV to the first sentence do so; and (iii) vote all shares of this Section 5.1(d) shall not be affected Parent owned by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change it in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted to the stockholders favor of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed USV Transaction when called upon by Parent to relieve the Company of such obligationdo so. (e) The Company shall coordinate and cooperate with Parent with respect to the timing of the Company Stockholders Meeting.

Additional Agreements. SECTION 5.1 Preparation of the Form S-4, Proxy Statement; Stockholders Meeting. (a) As promptly as practicable following the date of this Agreement, Parent and the Blue Sky. Company shall prepare and file cooperate with the SEC the Form S-4Parent with respect to any qualification for exemption from registration under federal securities laws, in which the Proxy Statement will be included as a prospectus. Each of or for qualification or exemption under state securities or "blue sky" laws, pursued by Parent and the Company shall use all reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company shall use reasonable best efforts to cause the Proxy Statement to be mailed to holders of Company Common Stock as promptly as practicable after the Form S-4 is declared effective. (b) If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company or any shares of its subsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required Common Stock to be described in an amendment of, or a supplement, issued pursuant to the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Company. (c) Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold the Company Stockholders Meeting in accordance with the DGCL for the purpose of obtaining the Company Stockholder Approval and subject to Section 4.3, the Board of Directors of the Company shall recommend to the Company's stockholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby (the "Company Recommendation"). Without limiting the generality of the foregoing, the Company shall promptly: (i) provide to Parent all pertinent information concerning the Company, its capital stock and the Company Shareholders; and (ii) promptly review and comment on any documents or drafts supplied by Parent. (b) Access to Information; Disclosure Schedule Updates. (i) Upon reasonable notice, Company shall afford Parent and its accountants, counsel and other representatives, reasonable access during normal business hours during the period prior to the Effective Time or the earlier termination of this Agreement in accordance with its terms, provided that such access does not cause disruption to the day-to-day operation of Company, to (i) all of Company's properties, books, contracts, commitments and records, and (ii) all other information concerning the business, properties and personnel of Company as Parent may reasonably request. Company agrees that to provide to Parent and its obligations accountants, counsel and other representatives copies of internal financial statements promptly upon request. (ii) Subject to compliance with applicable law, from the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, Company and Parent shall confer on operational matters of materiality and the general status of ongoing operations of Company. (iii) No information or knowledge obtained in any investigation after the Execution Date pursuant to this Section 6.2 shall affect or be deemed to modify any representation or warranty contained herein or the first sentence conditions to the obligations of the parties to consummate the Merger; provided, however that Company shall promptly inform Parent of any such information or knowledge obtained in its investigation which would reasonably be likely to have a Company Material Adverse Effect. Additionally, during the period from the date hereof and prior to the Effective Time or the earlier termination of this Section 5.1(dAgreement in accordance with its terms, Company shall promptly notify Parent in writing of: (A) shall not be affected the discovery of any event, condition, fact or circumstance which causes, caused, constitutes or constituted a breach of any representation or warranty made by the commencement, public proposal, public disclosure Company in this Agreement or communication any other agreement contemplated hereby to the Company extent that such event, condition, fact or circumstance would cause the condition in Section 7.3(a) of this Agreement not to be satisfied; (B) any material breach of any covenant or obligation by Company; and (C) any event, condition, fact or circumstance that may make the timely satisfaction of any of the covenants or conditions set forth in this Article VI or Article VII impossible or unlikely. (iv) If any event, condition, fact or circumstances that is required to be disclosed pursuant to Section 6.2(c) requires any material change in Company's Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming Company's Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstances, then Company Takeover Proposalshall promptly deliver to Parent an update to its Disclosure Schedule specifying such change (a "Disclosure Schedule Update"). Notwithstanding any Change in anything therein to the Company Recommendationcontrary, unless otherwise directed in writing by Parent, this Agreement and the Merger no such update shall be submitted deemed to the stockholders of the Company at the Company Stockholders Meeting supplement or amend Company's Disclosure Schedule for the purpose of approving (A) determining the Agreement accuracy of any of the representations and warranties made by such party in this Agreement, or (B) determining whether any of the Merger and nothing contained herein shall be deemed to relieve the Company of such obligationconditions set forth in Article VII has been satisfied. (ev) The Company shall coordinate provide Parent and cooperate with its accountants, counsel and other representatives reasonable access, during normal business hours during the period prior to the Effective Time, to all of Company's Tax Returns and other records and workpapers relating to Taxes, provided that such access does not cause disruption to the day-to-day operation of Company, and shall provide to Parent and its representatives the following information promptly upon the request of Parent: (i) the types of Tax Returns being filed by Company in each taxing jurisdiction, (ii) the year of the commencement of the filing of each such type of Tax Return, (iii) all closed years with respect to the timing each such type of the Tax Return filed in each jurisdiction, (iv) all material Tax elections filed in each jurisdiction by Company, (v) any deferred intercompany gain with respect to transactions to which Company Stockholders Meetinghas been a party, and (vi) receipts for any Taxes paid to foreign Tax authorities.

Additional Agreements. SECTION 5.1 Preparation of the Form S-4, Section 7.01 Proxy Statement; Stockholders Meeting. (a) As , Information Statement, Other Filings and Form S-4As promptly as reasonably practicable following the date of this Agreement, the Company Parties shall prepare and, once reasonably acceptable to Parent and the Company shall prepare and Parties, file with the SEC the Form S-4preliminary Proxy Statement and each of the Company Parties and Buyer Parties shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in which connection with the transactions contemplated hereby. Each of the Company Parties and Buyer Parties shall furnish all information concerning itself and its affiliates that is required to be included in the Proxy Statement will be and the Information Statement or, to the extent applicable, the Other Filings, or that is customarily included as a prospectusin proxy statements and information statements prepared in connection with transactions of the type contemplated by this Agreement. Each of Parent the Company Parties and Buyer Parties shall use its commercially reasonable efforts, after consultation with the other, to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement or the Other Filings, and the Company shall use all its commercially reasonable efforts to have cause (i) the Form S-4 declared effective under definitive Proxy Statement to be filed with, and cleared by, the Securities Act as promptly as practicable after such filing. The Company shall use reasonable best efforts SEC, (ii) the Information Statement to cause be filed with the SEC and (iii) the definitive Proxy Statement and the Information Statement to be mailed to holders of the Company Common Stock Shareholders and the Operating Trust Unitholders, respectively, as promptly as reasonably practicable after following clearance from the Form S-4 is declared effective. (b) If at any time prior to SEC of the Effective Time there shall occur (i) any event with respect to the Company or any of its subsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the definitive Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Company. (c) Each of the . The Company and Parent shall promptly notify the other of Parent upon the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by request from the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with Proxy Statement or the SEC in connection with the Merger and other transactions contemplated hereby or for additional information Other Filings and shall supply the other promptly provide Parent with copies of all correspondence between the Company or any of and its representatives, or Parent or any of its representatives, as the case may beRepresentatives, on the one hand, and the SEC or and its staff or any other appropriate government officialstaff, on the other hand, with respect theretorelating to the Proxy Statement or the Other Filings. The If at any time prior to the Company and Parent shall use Shareholders’ Meeting, any information relating to the Company Parties or the Buyer Parties or any of their respective reasonable best efforts affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to respond the Proxy Statement, the Information Statement or the Other Filings, so that the Proxy Statement, the Information Statement or the Other Filings shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement, the Information Statement or filing the Other Filings (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent a reasonable opportunity to review and comment on such document or response and will include in such documents or responses all comments reasonably proposed by Parent, and to the Form S-4 extent practicable, the Company will provide Parent with the opportunity to participate in any substantive calls between the Company, or any of its Representatives, and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and SEC concerning the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shall, as . As promptly as reasonably practicable after following the Form S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold the Company Stockholders Meeting in accordance with the DGCL for the purpose of obtaining the Company Stockholder Approval and subject to Section 4.3, the Board of Directors of the Company shall recommend to the Company's stockholders the approval and adoption date of this Agreement, the Company Parties shall prepare and, once reasonably acceptable to Parent and the Company Parties, file with the SEC the Form S-4 in connection with the registration under the Securities Act of the Series O Preferred Units to be issued in connection with the Operating Trust Merger in accordance with Section 3.02(a), which Form S-4 shall include one or more prospectuses (such offers and proxy statements, together with any amendments or supplements thereto, the “S-4 Related Documents”). The Form S-4 shall also contain the information required for the Information Statement. The S-4 Related Documents shall set forth the procedures, reasonably acceptable to the Company and the Operating Trust, for holders of the Operating Trust Class A-1 Common Units to make an Election, including the deadline for making an Election and the procedures (if any) for revoking an Election. The Company Parties and the Buyer Parties shall cause the Form S-4 and S-4 Related Documents to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the S-4 or S-4 Related Documents and shall promptly provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC and its staff, on the other hand, relating to the S-4 or S-4 Related Documents. If at any time prior to the completion of the Election, any information relating to the Company Parties or the Buyer Parties or any of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the S-4 or S-4 Related Documents, so that the S-4 or S-4 Related Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the Operating Trust Unitholders. Notwithstanding anything to the contrary stated above, prior to filing the S-4 or S-4 Related Documents (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent a reasonable opportunity to review and comment on such document or response and will include in such documents or responses all comments reasonably proposed by Parent, and to the extent practicable, the Company will provide Parent with the opportunity to participate in any substantive calls between the Company, or any of its Representatives, and the SEC concerning the S-4. Each of the Company Parties shall use its commercially reasonable efforts, and the Buyer Parties shall cooperate with the Buyer Parties, to have the Form S-4 declared effective by the SEC as promptly as practicable (including clearing the S-4 Related Documents with the SEC) and kept effective as long as is necessary to complete the Operating Trust Merger and the other transactions contemplated hereby Election. The Company Parties shall promptly notify Parent, if applicable, of (i) the "Company Recommendation"). Without limiting time when the generality of Form S-4 has become effective, (ii) the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(d) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company filing of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligation. (e) The Company shall coordinate and cooperate with Parent with respect to the timing of the Company Stockholders Meeting.supplement or amendment thereto,

Additional Agreements. SECTION 5.1 Section 7.1 Preparation of the Form S-4, Proxy Statement; Stockholders Meeting. (a) As promptly as practicable following the date of this Agreement, Parent and the Company shall prepare and as promptly as practicable following the performance of the covenant contained in Section 7.9(c) hereof Parent shall file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use all reasonable efforts to have the Form S-4 S-4, declared effective under the Securities Act as promptly as practicable after such filing. The Company shall use reasonable best efforts to cause the Proxy Statement to be mailed to holders of Company Common Stock as promptly as practicable after the Form S-4 is declared effective. (b) Each of the Company, Majority Shareholder and Parent covenants that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Form S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act. Notwithstanding the foregoing, no representation or covenant is made by Parent with respect to statements made or incorporated by reference based on information supplied in writing by the Company or Majority Shareholder for inclusion or incorporation by reference in the Form S-4. If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company or any of its subsidiariesSubsidiaries, or with respect to other information supplied by Company or Majority Shareholder for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplement, supplement to the Form S-4 or the Proxy StatementS-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by lawapplicable federal securities laws, disseminated to the stockholders shareholders of Company. (c) Each of the Company and Parent shall promptly notify the other Company of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby Transaction or for additional information and shall supply the other Company with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicablepracticable (and to the extent that Parent's ability to so respond depends upon the response of the Company or Majority Shareholder, in turn, the Company and Majority Shareholder each agrees to use its reasonable efforts to permit Parent to so respond). The Company and Majority Shareholder shall provide Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold the Company Stockholders Meeting in accordance with the DGCL for the purpose of obtaining the Company Stockholder Approval and subject to Section 4.3, the Board of Directors of the Company shall recommend to the Company's stockholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby (the "Company Recommendation"). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(d) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligationS-4. (e) The Company shall coordinate and cooperate with Parent with respect to the timing of the Company Stockholders Meeting.

Additional Agreements. SECTION 5.1 Preparation of the Form S-4, Proxy StatementSection 5.1. PREPARATION OF THE FORM S-4 AND THE PROXY STATEMENT; Stockholders Meeting.STOCKHOLDERS MEETINGS (a) As promptly soon as practicable following the date of this Agreement, Parent and the Company and Parent shall prepare and file with the SEC the Proxy Statement and Parent shall prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each Subject to Section 4.2, each of Parent and the Company and Parent shall use all its reasonable best efforts to (i) have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company shall use reasonable best efforts to filing and (ii) cause the Proxy Statement to be mailed to holders of Company Common Stock as promptly as practicable after the Form S-4 is declared effective. (b) If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company or any of its subsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the Company's stockholders of Company. (c) Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Parent Common Stock in the Merger and upon the exercise of Adjusted Options, and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. The Form S-4 and the Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act. The Company and Parent shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Proxy Statement received from the SEC. Parent shall provide the Company with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 prior to filing such with the SEC, and shall provide the Company with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement or the Form S-4 shall be made without the approval of both parties, which approval shall not be unreasonably withheld or delayed; PROVIDED, that with respect to documents filed by a party which are incorporated by reference in the Form S-4 or Proxy Statement, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations or the transactions contemplated by this Agreement. No filing of, or amendment or supplement to, the Form S-4 shall be made by Parent, or to the Proxy Statement shall be made by the Company, without providing the other party the opportunity to review and comment thereon. Parent shall advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. Each party shall advise the other party, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent which should be set 37 forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Company and Parent. (b) The Company shall, as soon as reasonably practicable, consistent with the process of clearing the Proxy Statement with the SEC and having the SEC declare the Form S-4 effective, all as provided in Section 5.1(a), establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (the Company Stockholders Meeting in accordance with the DGCL "COMPANY STOCKHOLDERS MEETING") for the purpose of obtaining the Company Stockholder Approval and subject shall take all lawful action to Section 4.3, the Board of Directors of the Company shall recommend to the Company's stockholders the approval and solicit adoption of this AgreementAgreement by the required Company Stockholder Approval. Unless the Company has terminated this Agreement pursuant to Section 7.1(f) hereof, the Merger and the other transactions contemplated hereby Company shall, through its Board of Directors, recommend to its stockholders adoption of this Agreement (the "Company RecommendationCOMPANY RECOMMENDATION"), and except as expressly permitted by this Agreement, shall not withdraw, amend or modify in a manner adverse to Parent its recommendation. The Company shall ensure that the Company Stockholders Meeting is called, noticed, convened, held and conducted, and that all proxies solicited in connection with the Company Stockholders Meeting are solicited, in compliance with all applicable Legal Provisions. Without limiting the generality of the foregoing, (i) the Company agrees that its obligation to duly call, give notice of, convene and hold a meeting of the holders of Company Common Stock, as required by this Section 5.1(b), shall not be affected by the withdrawal, amendment or modification of the Company Recommendation and (ii) the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(d5.1(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligation. (e) The Company shall coordinate and cooperate with Parent with respect to the timing of the Company Stockholders Meeting.

Additional Agreements. SECTION Section 5.1 Preparation of the Form S-4, S-4 Proxy Statement; Stockholders Meeting. (a) Form S-4 Proxy Statement. As promptly soon as practicable following the date of this Agreement, Parent and the Company and Parent shall prepare and file with the SEC the Proxy Statement and Parent shall prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of Parent and the Company and Parent shall use all reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company shall use all reasonable best efforts to cause the Proxy Statement to be mailed to holders of Company Common Stock as promptly as practicable after the Form S-4 is declared effective. (b) If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company or any of its subsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the Company's stockholders of Company. (c) Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly call, give notice of, convene . Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Parent Common Stock in the -34- Merger and hold the Company Stockholders Meeting in accordance with the DGCL for the purpose of obtaining shall furnish all information concerning the Company Stockholder Approval and subject to Section 4.3, the Board of Directors holders of the Company shall recommend Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 will be made by Parent, and no filing of, or amendment or supplement to the Proxy Statement will be made by the Company's stockholders , in each case, without providing the approval other party and adoption its respective counsel the reasonable opportunity to review and comment thereon. Parent will advise the Company, promptly after it receives notice thereof, of this Agreementthe time when the Form S-4 has become effective or any supplement or amendment has been filed, the Merger and issuance of any stop order, the other transactions contemplated hereby (the "Company Recommendation"). Without limiting the generality suspension of the foregoingqualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the Company agrees that its obligations pursuant SEC for amendment of the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the first sentence of this Section 5.1(d) shall not be affected by the commencement, public proposal, public disclosure or communication Effective Time any information relating to the Company or Parent, or any of any Company Takeover Proposal. Notwithstanding any Change in their respective affiliates, officers or directors, should be discovered by the Company Recommendationor Parent which should be set forth in an amendment or supplement to the Form S-4 or the Proxy Statement, unless otherwise directed so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in writing light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information must be promptly filed with the SEC and, to the extent required by ParentLaw, this Agreement and the Merger shall be submitted disseminated to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligationCompany. (e) The Company shall coordinate and cooperate with Parent with respect to the timing of the Company Stockholders Meeting.

Additional Agreements. SECTION 5.1 Preparation of S-4 and the Form S-4, Joint Proxy Statement; Stockholders Meeting. (a) As promptly as practicable following the date of this Agreement, . Parent and the Company shall will, as promptly as practicable, (i) jointly prepare and will file with the SEC the Form S-4Joint Proxy Statement in connection with the votes of the stockholders of the Company and shareholders of Parent in respect of the Merger and other matters related thereto, and (ii) Parent will file with the SEC the S-4 in connection with the registration under the Securities Act of the shares of Parent Common Stock issuable upon conversion of the Shares and the other transactions contemplated hereby, in which the Joint Proxy Statement will be included as a prospectus. Each of Parent and the Company shall will, and will cause their accountants and lawyers to, use all their reasonable best efforts to have or cause the Form S-4 to be declared effective under the Securities Act as promptly as practicable after filing with the SEC, including causing their accountants to deliver necessary or required instruments such filing. The Company shall use reasonable best efforts to cause the Proxy Statement as opinions, consents and certificates, and will take any other action required or necessary to be mailed to holders of Company Common Stock as promptly as practicable after the Form S-4 is declared effective. (b) If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company taken under federal or any of its subsidiaries, state securities Laws or with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Company. (c) Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC otherwise in connection with the Merger and registration process (other transactions contemplated hereby than qualifying to do business in any jurisdiction which it is not now so qualified or for additional information and shall supply the other with copies filing a general consent to service of all correspondence between the Company or process in any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect theretojurisdiction). The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shall, as promptly as practicable after the Form receipt thereof, provide to the other party copies of any written comments and advise the other party of any oral comments in respect of the Joint Proxy Statement or the S-4 is declared effective under received from the Securities Act, duly call, give notice of, convene and hold staff of the Company Stockholders Meeting in accordance with the DGCL for the purpose of obtaining the Company Stockholder Approval and subject to Section 4.3, the Board of Directors SEC. Each of the Company shall recommend and Parent will provide the other with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement prior to filing with the SEC and will provide each other with a copy of all such filings with the SEC. Parent will provide the Company with a reasonable opportunity to review and comment on any amendment or supplement on the S-4 prior to filing with SEC and will provide the Company with a copy of all such filings with the SEC. Parent will advise the Company's stockholders , promptly after it receives notice thereof, of the approval and adoption of this Agreementtime when the Form S-4 has become effective or any supplement or amendment has been filed, the Merger and issuance of any stop order, the other transactions contemplated hereby (the "Company Recommendation"). Without limiting the generality suspension of the foregoingqualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(d) shall not be affected or any request by the commencement, public proposal, public disclosure SEC for amendment of the Form S-4 or communication to comments thereon and responses thereto or requests by the Company of any Company Takeover ProposalSEC for additional information. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted to the stockholders Each of the Company and Parent will use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to its stockholders at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligationearliest practicable date. (e) The Company shall coordinate and cooperate with Parent with respect to the timing of the Company Stockholders Meeting.

Additional Agreements. SECTION 5.1 Preparation of the Form PREPARATION OF THE FORM S-4, Proxy StatementPROXY STATEMENT; Stockholders MeetingSTOCKHOLDERS MEETING. (a) As promptly as practicable following the date of this Agreement, Parent Newco and the Company shall prepare prepare, and Newco shall file with the SEC SEC, the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of Parent Newco and the Company shall use all reasonable efforts to have the Form S-4 declared effective under the Securities Act Act, and for the Proxy Statement to be cleared under the Exchange Act, as promptly as practicable after such filing. The Without limiting any other provision hereinabove contained, the Form S-4 and the Proxy Statement will contain, without limitation, such information and disclosure reasonably requested by either Newco or Company so that (i) the Form S-4 conforms in both form and substance to the requirements of the Securities Act, and (ii) the Proxy Statement conforms in both form and substance to the requirements of the Exchange Act. Company shall use reasonable best efforts to cause the Proxy Statement to be mailed to holders of Company Common Stock as promptly as practicable after the Form S-4 is declared effective. (b) If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company or any of its subsidiariesSubsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to ParentNewco, or with respect to information supplied by Parent Newco for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplementsupplement to, to the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Company. (c) Each of the Company and Parent Newco shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and the other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent Newco or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent Newco shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent Newco shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold the Company Stockholders Meeting in accordance with the DGCL for the purpose of obtaining the Company Stockholder Approval and subject to Section 4.3, the Board of Directors of the Company shall recommend to the Company's stockholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby (the "Company RecommendationCOMPANY RECOMMENDATION"); provided, however, that Company's Board of Directors shall not be required to make such Company Recommendation to the extent that it is permitted to effect a Change in Company Recommendation pursuant to Section 4.3. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(d) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by ParentNewco, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligation, provided, however, that if the Board of Directors of Company shall have effected a Change in Company Recommendation in accordance with this Agreement, then in submitting this Agreement to Company's stockholders, the Board of Directors of Company may submit this Agreement to Company's stockholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded or amended), in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company's stockholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law. If required by applicable law or stock exchange requirements, or if Parent elects in its discretion to submit this Agreement to its stockholders or Newco stockholders for approval, Parent and/or Newco, as applicable, shall submit this Agreement to their respective shareholders for approval at a special meeting to be held as promptly as practicable following effectiveness of the Form S-4 and on the timing described in Section 5.1(e), and by approving execution of this Agreement the Board of Directors of Parent agrees that it shall, at the time any proxy statement soliciting approval of this Agreement and the transactions contemplated hereby is mailed to the stockholders of Parent, recommend that Parent's stockholders vote for such approval, and it shall cause the Board of Directors of Newco to recommend that Newco's stockholder vote for such approval; provided that Parent's determination as to whether it shall submit this Agreement to its and/or Newco's stockholders for approval shall be made prior to the initial filing of the Form S-4. (e) The Company Company, Newco and Parent shall coordinate and cooperate with Parent with respect to the timing of the Company Stockholders Meetingtheir respective stockholders meeting, and shall use reasonable best efforts to hold each of such meetings within five business days of each other.

Additional Agreements. SECTION 5.1 5.1. Preparation of the Form S-4, S-4 and the Joint Proxy ----------------------------------------------- Statement; Stockholders MeetingMeetings. (a) As promptly soon as practicable following the -------------------------------- date of this Agreement, Parent RSI and JPFI shall prepare and file with the Company SEC the Joint Proxy Statement, and JPFI shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Parent RSI and the Company JPFI shall use all reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company shall RSI will use reasonable all best efforts to cause the Joint Proxy Statement to be mailed to holders of Company Common Stock RSI's stockholders, and JPFI will use all best efforts to cause the Joint Proxy Statement to be mailed to JPFI's stockholders, in each case as promptly as practicable after the Form S-4 is declared effective. effective under the Securities Act. JPFI shall also take any action (bother than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of JPFI Common Stock in the Merger and RSI shall furnish all information concerning RSI and the holders of RSI Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made by JPFI without RSI's prior consent (which shall not be unreasonably withheld) and without providing RSI the opportunity to review and comment thereon. JPFI will advise RSI, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the JPFI Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time there shall occur (i) any event with respect information relating to the Company RSI or JPFI, or any of its subsidiariestheir respective affiliates, officers or with respect directors, should be discovered by RSI or JPFI which should be set forth in an amendment or supplement to other information supplied by Company for inclusion in any of the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Joint Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in either caselight of the circumstances under which they were made, not misleading, the party which event is required to be described in discovers such information shall promptly notify the other parties hereto and an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so described, and such appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, as to the extent required by law, disseminated to the stockholders of CompanyRSI and JPFI. (cb) Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company RSI shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold a meeting of its stockholders (the Company "RSI Stockholders Meeting Meeting") in accordance with the DGCL for the purpose of obtaining the Company RSI Stockholder Approval and subject to Section 4.3shall, the through its Board of Directors of the Company shall Directors, recommend to the Company's its stockholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby hereby. (c) JPFI shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold a meeting of its stockholders (the "Company RecommendationJPFI Stockholders Meeting"). Without limiting ) in accordance with the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(d) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholders Meeting DGCL for the purpose of approving obtaining the Agreement JPFI Stockholder Approval and shall, through its Board of Directors, recommend to its stockholders the approval and adoption of this Agreement, the Merger and nothing contained herein shall be deemed to relieve the Company of such obligationother transactions contemplated hereby. (ed) The Company shall coordinate JPFI and cooperate with Parent with respect RSI will use best efforts to hold the timing of RSI Stockholders Meeting and the Company JPFI Stockholders MeetingMeeting on the same date and as soon as reasonably practicable after the date hereof.

Additional Agreements. SECTION 5.1 5.1. Preparation of Form S-4 and the Form S-4, Joint Proxy Statement; Stockholders MeetingMeetings. (a) As promptly as practicable Promptly following the date of this Agreement, Parent Company and Purchaser shall prepare and file with the Company SEC the Joint Proxy Statement, and Purchaser shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Parent Company and the Company Purchaser shall use all its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Each of Company shall and Purchaser will use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to holders of Company Common Stock as promptly as practicable after the Form S-4 is declared effective. (b) If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company or any of its subsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Company. (c) Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Purchaser shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable state securities law in connection with the Share Issuance, and Company shall furnish all information concerning Company and the holders of Company Common Stock and rights to acquire Company Common Stock pursuant to the Company Stock Option Plans as may be reasonably required in connection with any such action. Each of Purchaser and Company shall furnish all information concerning itself to the other as may be reasonably requested in connection with any such action and the preparation, filing and distribution of the Form S-4 and the preparation, filing and distribution of the Joint Proxy Statement. Company, Purchaser and Merger Sub each agree to promptly correct any information provided by it for use in the Form S-4 or the Joint Proxy Statement that shall have become false or misleading. (b) Company, acting through its Board of Directors, shall, subject to and in accordance with its articles of incorporation and by-laws, promptly and duly call, give notice of, convene and hold as soon as practicable following the date upon which the Form S-4 becomes effective a meeting of the holders of Company Common Stock (the "Company Stockholders Meeting in accordance with the DGCL Meeting") for the purpose of obtaining voting to approve this Agreement, and (i) except as otherwise provided in the Company Stockholder Approval following sentence, recommend approval of this Agreement and subject include in the Joint Proxy Statement such recommendation and (ii) use its reasonable best efforts to Section 4.3solicit and obtain such approval. In the event that prior to the approval of this Agreement by the Company's stockholders, the Board of Directors of Company receives a Superior Proposal (as defined in Section 8.13) and the Board of Directors of Company determines in good faith by resolution duly adopted after consultation with its outside counsel that the failure to take such action would reasonably be expected to constitute a breach of its fiduciary duties under Virginia law, the Board of Directors of Company may withdraw, amend or modify, in a manner adverse to Purchaser, its recommendation, provided that before withdrawing, amending or modifying its recommendation, it gives Purchaser five business days' prior written notice of its intention to do so and during such time, Company, if requested by Purchaser, shall have engaged in good faith negotiations to amend this Agreement such that the Board of Directors of Company may continue to recommend to the Company's stockholders the approval and of this Agreement. The parties agree that nothing in this Section 5.1 shall in any way limit or otherwise affect Purchaser's right to terminate this Agreement pursuant to Section 7.1(c) at such time as the requirements of such subsection have been met. Any such withdrawal, amendment or modification of the recommendation shall not (x) change the adoption of this Agreement, the Merger and the Agreement or any other transactions contemplated hereby (the "Company Recommendation"). Without limiting the generality approval of the foregoingBoard of Directors of Company in any respect that would have the effect of causing the threshold restrictions on Company Common Stock ownership in Company's articles of incorporation, the Company agrees that its obligations pursuant Rights Agreement and any Virginia corporate takeover statute or other similar statute to be applicable to the first sentence of this Section 5.1(d) shall not be affected transactions contemplated hereby, including the Merger, or the transactions contemplated by the commencementOption Agreement, public proposal, public disclosure or communication (y) change the obligation of Company to the Company of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, present this Agreement and the Merger shall be submitted to the stockholders of the Company for approval at the Company Stockholders Meeting on the earliest practicable date. At any such meeting following any withdrawal, amendment or modification of Company's recommendation of this Agreement, Company may submit this Agreement to its stockholders without recommendation (although the adoption of this Agreement by the Board of Directors of Company may not be rescinded or amended), in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to its stockholders in the purpose Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law. Nothing contained in this Agreement shall prohibit Company from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or from making disclosure of approving the Agreement fact that a proposal for an Alternative Transaction has been made, the identity of the party making the proposal or the material terms of such proposal in the Form S-4 or the Joint Proxy Statement, to the extent disclosure of such facts, identity or terms is advisable under applicable law (and the Merger and nothing contained herein disclosure of such facts, by itself, shall not be deemed a withdrawal or adverse modification or amendment of its approval or recommendation to relieve stockholders of the Merger). (c) During the term of this Agreement, Company shall not take any actions to exempt any Person other than Purchaser and Merger Sub from the Company Rights Agreement, the threshold restrictions on Company Common Stock ownership in Company's articles of incorporation, or make any Virginia state takeover statute or similar statute inapplicable to any Alternative Transaction unless, in any such obligationcase, the Board of Directors of Company determines in good faith after consultation with its outside counsel that failure to take such action would reasonably be expected to constitute a breach of its fiduciary duties under Virginia law. (d) Company will cause its transfer agent to make stock transfer records relating to Company available to the extent reasonably necessary to effectuate the intent of this Agreement. (e) The Company shall coordinate Purchaser, acting through its Board of Directors, shall, subject to and cooperate in accordance with Parent with respect to its articles of incorporation and by-laws, promptly and duly call, give notice of, convene and hold as soon as practicable following the timing date on which the Form S-4 becomes effective, a meeting of the Company holders of Purchaser Common Stock (the "Purchaser Stockholders Meeting.") for the purpose of voting to approve the Share

Additional Agreements. SECTION 5.1 Preparation of the Form PREPARATION OF THE FORM S-4, Proxy StatementJOINT PROXY STATEMENT; Stockholders MeetingSTOCKHOLDERS MEETINGS. (a) As promptly as practicable following the date of this Agreement, Parent and the Company shall prepare prepare, and Parent shall file with the SEC SEC, the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use all reasonable efforts to have the Form S-4 declared effective under the Securities Act Act, and for the Joint Proxy Statement to be cleared under the Exchange Act, as promptly as practicable after such filing. Without limiting any other provision hereinabove contained, the Form S-4 and the Joint Proxy Statement will contain, without limitation, such information and disclosure reasonably requested by either Parent or the Company so that (i) the Form S-4 conforms in both form and substance to the requirements of the Securities Act, and (ii) the Joint Proxy Statement conforms in both form and substance to the requirements of the Exchange Act. The Company and Parent shall each use reasonable best efforts to cause the Joint Proxy Statement to be mailed to holders of Company Common Stock and Parent Common Stock, respectively, as promptly as practicable after the Form S-4 is declared effective. (b) If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company or any of its subsidiariesSubsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Joint Proxy Statement or (ii) any event with respect to ParentParent or its Subsidiaries, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Joint Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplementsupplement to, to the Form S-4 or the Joint Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of CompanyCompany and Parent. (c) Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and the other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Joint Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Joint Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Each of the Company and Parent shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold the Company Stockholders Meeting and Parent Stockholders Meeting, respectively, in accordance with the DGCL for the purpose of obtaining the Company Stockholder Approval and subject Parent Stockholder Approval, respectively, and each shall coordinate with the other regarding the timing of such meetings. (e) Subject to Section 4.3, the Board of Directors of the Company shall recommend to the Company's stockholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby (the "Company RecommendationCOMPANY RECOMMENDATION"); provided, however, that the Company's Board of Directors shall not be required to make such Company Recommendation to the extent that it is permitted to effect a Change in the Company Recommendation pursuant to Section 4.3. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(d5.1(e) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligation, provided, however, that if the Board of Directors of the Company shall have effected a Change in the Company Recommendation in accordance with this Agreement, then in submitting this Agreement to the Company's stockholders, the Board of Directors of the Company may submit this Agreement to the Company's stockholders without recommendation (although the resolutions adopting this Agreement and the Plan of Merger as of the date hereof may not be rescinded or amended), in which event the Board of Directors of the Company may communicate the basis for its lack of a recommendation to the Company's stockholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law. (ef) The Company Board of Directors of Parent shall coordinate use its reasonable best efforts to obtain the Parent Stockholder Approval and cooperate with Parent with respect to recommend to Parent's stockholders the timing approval and adoption of this Agreement, the Company Stockholders MeetingMerger and the other transactions contemplated hereby (the "PARENT RECOMMENDATION").

Additional Agreements. SECTION 5.1 Preparation of the Form S-4, Proxy StatementPREPARATION OF FORM S-4 AND THE JOINT PROXY STATEMENT; Stockholders MeetingSHAREHOLDER MEETINGS. (a) As promptly as practicable Promptly following the date of this Agreement, Parent and the Company and Parent shall prepare and file with the SEC the Joint Proxy Statement, and Parent shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Parent and the Company and Parent shall use all its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Each of the Company shall and Parent will use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to holders of Company Common Stock as promptly as practicable after the Form S-4 is declared effective. (b) If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company or any of its subsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Company. (c) Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shall, shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable state securities law in connection with the issuance of Parent Common Stock in the Merger, and the Company shall furnish all information concerning the Company and the holders of the Company Common Stock and rights to acquire Company Common Stock pursuant to the Stock Plans as may be reasonably required in connection with any such action. Each of Parent and the Company shall furnish all information concerning itself to the other as may be reasonably requested in connection with any such action and the preparation, filing and distribution of the Form S-4 and the preparation, filing and distribution of the Joint Proxy Statement. The Company, Parent and Sub each agree to correct any information provided by it for use in the Form S-4 or the Joint Proxy Statement which shall have become false or misleading. The Company acknowledges that Parent will include in the Joint Proxy Statement such information concerning the transactions pursuant to the F4LH Merger Agreement as may be required to be included to permit Parent to seek any approvals of shareholders which may be required to be obtained in connection with the transactions pursuant to the F4LH Merger Agreement. (b) The Company, acting through its Board of Directors, shall, in accordance with its Articles of Incorporation and By-Laws and subject to the other provisions of this Section 5.1(b), promptly and duly call, give notice of, convene and hold as soon as practicable following the date upon which the Form S-4 becomes effective a meeting of the holders of Company Stockholders Meeting in accordance with the DGCL Common Stock for the purpose of obtaining voting to approve and adopt this Agreement and the Company Stockholder Approval transactions contemplated hereby (the date of which meeting shall be as soon as practicable following Parent's shareholder meeting referred to below, but shall be at least two business days after the date of Parent's shareholder meeting referred to below), and subject to Section 4.3, the Board of Directors of the Company shall (i) recommend to the Company's stockholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby (the "Company Recommendation"). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(d) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted to by the stockholders shareholders of the Company at and include in the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligation. (e) The Company shall coordinate and cooperate with Parent with respect to the timing of the Company Stockholders Meeting.Joint Proxy

Additional Agreements. SECTION 5.1 Preparation of the Form S-4, Proxy Statement6.01. PREPARATION OF THE FORM S-4 AND THE PROXY STATEMENT; Stockholders MeetingSTOCKHOLDER MEETINGS. (a) As promptly soon as practicable following the date of this Agreement, Parent and the Company shall prepare and file with the SEC the Proxy Statement and the Company and Parent shall prepare and Parent shall file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of Parent and the Company and Parent shall use all its reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filingfiling and keep the Form S-4 effective for so long as necessary to consummate the Merger. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to holders of Company Common Stock as promptly as practicable after the Form S-4 is declared effective. (b) If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company or any of its subsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Company. (c) Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold the Company Stockholders Meeting . Parent shall also take any action required to be taken under any applicable state securities Laws in accordance connection with the DGCL for issuance of shares of Parent Common Stock in the purpose of obtaining the Company Stockholder Approval Merger, and subject to Section 4.3, the Board of Directors of the Company shall recommend furnish all information concerning the Company and the holders of shares of Company Common Stock as may be reasonably requested by Parent in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 will be made by Parent, and no filing of, or amendment or supplement to the Proxy Statement will made by the Company's stockholders the approval and adoption of this Agreement, the Merger and without providing the other transactions contemplated hereby (the "Company Recommendation")party and its counsel a reasonable opportunity to review and comment thereon. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant If at any time prior to the first sentence of this Section 5.1(d) shall not be affected by the commencement, public proposal, public disclosure or communication Effective Time any information relating to the Company or Parent, or any of any Company Takeover Proposal. Notwithstanding any Change in their respective Affiliates, directors or officers, should be discovered by the Company Recommendationor Parent which should be set forth in an amendment or supplement to either the Form S-4 or the Proxy Statement, unless otherwise directed so that either such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in writing by Parentlight of the circumstances under which they were made, this Agreement not misleading, the party which discovers such information shall promptly notify the other parties hereto and the Merger an appropriate amendment or supplement describing such information shall be submitted promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligation. (e) The Company shall coordinate and cooperate with Parent with respect to the timing of the Company Stockholders Meeting.of