Common use of Additional Agreements Clause in Contracts

Additional Agreements. Section 7.1 Schedule 13E-3. (a) As soon as reasonably practicable following the date hereof but in any event within twenty (20) Business Days after the date hereof, the Company, Parent and Merger Sub shall jointly prepare and cause to be filed with the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 (such Schedule 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3”). Each of the Company, Parent and Merger Sub shall use its reasonable best efforts to ensure that the Schedule 13E-3 complies in 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 Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to the Company in the preparation, filing, and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3, the Company shall promptly notify Parent and Merger Sub, and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the staff of the SEC, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable opportunity to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company 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) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosure. (b) Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing, and mailing/distribution of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the shareholders of the Company, contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time, any event or circumstance relating to Parent, Merger Sub or the Company, or their respective Affiliates, officers or directors, should be discovered that should be set forth in an amendment or a supplement to the Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, the party discovering such event or circumstance shall promptly inform the other parties and an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC and disseminated to the shareholders of the Company to the extent required by Law; provided that prior to such filing, the Company and Parent, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereon. (c) As soon as reasonably practicable after the SEC staff confirms that it has no further comments on the Schedule 13E-3, the Company shall (i) establish a record date for determining shareholders of the Company to whom the Schedule 13E-3 will be mailed or distributed (the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 to the holders of Shares, including Shares represented by ADSs, as of the Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS Holders.

Additional Agreements. Section 7.1 Schedule 13E-3SECTION 8.01. Preparation of the Form S-4 and the Proxy Statement; Shareholders Meeting. (a) As soon as reasonably practicable following the date hereof but in any event within twenty (20) Business Days after the date hereofof this Agreement, the CompanyCDnow, Parent Holdco, Time Warner and Merger Sub Sony shall jointly prepare and cause to be filed 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 Rule 13e-3 transaction statement on Schedule 13E-3 (such Schedule 13E-3prospectus, as amended or supplementedand each of CDnow, being referred to herein as the “Schedule 13E-3”). Each of the CompanyHoldco, Parent Time Warner and Merger Sub Sony shall use its reasonable best efforts to ensure that the Schedule 13E-3 complies in 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 as promptly as practicable to any comments of the SEC with respect to the Schedule 13E-3thereto. Each of Parent CDnow, Holdco, Time Warner and Merger Sub Sony shall provide use its reasonable assistance and cooperation efforts to have the Company Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. CDnow shall use its reasonable efforts to cause 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. 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 preparation, filingTransactions and under CDnow Stock Plans and CDnow Warrants, and mailing/distribution 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 Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the staff of the SEC or its staff and of any request from by the SEC or its staff for amendments or supplements to the Schedule 13E-3, Proxy Statement or the Company shall promptly notify Parent and Merger Sub, Form S-4 or for additional information and shall provide Parent supply each other with copies of all correspondence between the Company and any of its representatives, on the one hand, and the staff of the SECSEC or its staff, on the other hand, with respect to the Proxy Statement, the Form S-4 or the Transactions. Prior to No filing the Schedule 13E-3 (of, or any amendment or supplement thereto) or responding to any comments of the SEC with respect theretoto, the Company (i) shall provide Parent Form S-4 will be made by Holdco, or the Proxy Statement will be made by CDnow, without providing each of Time Warner and Merger Sub with a reasonable Sony the opportunity to review and comment on such document or response; thereon and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude receiving the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, prior approval thereof of each of Time Warner and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company 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) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosureSony. (b) Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing, and mailing/distribution of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the shareholders of the Company, contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time, Time any event with respect to CDnow or circumstance relating any CDnow Subsidiary or with respect to Parent, Merger Sub other information supplied by CDnow for inclusion in the Proxy Statement or the Company, or their respective Affiliates, officers or directors, should Form S-4 shall occur which is required to be discovered that should be set forth 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 Schedule 13E-3 so that Proxy Statement and Form S-4 and, as required by Law, in disseminating the information contained in such document would not include amendment or supplement to CDnow's shareholders. (c) If at any misstatement time prior to the Effective Time any event with respect to any of a material fact the Columbia House Entities or omit any of the Columbia House Subsidiaries, or with respect to state a material fact 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 made thereindescribed in an amendment of, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleadinga supplement to, the party discovering such event Proxy Statement or circumstance shall promptly inform the other parties and an appropriate amendment Form S-4, Time Warner or supplement describing such event or circumstance shall be promptly filed with the SEC and disseminated to the shareholders of the Company to the extent required by Law; provided that prior to such filing, the Company and ParentSony, as the case may be, shall consult promptly notify CDnow of such event, and Time Warner and Sony shall cooperate with each other CDnow and Holdco in the prompt filing with respect 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 and shall afford the other party and their Representatives a reasonable opportunity to comment thereonCDnow's shareholders. (cd) As CDnow shall, as soon as reasonably practicable after following the SEC staff confirms that it has no further comments on the Schedule 13E-3date of this Agreement, the Company shall (i) 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, a meeting of its shareholders (the "CDnow Shareholders Meeting") for determining the purpose of obtaining the CDnow Shareholder Approval. CDnow shall use its reasonable efforts to cause 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 CDnow Board, recommend to its shareholders that they give the CDnow Shareholder Approval. Without limiting the generality of the Company foregoing, CDnow agrees that its obligations pursuant to whom the Schedule 13E-3 will be mailed or distributed (the “Record Date”this Section 8.01(d) and shall not change such Record Date unless required be affected by the commencement, public proposal, public disclosure or communication to do so by applicable Law; CDnow of any CDnow Takeover Proposal. (iie) mail or distribute or CDnow shall use its reasonable efforts to cause to be mailed or distributed delivered to Time Warner and Sony a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, CDnow's independent auditors, dated a date within two business days before the Schedule 13E-3 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 registration statements similar to the holders Form S-4. (f) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to CDnow a letter of SharesErnst & Young LLP, including Shares represented Columbia House'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 CDnow, in form and substance reasonably satisfactory to CDnow and customary in scope and substance for comfort letters delivered by ADSsindependent 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, as VCo, Columbia House, Columbia House Mexico and Columbia House Canada that comply with the requirements of the Record Date; and Items 14(e), (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”f) and (Bg) provide of Form S-4 under the Schedule 13E-3 Securities Act, to all Record ADS Holdersbe included in the Proxy Statement and the Form S-4.

Additional Agreements. Section 7.1 Schedule 13E-3. (a) SECTION 5.01. Preparation of the Form S-4 and the Joint Proxy Statement. As soon as reasonably practicable following the date hereof but in any event within twenty (20) Business Days after the date hereofof this Agreement, the Company, Company and Parent and Merger Sub shall jointly prepare and cause to be filed 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 Rule 13e-3 transaction statement on Schedule 13E-3 (such Schedule 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3”)prospectus. Each of the Company, Company and Parent and Merger Sub shall use its commercially reasonable best efforts to ensure that have the Schedule 13E-3 complies Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form S-4 effective for so long as necessary to complete the Merger. The Company will use its commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to the Company's stockholders and Parent will use its commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to Parent's shareholders, in all material respects each 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 filing a general consent to service of process) reasonably required to be taken under any applicable state securities laws in connection with the requirements issuance of Parent Common 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 by Parent in connection with any such action and the preparation, filing and distribution of the Exchange Act Joint Proxy Statement and the rules Form S-4. No filing of, or amendment or supplement to, the Form S-4 will be made by Parent, and regulations promulgated thereunder. Each of no filing, or amendment or supplement to, the Joint Proxy Statement will be made by Parent or the Company, Parent in each case without providing the other party a reasonable opportunity to review and Merger Sub comment thereon. The parties shall use its reasonable best efforts to respond notify each other promptly to any comments of the SEC with respect to the Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to the Company in the preparation, filing, and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the SEC or the staff of the SEC or and of any request from by the SEC or its the staff of the SEC for amendments or supplements to the Schedule 13E-3, Joint Proxy Statement or the Company shall promptly notify Parent and Merger SubForm S-4 or for additional information, and shall provide Parent supply each other with copies of all correspondence between the Company and it or any of its representativesRepresentatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable opportunity to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company 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) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosure. (b) Each of the CompanyJoint Proxy Statement, Parent and the Form S-4, the Merger Sub shall promptly furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing, and mailing/distribution of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion other transactions contemplated by this Agreement or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the shareholders of the Company, contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleadingVoting Agreement. If at any time prior to the Effective Time, Time any event or circumstance information relating to the Company or Parent, Merger Sub or the Company, or any of their respective Affiliates, officers directors or directorsofficers, should be discovered that by the Company or Parent which should be set forth in an amendment or a supplement to either of the Schedule 13E-3 Form S-4 or the Joint Proxy Statement, so that either of such document documents would not include any misstatement of a material fact or omit to state a any material fact required to be made therein, or necessary in order to make the statements madetherein, in the light of the circumstances under which they were made, not misleading, the party discovering that discovers such event or circumstance information shall promptly inform notify the other parties hereto and an appropriate amendment or supplement describing such event or circumstance information shall be promptly filed with the SEC and and, to the extent required by law, disseminated to the shareholders of Parent and the Company to the extent required by Law; provided that prior to such filing, the Company and Parent, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereon. (c) As soon as reasonably practicable after the SEC staff confirms that it has no further comments on the Schedule 13E-3, the Company shall (i) establish a record date for determining shareholders stockholders of the Company to whom the Schedule 13E-3 will be mailed or distributed (the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 to the holders of Shares, including Shares represented by ADSs, as of the Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS HoldersCompany.

Additional Agreements. Section 7.1 Schedule 13E-36.1 Preparation of the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. (a) As soon as reasonably practicable following the date hereof but acceptance for payment of and payment for shares of Company Common Stock by Sub in any event within twenty (20) Business Days after the date hereofOffer, the Company and Parent shall prepare and file with the SEC the Proxy Statement. The Company shall use 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 the Company's stockholders at the earliest practicable date. The Company, Parent and Sub, shall take all reasonable actions necessary or advisable to cause the Merger Sub shall jointly prepare and cause to be filed with approved by shareholders and to effect the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 (such Schedule 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3”). Each of the Company, Parent and Merger Sub shall use its reasonable best efforts to ensure that the Schedule 13E-3 complies in 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 Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to the Company in the preparation, filing, and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3, the Company shall promptly notify Parent and Merger Sub, and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the staff of the SEC, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable opportunity to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company 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) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosureMerger. (b) Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing, and mailing/distribution of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the The Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as soon as practicable following the Proxy Trigger Date, duly call, give notice of, convene and hold the Company Stockholders Meeting for the purpose of approving this Agreement and the transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all of the time such documents (shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or any amendment thereof or supplement thereto) are mailed affiliates to the shareholders be voted in favor of the Company, contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time, any event or circumstance relating to Parent, Merger Sub or the Company, or their respective Affiliates, officers or directors, should be discovered that should be set forth in an amendment or a supplement to the Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, the party discovering such event or circumstance shall promptly inform the other parties and an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC and disseminated to the shareholders of the Company to the extent required by Law; provided that prior to such filing, the Company and Parent, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereonMerger. (c) As 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 reasonably practicable after the SEC staff confirms that it has no further comments on expiration of the Schedule 13E-3Offer, without a meeting of stockholders of the Company Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) establish a record date cause Sub promptly to submit this Agreement and the transactions contemplated hereby for determining shareholders approval and adoption by its parent by written consent of the Company to whom the Schedule 13E-3 will be mailed or distributed (the “Record Date”) and shall not change such Record Date unless required to do so by applicable Lawsole stockholder; (ii) mail or distribute or cause the shares of capital stock of Sub to be mailed or distributed voted for adoption and approval of this Agreement and the Schedule 13E-3 to the holders of Shares, including Shares represented by ADSs, as of the Record Datetransactions contemplated hereby; and (iii) instruct cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS Holderstransactions contemplated hereby.

Additional Agreements. Section 7.1 Schedule 13E-36.1 Preparation of the Amendment to Joint Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4. (a) As soon On July 2, 2021, Parent filed with the SEC a registration statement on Form S-4 under the Securities Act (including a preliminary joint proxy statement/prospectus, as reasonably practicable following the date hereof but in any event within twenty (20) Business Days after amended or supplemented from time to time prior to the date hereof, the Company“Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) the Company and Parent and Merger Sub shall jointly prepare and cause to be filed with the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 an amendment to the Original Joint Proxy Statement/Prospectus (such Schedule 13E-3, as amended or supplementedsupplemented from time to time, being referred to herein as the “Schedule 13E-3Amended Joint Proxy Statement/Prospectus” and, together with the Original Joint Proxy Statement/Prospectus, the “Joint Proxy Statement/Prospectus”) (x) to be mailed to the stockholders of the Company relating to the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”). Each of the Company, Parent and Merger Sub the Company shall use its reasonable best efforts to ensure have the Amended Form S-4 declared effective by the SEC, and to keep the Amended Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. Parent shall furnish to the Company all information relating to Parent as may be reasonably requested by the Company in connection with any such action and the preparation, filing and mailing of the Amended Joint Proxy Statement/Prospectus and the Company shall furnish to Parent all information relating to the Company as may be reasonably requested by Parent in connection with any such action and the preparation and filing of the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4. Subject to applicable Law, as promptly as reasonably practicable after the SEC or its staff advises that it has no further comments on the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4 or that the Schedule 13E-3 complies in all material respects with Company and Parent may commence mailing the requirements Amended Joint Proxy Statement/Prospectus, each of the Exchange Act Company and the rules and regulations promulgated thereunder. Each of the Company, Parent and Merger Sub shall use its reasonable best efforts to respond promptly cause the Amended Joint Proxy Statement/Prospectus to be distributed to the stockholders of the Company and the shareholders of Parent (as applicable). No filing of, or amendment or supplement to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, shall be made by the Company or Parent, as applicable, and no response to any comments of the SEC or its staff with respect to the Schedule 13E-3. Each of Parent and Merger Sub thereto shall provide reasonable assistance and cooperation to be submitted by the Company or Parent, as applicable, without providing the other party a reasonable opportunity to review and comment thereon and giving due consideration to inclusion in the preparationAmended Joint Proxy Statement/Prospectus or Amended Form S-4, filingas applicable, and mailing/distribution or any such response, comments reasonably proposed by either party. Both parties shall notify the other party promptly of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the staff of the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, and of any request from by the staff of the SEC or its staff for amendments or supplements to the Schedule 13E-3Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the Company shall promptly notify Parent and Merger Sub, staff of the SEC and shall provide Parent supply the other party with copies of all correspondence between the Company and such party or any of its representativesRepresentatives, on the one hand, and the staff of the SEC, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable opportunity to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company 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) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosurethe Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (b) Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing, and mailing/distribution of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none None of the information supplied or to be supplied by Parent, Merger Sub the Company or the Company, as applicable, expressly Parent for inclusion or incorporation by reference in into (i) the Schedule 13E-3 or any other documents filed or to be Form S-4 will, at the time the Form S-4 is filed with the SEC in connection with the Transactions, will, as of or at the time such documents (or any amendment thereof or supplement thereto) are mailed to it becomes effective under the shareholders of the CompanySecurities Act, contain any untrue statement of a material fact, fact or omit to state a any material fact required to be made therein, stated therein or necessary in order to make the statements madetherein, in the light of the circumstances under which they were made, not misleading. Each , and (ii) the Joint Proxy Statement/Prospectus will, at the date of Parentdistribution to stockholders of the Company, Merger Sub and at the time of the Company further agrees that all documents that such party is responsible for filing with the SEC Stockholders Meeting to be held in connection with the Merger will comply as Merger, at the date of distribution to form shareholders of Parent and substance at the time of the Parent Stockholders Meeting to be held in all material respects connection with the applicable requirements of the Securities ActIssuance, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, fact or omit to state a any material fact required to be made therein, stated therein or necessary in order to make the statements madetherein, in the light of the circumstances under which they were made, not misleading; providing, that, in each case of (i) and (ii), neither party shall be responsible or liable for any statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Effective Time, Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote any event or circumstance information relating to the Company or Parent, Merger Sub or the Company, or any of their respective Affiliates, officers directors or directorsofficers, should be discovered that by the Company or Parent which should be set forth in an amendment or a supplement to the Schedule 13E-3 Joint Proxy Statement/Prospectus or Form S-4, as applicable, so that such document would not include any misstatement of a material fact or omit to state a any material fact required to be made therein, or necessary in order to make the statements madetherein, in the light of the circumstances under which they were are made, not misleading, the party discovering that discovers such event or circumstance information shall promptly inform notify the other parties party and an appropriate amendment or supplement describing such event or circumstance information shall be promptly filed with the SEC and disseminated to the shareholders of the Company and, to the extent required by Law; provided that prior , distributed to such filing, the stockholders of the Company and to the shareholders of Parent. (c) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall consult with each other be made by either party with respect to such amendment statements made or supplement and shall afford incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4. Parent and their Representatives a reasonable opportunity the Company shall make any other necessary filings with respect to comment thereonthe Merger under the Securities Act and Exchange Act and the rules and regulations thereunder. (cd) As soon as reasonably practicable Each party will advise the other party promptly after it receives notice thereof, of the time when the Form S-4 becomes effective, 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 staff confirms that it has no further comments on the Schedule 13E-3, the Company shall (i) establish a record date for determining shareholders amendment of the Company to whom Joint Proxy Statement/Prospectus or the Schedule 13E-3 will be mailed or distributed (the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 to the holders of Shares, including Shares represented by ADSs, as of the Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS HoldersForm S-4.

Additional Agreements. Section 7.1 Schedule 13E-35.1 Preparation of the Form S-4 and the Joint Proxy Statement/Prospectus; Stockholders Meetings. (a) As soon promptly as reasonably practicable following the date hereof but in any event within twenty (20) Business Days after the date hereof, the Company, Parent MCI WorldCom and Merger Sub Sprint shall jointly prepare and cause to be filed file with the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 preliminary proxy materials and any amendments or supplements thereto which shall constitute the joint proxy statement/prospectus (such Schedule 13E-3proxy statement/prospectus, and any amendments or supplements thereto, the "Joint Proxy Statement/Prospectus") and MCI WorldCom shall prepare and file with the SEC the Registration Statement on Form S-4 with respect to the issuance of MCI WorldCom Capital Stock in the Merger (the "Form S-4") in which the Joint Proxy Statement/Prospectus will be included as amended or supplemented, being referred a prospectus. The Form S-4 and the Joint Proxy Statement/Prospectus shall comply as to herein as the “Schedule 13E-3”). Each of the Company, Parent and Merger Sub shall use its reasonable best efforts to ensure that the Schedule 13E-3 complies form in all material respects with the requirements applicable provisions of the Exchange Securities Act and the rules and regulations promulgated thereunderExchange Act. Each of the Company, Parent MCI WorldCom and Merger Sub Sprint shall use its all reasonable best efforts to respond have the Form S-4 declared effective under the Securities Act as promptly as practicable after filing with the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger. The parties shall promptly provide copies to and consult with each other and prepare written responses with respect to any written comments of received from the SEC with respect to the Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to the Company in the preparation, filing, and mailing/distribution of the Schedule 13E-3 Form S-4 and the resolution Joint Proxy Statement/Prospectus and promptly advise the other party of any oral comments received from the SEC. Upon its receipt of any comments from the staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3, the Company shall promptly notify Parent and Merger Sub, and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the staff of the SEC, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable opportunity to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company 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) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosure. (b) Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing, and mailing/distribution of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, MCI WorldCom agrees that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly MCI WorldCom for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any Joint Proxy Statement/Prospectus and each amendment thereof or supplement thereto) are mailed to , at the shareholders time of mailing thereof and at the time of the CompanySprint Stockholders Meeting or the MCI WorldCom Shareholders Meeting, will contain any an untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time, any event or circumstance relating to Parent, Merger Sub or the Company, or their respective Affiliates, officers or directors, should be discovered that should be set forth in an amendment or a supplement to the Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state a material fact required to be made therein, stated therein or necessary in order to make the statements madetherein, in the light of the circumstances under which they were made, not misleading, . Sprint agrees that none of the party discovering such event information supplied or circumstance shall promptly inform to be supplied by Sprint for inclusion or incorporation by reference in the other parties Joint Proxy Statement/Prospectus and an appropriate each amendment or supplement describing such event thereto, at the time of mailing thereof and at the time of the Sprint Stockholders Meeting or circumstance the MCI WorldCom Shareholders 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. For purposes of the foregoing, it is understood and agreed that information concerning or related to MCI WorldCom and the MCI WorldCom Shareholders Meeting will be deemed to have been supplied by MCI WorldCom and information concerning or related to Sprint and the Sprint Stockholders Meeting shall be promptly filed with the SEC and disseminated deemed to have been supplied by Sprint. No amendment or supplement to the shareholders information supplied by Sprint for inclusion in the Joint Proxy Statement/Prospectus shall be made without the approval of the Company to the extent required by Law; provided that prior to such filingSprint, the Company and Parentwhich approval shall not be unreasonably withheld or delayed. (b) Sprint shall, as promptly as practicable following the case may beexecution of this Agreement, shall consult with each other duly call, give notice of, convene and hold a meeting of its stockholders (the "Sprint Stockholders Meeting") for the purpose of obtaining the Required Sprint Vote with respect to such amendment the transactions contemplated by this Agreement, shall use its reasonable best efforts, subject to Section 5.4, to solicit the adoption of this Agreement by the Required Sprint Vote and, subject to Section 5.4, the Board of Directors of Sprint shall recommend adoption of this Agreement by the stockholders of Sprint. Without limiting the generality of the foregoing but subject to its rights pursuant to Sections 5.4 and 7.1(e), Sprint agrees that its obligations pursuant to the first sentence of this Section 5.1(b) shall not be affected by the commencement, public proposal, public disclosure or supplement and shall afford the other party and their Representatives a reasonable opportunity communication to comment thereonSprint of any Sprint Acquisition Proposal. (c) As soon MCI WorldCom shall, as reasonably promptly as practicable after following the SEC staff confirms execution of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the "MCI WorldCom Shareholders Meeting") for the purpose of obtaining the Required MCI WorldCom Vote with respect to the transactions contemplated by this Agreement, shall use its reasonable best efforts, subject to Section 5.5, to solicit the approval of this Agreement by the Required MCI WorldCom Vote and, subject to Section 5.5, the Board of Directors of MCI WorldCom shall recommend the approval of this Agreement by the shareholders of MCI WorldCom. Without limiting the generality of the foregoing but subject to its rights pursuant to Sections 5.5 and 7.1(f), MCI WorldCom agrees that it has no further comments 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 MCI WorldCom of any MCI WorldCom Acquisition Proposal. (d) The Sprint Stockholders Meeting and the MCI WorldCom Shareholders Meeting shall take place on the Schedule 13E-3same date, the Company shall (i) establish a record date for determining shareholders of the Company to whom the Schedule 13E-3 will be mailed or distributed (the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 to the holders extent practicable; provided that, notwithstanding anything in this Agreement, neither such meeting shall take place earlier than the 121st day following the date of Shares, including Shares represented by ADSs, as of the Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS Holdersthis Agreement.

Additional Agreements. Section 7.1 6.01 Proxy Statement and Schedule 13E-3. (a) . As soon as reasonably practicable following the date hereof but in any event within twenty (20) Business Days after the date hereofof this Agreement, the Company, with the assistance of Parent and Merger Sub Sub, shall jointly prepare a proxy statement relating to the authorization and cause to be filed 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 SEC a Rule 13e-3 transaction statement on Schedule 13E-3 Company’s memorandum and articles of association (such Schedule 13E-3proxy 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 Merger Sub shall use their reasonable efforts to cause the initial Schedule 13E-3 to be filed with the SEC (with the initial 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 to ensure so that the Schedule 13E-3 complies will comply as to form in 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 and Schedule 13E-313E-3 and to resolve comments from the SEC. Each of the Company, Parent and Merger Sub shall provide reasonable assistance and cooperation furnish all information concerning such party to the Company others as may be reasonably requested in connection with the preparation, filing, filing and mailing/distribution of the Proxy Statement and Schedule 13E-3 13E-3. The Company shall promptly notify Parent and Merger Sub upon the resolution of comments from the SEC. Upon its receipt of any comments from the SEC or its staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and Schedule 13E-3, the Company shall promptly notify Parent and Merger Sub, 13E-3 and shall provide Parent with copies of all correspondence between the Company it and its representativesRepresentatives, on the one hand, and the staff of the SECSEC and its staff, on the other hand. Prior to filing or mailing the Proxy Statement and Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable opportunity amount of time to review and comment on such document or response; response and (ii) shall consider in good faith including in such document or response all additions, deletions or changes comments reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendationand Merger Sub. Notwithstanding anything herein If at any time prior to the contraryShareholders’ Meeting, and subject any information relating to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company 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) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosure. (b) Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing, and mailing/distribution of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or any of their respective Affiliates, officers or directors, is discovered by the Company, as applicable, expressly for inclusion Parent or incorporation by reference Merger Sub which should be set forth in an amendment or supplement to the Proxy Statement and Schedule 13E-3 or any other documents filed or to be filed with so that (x) the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the shareholders of the Company, Proxy Statement and Schedule 13E-3 shall not contain any untrue statement of a material fact, fact or omit to state a any material fact required to be made therein, stated therein or necessary in order to make the statements madetherein, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time, any event or circumstance relating to Parent, Merger Sub or the Company, or their respective Affiliates, officers or directors, should be discovered that should be set forth in an amendment or a supplement to the Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were are made, not misleading, and (y) the 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 discovering which discovers such event or circumstance information shall promptly inform notify the other parties hereto and an appropriate amendment or supplement describing such event or circumstance information shall be promptly filed with the SEC and and, to the extent required by applicable Law, disseminated to the shareholders of the Company to the extent required by Law; provided that prior to such filing, the Company and Parent, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereonCompany. (c) As soon as reasonably practicable after the SEC staff confirms that it has no further comments on the Schedule 13E-3, the Company shall (i) establish a record date for determining shareholders of the Company to whom the Schedule 13E-3 will be mailed or distributed (the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 to the holders of Shares, including Shares represented by ADSs, as of the Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS Holders.

Additional Agreements. Section 7.1 Schedule 13E-35.1 PREPARATION OF FORM S-4 AND JOINT PROXY STATEMENT/PROSPECTUS; INFORMATION SUPPLIED. (a) As soon as reasonably practicable following the date hereof but in any event within twenty of this Agreement, (20i) Business Days after the date hereof, the Company, Parent Chancellor and Merger Sub Capstar shall jointly prepare and cause to be filed file with the SEC the Joint Proxy Statement/Prospectus and (ii) Capstar and Chancellor shall prepare and file a Rule 13e-3 transaction statement Registration Statement on Schedule 13E-3 Form S-4 (such Schedule 13E-3the "Form S-4") with respect to the registration of the issuance of shares of Chancellor Common Stock in the Merger, as amended or supplemented, being referred to herein as of which the “Schedule 13E-3”)Joint Proxy Statement/Prospectus will form a part. Each of the Company, Parent Chancellor and Merger Sub Capstar shall use its reasonable best efforts to ensure have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Chancellor shall use its reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Chancellor's stockholders, and Capstar shall use its reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Capstar's stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Chancellor shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or take any action that would subject it to the service of process in suits, other than as to matters and transactions relating to the Form S-4, in any jurisdiction where it is not so subject) required to be taken under any applicable state securities laws in connection with the issuance of the Chancellor Common Stock in the Merger and Capstar shall furnish all information concerning itself and the holders of shares of Capstar Common Stock as may be reasonably requested in connection with any such action. (b) Capstar agrees and represents and warrants that the Schedule 13E-3 complies information supplied or to be supplied by it specifically for inclusion or incorporation by reference in the (i) Form S-4 will not, 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 34 42 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, or (ii) the Joint Proxy Statement/Prospectus will not, at the date it is first mailed to Capstar's stockholders or at the time of the Capstar Stockholders Meeting (as defined in Section 5.2(a)), contain any statement which, at the time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omits to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of a proxy for the same meeting or subject matter thereof which has become false or misleading. (c) Chancellor agrees and represents and warrants that the information supplied or to be supplied by it specifically for inclusion or incorporation by reference in (i) the Form S-4 will not, 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 in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (ii) the Joint Proxy Statement/Prospectus will not, at the date it is first mailed to Chancellor's stockholders or at the time of the Chancellor Stockholders Meeting, contain any statement which, at the time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omits to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of a proxy for the same meeting or subject matter thereof which has become false or misleading. Chancellor agrees that the Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder and Chancellor agrees that the Joint Proxy Statement/Prospectus will comply as to form in 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 except in each case with respect to the Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to the Company statements made or incorporated by reference in the preparation, filing, and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3, the Company shall promptly notify Parent and Merger Sub, and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the staff of the SEC, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable opportunity to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board Form S-4 or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company 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) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosure. (b) Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing, and mailingJoint Proxy Statement/distribution of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be Prospectus supplied by Parent, Merger Sub or the Company, as applicable, expressly Capstar specifically for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the shareholders of the Company, contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply therein as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time, any event or circumstance relating to Parent, Merger Sub or the Company, or their respective Affiliates, officers or directors, should be discovered that should be set forth in an amendment or a supplement to the Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, the party discovering such event or circumstance shall promptly inform the other parties and an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC and disseminated to the shareholders of the Company to the extent required by Law; provided that prior to such filing, the Company and Parent, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereonChancellor assumes no responsibility. (c) As soon as reasonably practicable after the SEC staff confirms that it has no further comments on the Schedule 13E-3, the Company shall (i) establish a record date for determining shareholders of the Company to whom the Schedule 13E-3 will be mailed or distributed (the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 to the holders of Shares, including Shares represented by ADSs, as of the Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS Holders.

Additional Agreements. Section 7.1 6.1 Preparation of Form F-4 and Schedule 13E-3. (a) As soon promptly as reasonably practicable following the date hereof but in any event within twenty (20) Business Days after the date hereofexecution of this Agreement, Parent shall, with the assistance of the Company, Parent and Merger Sub shall jointly prepare and cause to be filed file with the SEC a Rule 13e-3 transaction registration statement on Schedule 13E-3 Form F-4 with respect to the Parent Shares to be issued with the Merger. Parent shall promptly respond to any comments made by the SEC regarding the Form F-4 and shall endeavor to have the Form F-4 declared effective under the Securities Act promptly after filing with the SEC and cause the Prospectus to be delivered to the shareholders or holders of Company ADSs. No filing of, or amendment or supplement to, the Form F-4 will be made by Parent without providing the Company a reasonable opportunity to review and comment thereon. Each Party 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, with respect to the Form F-4 received from the staff of the SEC. The Company shall furnish as promptly as practicable such information concerning the Company reasonably requested in connection with the Form F-4 or other filings required under applicable Laws. (such b) Parent, Merger Sub and the Company shall prepare and file with the SEC the Schedule 13E-3. Parent, as amended or supplemented, being referred to herein as the “Schedule 13E-3”). Each of the Company, Parent and Merger Sub and the Company shall use its reasonable best efforts to ensure that cause the Schedule 13E-3 complies in all material respects to comply with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Each of by the Company, Parent SEC and Merger Sub shall use its reasonable best efforts to respond promptly to any comments of the SEC regarding the Schedule 13E-3. Each Party 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, with respect to the Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to the Company in the preparation, filing, and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments received from the staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3, the Company shall promptly notify Parent and Merger Sub, and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the staff of the SEC, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable opportunity to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company 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) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosure. (b) Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing, and mailing/distribution of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as will be provided with a reasonable opportunity to itself review and its respective Affiliates or Representatives, that none of comment on the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the initial Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or and any amendment thereof or supplement thereto) are mailed thereto prior to the shareholders of the Company, contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. SEC. (c) If at any time prior to the Effective Time, any event or circumstance information relating to Parent, Merger Sub each Party or the Company, or their respective any of its Affiliates, directors or officers or directors, should be discovered that by such Party, which should be set forth in an amendment or a supplement to the Form F-4 or Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state a any material fact required to be made therein, or necessary in order to make the statements madetherein, in the light of the circumstances under which they were are made, not misleading, the party discovering such event or circumstance Party shall promptly inform notify the other parties Party of such information and an appropriate the other Party shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement describing such event or circumstance shall be promptly filed with the SEC and disseminated to the shareholders of the Company to the extent required by Law; provided that prior to such filing, the Company and Parent, as the case may be, shall consult with each other with respect to such amendment Form F-4 or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereonSchedule 13E-3. (cd) As soon as reasonably practicable after the SEC staff confirms that it has no further comments on the Schedule 13E-3, the Company Parent shall (i) establish a record date for determining shareholders of the Company use reasonable efforts to whom the Schedule 13E-3 will be mailed or distributed (the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause any Parent ADSs to be mailed or distributed issued in connection with the Schedule 13E-3 Merger to the holders be approved for listing on The New York Stock Exchange, such listing to be subject to official notice of Shares, including Shares represented by ADSs, as of the Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS Holdersissuance.

Additional Agreements. Section 7.1 6.01 Preparation of the Form S-4, Proxy Statement and Schedule 13E-3; Company Stockholders Meeting. (a) As soon promptly as reasonably practicable following after the date hereof but in any event within twenty (20) Business Days after the date hereof, the Company, Parent and Merger Sub Company shall jointly use reasonable best efforts to prepare and cause to be filed with the SEC a Rule 13e-3 transaction proxy statement on Schedule 13E-3 to be sent to the stockholders of the Company relating to the Company Stockholders Meeting (such together with any amendments or supplements thereto, the “Proxy Statement”) and Parent shall prepare and cause to be filed with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus, and the Schedule 13E-3, and Parent and the Company shall use their respective reasonable best efforts to have the Form S-4 declared effective under the Securities Act as amended or supplemented, being referred to herein promptly as the “Schedule 13E-3”)reasonably practicable after such filing. Each of the CompanyCompany and Parent shall furnish all information concerning such Person and its Affiliates to the other, Parent and Merger Sub shall use its reasonable best efforts to ensure that provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4, the Schedule 13E-3 complies in all material respects with the requirements of the Exchange Act and the rules Proxy Statement, and regulations promulgated thereunderthe Form S-4, the Schedule 13E-3 and the Proxy Statement shall consider in good faith the inclusion of all information reasonably requested by such other party to be included therein. Each of the CompanyCompany and Parent shall promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4, the Schedule 13E-3 or the Proxy Statement and shall provide the other with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. Each of the Company and Parent and Merger Sub shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments of from the SEC with respect to the Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to the Company in the preparationForm S-4, filing, and mailing/distribution of the Schedule 13E-3 and or the resolution of comments from Proxy Statement. Notwithstanding the SEC. Upon its receipt of any comments from the staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3foregoing, the Company shall promptly notify Parent and Merger Sub, and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the staff of the SEC, on the other hand. Prior prior to filing the Form S-4 or the Schedule 13E-3 (or any amendment or supplement thereto) or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of the Company and Parent (i) shall provide Parent and Merger Sub with the other a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response; and ), (ii) shall consider in good faith the inclusion in such document or response all additions, deletions or changes comments reasonably proposed by Parent the other and (iii) shall not file or mail such document or respond to the SEC prior to receiving the approval of the other, which approval shall not be unreasonably withheld, conditioned or delayed, but, in good faitheach case, provided, however, that nothing in this Section 7.1 the foregoing shall limit or preclude the Board or the Special Committee from effecting not apply to any document relating to a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company 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) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosure. (b) Each of the CompanyCompany and Parent shall advise the other, Parent and 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 Merger Sub shall promptly furnish all information concerning such party to the others as may be reasonably requested Consideration for offering or sale in connection with the preparation, filingany jurisdiction, and mailing/distribution each of the Schedule 13E-3 Company and Parent shall use its reasonable best efforts to have any such stop order or any other documents filed suspension lifted, reversed or to be filed with the SEC in connection with the Transactionsotherwise terminated. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or Parent shall also take any other documents filed or action (other than qualifying to be filed with the SEC do business in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement theretojurisdiction in which it is not now so qualified) are mailed to the shareholders of the Company, contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances taken under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, any applicable state securities or “blue sky” laws and any other applicable Laws the rules and that all information supplied by such party for inclusion or incorporation by reference regulations thereunder in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make connection with the statements made, in the light of the circumstances under which they were made, not misleading. Transactions. (b) If at any time prior to the Effective Time, any event or circumstance relating occurs with respect to Parent, Merger Sub or any change occurs with respect to other information supplied by Parent for inclusion in the Proxy Statement, the Form S-4 or the CompanySchedule 13E-3, or their respective Affiliates, officers or directors, should which is required to be discovered that should be set forth described in an amendment of, or a supplement to, the Proxy Statement, the Form S-4 or the Schedule 13E-3, Parent shall promptly notify the Company 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 Proxy Statement, the Form S-4 or the Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state a material fact required to be made thereinand, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, the party discovering such event or circumstance shall promptly inform the other parties and an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC and disseminated to the shareholders of the Company to the extent as required by Law; provided that prior to such filing, in disseminating the Company and Parent, as the case may be, shall consult with each other with respect to information contained in such amendment or supplement and supplement. Nothing in this Section 6.01(b) shall afford limit the other obligations of any party and their Representatives a reasonable opportunity to comment thereonunder Section 6.01(a). (c) As soon as reasonably practicable after If prior to the SEC staff confirms that it has no further comments on 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, the Form S-4 or the Schedule 13E-3, which is required to be described in an amendment of, or a supplement to, the Proxy Statement, the Form S-4 or the Schedule 13E-3, 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 Proxy Statement, the Form S-4 or the Schedule 13E-3 and, as required by Law, in disseminating the information contained in such amendment or supplement. Nothing in this Section 6.01(c) shall limit the obligations of any party under Section 6.01(a). (d) The Company shall, as soon as reasonably practicable following the date of this Agreement, duly call, give notice of, convene and hold the Company Stockholders Meeting for the sole purposes of seeking the Company Requisite Stockholder Approvals, considering and voting (on a non-advisory basis) upon specified compensation that may become payable to certain of the Company’s executive officers (if required), considering and voting upon a proposal to adjourn the Company Stockholders Meeting from time to time to a later date, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Company Stockholders Meeting to obtain the Company Requisite Stockholder Approvals, and transacting such other business as may properly come before the Company Stockholders Meeting or any adjournment or postponement of the Company Stockholders Meeting. The Company shall use its reasonable best efforts to (i) establish cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Form S-4 is declared effective under the Securities Act and to hold the Company Stockholders Meeting as soon as reasonably practicable after the Form S-4 becomes effective and (ii) subject to a record Change in Recommendation, solicit the Company Requisite Stockholder Approvals. The Company shall, through the Company Board and the Special Committee, recommend to its stockholders that they give the Company Requisite Stockholder Approvals and shall include such recommendation in the Proxy Statement, except to the extent that the Company Board or Special Committee shall have made a Change in Recommendation as permitted by Section 5.02(f) or Section 5.02(g). If on a date for determining shareholders which the Company Stockholders Meeting is scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Requisite Stockholder Approvals, whether or not a quorum is present, the Company shall have the right (but not the obligation) to make one or more successive postponements or adjournments of the Company to whom the Schedule 13E-3 will be mailed Stockholders Meeting, provided that (excluding any adjournments or distributed (the “Record Date”) and shall not change such Record Date unless postponements required to do so by applicable Law; ) the Company Stockholders Meeting is not postponed or adjourned to a date that is more than thirty (30) days after the date for which the Company Stockholders Meeting was originally scheduled (excluding any adjournments or postponements required by applicable Law). The Company agrees that its obligations pursuant to this Section 6.01 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Acquisition Proposal, by the making of any Change in Recommendation or by the occurrence of an Intervening Event. Notwithstanding the foregoing, the Company may adjourn or postpone the Company Stockholders Meeting from time to time (i) with the consent of Parent (not to be unreasonably withheld, conditioned or delayed) or (ii) mail if the Company determines an amendment or distribute or cause to be mailed or distributed the Schedule 13E-3 supplement to the holders of Shares, including Shares represented Proxy Statement is required by ADSs, as of applicable Law (in which case the Record Date; and (iii) instruct Company Stockholders Meeting shall be adjourned to ensure the Depositary amendment or supplement is provided to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS HoldersCompany’s stockholders).

Additional Agreements. Section 7.1 Schedule 13E-36.1. Preparation of the Form S-4 and the Joint Proxy Statement/Prospectus; Stockholders Meetings. (a) As soon as reasonably practicable following the date hereof but in any event within twenty (20) Business Days after of this Agreement, Amedisys and OPCH shall prepare the date hereofForm S-4 and the Joint Proxy Statement/Prospectus, and OPCH shall file the CompanyForm S-4, Parent and Merger Sub which shall jointly prepare and cause to be filed include the Joint Proxy Statement/Prospectus as a prospectus, with the SEC SEC. The parties shall consult each other in connection with setting a Rule 13e-3 transaction statement on Schedule 13E-3 (such Schedule 13E-3, as amended or supplemented, being referred preliminary record date for each of the Amedisys Stockholders Meeting and the OPCH Shareholders Meeting and shall commence broker searches pursuant to herein as Section 14a-13 of the “Schedule 13E-3”)Exchange Act in connection therewith. Each of the Company, Parent Amedisys and Merger Sub OPCH shall use its reasonable best efforts to ensure that have the Schedule 13E-3 complies in all material respects with Form S-4 declared effective under the requirements Securities Act as promptly as practicable after such filing. Amedisys and OPCH shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the Exchange Act and the rules and regulations promulgated thereunder. Each other party of the Companyany oral comments, Parent and Merger Sub shall use its reasonable best efforts to respond promptly to any comments of the SEC with respect to the Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to Form S-4 or the Company in the preparation, filing, and mailingJoint Proxy Statement/distribution of the Schedule 13E-3 and the resolution of comments Prospectus received from the SEC. Upon its receipt of any comments from the staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3, the Company OPCH and Amedisys shall promptly notify Parent cooperate and Merger Sub, and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the staff of the SEC, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub parties with a reasonable opportunity to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company 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) the Schedule 13E-3 or any amendment or supplement thereto, to the Form S-4 or any comments thereon or another the Joint Proxy Statement/Prospectus prior to filing by the Company such with the SEC. No filing of, or amendment or supplement to, the Form S-4 will be made by OPCH, and no filing of, or amendment or supplement to, the Joint Proxy Statement/Prospectus will be made by OPCH or Amedisys, in each case without providing the other with a reasonable opportunity to review and comment (which comments shall be considered by the applicable party in good faith) thereon if reasonably practicable; provided that with respect to such disclosure. (b) Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing, and mailing/distribution of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, by a party that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation are incorporated by reference in the Schedule 13E-3 Form S-4 or any the Joint Proxy Statement/Prospectus, this right of review and comment shall apply only with respect to information relating to the other documents filed party or its business, financial condition or results of operations, or the combined entity or the transactions contemplated hereby; and provided, further, that this review and comment right shall not apply with respect to information relating to an Amedisys Recommendation Change or an OPCH Recommendation Change. Amedisys shall use reasonable best efforts to cause the Joint Proxy Statement to be filed with mailed to Amedisys’s stockholders, and OPCH shall use reasonable best efforts to cause the SEC Joint Proxy Statement/Prospectus to be mailed to OPCH’s stockholders, in connection with each case as promptly as practicable after the TransactionsForm S-4 is declared effective under the Securities Act. Each party shall advise the other parties, willpromptly after it receives notice thereof, as of the time such documents (when the Form S-4 has become effective, of the time when any supplement or any amendment thereof or supplement thereto) are mailed to the shareholders Form S-4 has been filed, of the Company, contain issuance of any untrue statement of a material factstop order with respect to the Form S-4, or omit to state a material fact required to be made therein, or necessary in order to make of any request by the statements made, in the light SEC for amendment of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub Form S-4 or the Joint Proxy Statement/Prospectus or comments on the Form S-4 or the Joint Proxy Statement/Prospectus and the Company further agrees that all documents that such party is responsible for filing with responses thereto or requests by the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all for additional information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleadingrelating thereto. If at any time prior to the Effective Time, Time any event or circumstance information relating to ParentAmedisys, Merger Sub OPCH or the Company, or any of their respective Affiliatesaffiliates, officers or directors, should be discovered by Amedisys or OPCH that should be set forth in an amendment or a supplement to any of the Schedule 13E-3 Form S-4 or the Joint Proxy Statement/Prospectus so that any such document would not include any misstatement of a material fact or omit to state a any material fact required to be made therein, or necessary in order to make the statements madetherein, in the light of the circumstances under which they were made, not misleading, the party discovering that discovers such event or circumstance information shall promptly inform notify the other parties party and an appropriate amendment or supplement describing such event or circumstance information shall be promptly filed with the SEC and disseminated to the shareholders of the Company and, to the extent required by Applicable Law; provided , disseminated to the stockholders of Amedisys and OPCH. (b) Amedisys shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the “Amedisys Stockholders Meeting”) in accordance with the DGCL and the rules of the NASDAQ for the purpose of obtaining the Amedisys Stockholder Approval and shall, subject to the provisions of Section 5.2(b) and Section 5.2(d), through its Board of Directors, recommend to its stockholders the adoption of this Agreement. Amedisys may only postpone or adjourn the Amedisys Stockholders Meeting (i) to solicit additional proxies for the purpose of obtaining the Amedisys Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Amedisys has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Amedisys prior to such filing, the Company and Parent, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereonAmedisys Stockholders Meeting. (c) As OPCH shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the “OPCH Stockholders Meeting”) in accordance with the DGCL and the rules of the NASDAQ for the purpose of obtaining the OPCH Stockholder Approvals and shall, subject to the provisions of Section 5.3(b) and Section 5.3(d), through its Board of Directors, recommend to its stockholders the approval of the OPCH Share Issuance and the adoption of the OPCH Charter Amendment. OPCH may only postpone or adjourn the OPCH Stockholders Meeting (i) to solicit additional proxies for the purpose of obtaining the OPCH Stockholder Approvals, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that OPCH has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of OPCH prior to the OPCH Stockholders Meeting. (d) Amedisys and OPCH shall use reasonable best efforts to hold the Amedisys Stockholders Meeting and the OPCH Stockholders Meeting on the same date and as soon as reasonably practicable after the SEC staff confirms that it has no further comments on date of this Agreement. (e) Subject to the Schedule 13E-3terms and conditions of this Agreement, the Company including Section 5.2 and Section 5.3, Amedisys and OPCH shall use reasonable best efforts to (i) establish a record date for determining shareholders solicit from Amedisys’s stockholders (in the case of Amedisys) and OPCH’s stockholders (in the case of OPCH) proxies in favor of the Company to whom Amedisys Stockholder Approval and the Schedule 13E-3 will be mailed or distributed (the “Record Date”) OPCH Stockholder Approvals, respectively, and shall not change such Record Date unless required to do so by applicable Law; (ii) mail take all other action necessary or distribute or cause advisable to secure the Amedisys Stockholder Approval and the OPCH Stockholder Approvals, respectively. (f) The only matters to be mailed or distributed voted upon at each of the Schedule 13E-3 Amedisys Stockholders Meeting and the OPCH Stockholders Meeting are (i) the Merger, in the case of the Amedisys Stockholders Meeting, and the OPCH Share Issuance and the OPCH Charter Amendment, in the case of the OPCH Stockholders Meeting, (ii) compensatory arrangements between Amedisys and its executive officers relating to the holders of SharesMerger (on a non-binding, including Shares represented by ADSsadvisory basis), as in the case of the Record Date; Amedisys Stockholders Meeting, and (iii) instruct any adjournment or postponement of the Depositary Amedisys Stockholders Meeting or the OPCH Stockholders Meeting, as applicable, for a reasonable period to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) solicit additional proxies, if deemed necessary by Amedisys or OPCH, respectively, and (Biv) provide any other matters that are (I) required by Applicable Law or the Schedule 13E-3 Bylaws of OPCH or Amedisys, as applicable, or (II) if so desired and mutually agreed on, of the type customarily brought before a meeting of stockholders in connection with approval of this Agreement and the transactions contemplated by this Agreement. (g) Without limiting the generality of the foregoing, (i) OPCH agrees that its obligations pursuant to this Section 6.1 to hold the OPCH Stockholders Meeting shall not be affected by the commencement, public proposal, public disclosure or communication to OPCH or any other person of any OPCH Alternative Transaction or the making of an OPCH Recommendation Change and (ii) Amedisys agrees that its obligations pursuant to this Section 6.1 to hold the Amedisys Stockholders Meeting shall not be affected by the commencement, public proposal, public disclosure or communication to Amedisys or any other person of any Amedisys Alternative Transaction or the making of an Amedisys Recommendation Change. (h) Each of Amedisys and OPCH agrees that none of the information supplied or to be supplied by such party (or its subsidiaries) 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, and 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 in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, or (ii) the Joint Proxy Statement/Prospectus will, at the date it is first mailed to OPCH's or Amedisys's stockholders or at the time of the OPCH Stockholders Meeting or the Amedisys 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. Each of Amedisys and OPCH will cause the Form S-4 and the Joint Proxy Statement/Prospectus to comply as to form in all Record ADS Holdersmaterial respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, no covenant is made by either Amedisys or OPCH with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the other party (or its subsidiaries) for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement/Prospectus.

Additional Agreements. Section 7.1 Schedule 13E-3.Promptly following the execution of this Agreement, BHGE, BHGE LLC and GE shall, or shall cause one or more of their respective Affiliates to, as applicable, enter into the following form agreements and amendments: (a) As soon the transition services agreement in respect of certain services to be provided among Affiliates of GE and BHGE and its Affiliates in the form attached hereto as reasonably practicable following the date hereof but in any event within twenty Exhibit A (20) Business Days after the date hereofincluding, as exhibits thereto, among others, the CompanyLitigation Hold Letter attached hereto as Exhibit M, Parent the “Transition Services Agreement”); (b) the Second Amendment and Merger Sub shall jointly prepare Restatement of the Promissory Note in the form attached hereto as Exhibit B amending and cause restating that certain Amended and Restated Promissory Note, dated as of October 26, 2017, between an Affiliate of GE and BHGE (the “Annex Note”); (c) an amendment in the form attached hereto as Exhibit C, amending that certain Amended and Restated Intercompany Services Agreement, dated as of November 13, 2018, between GE and BHGE LLC (as amended, the “A&R ISA”); (d) an amendment in the form attached hereto as Exhibit D, amending that certain Amended and Restated Intellectual Property Cross License Agreement, dated as of November 13, 2018, between GE and BHGE LLC; (e) an amendment to be filed with the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 GE Digital Master Products and Services Agreement, in the form attached hereto as Exhibit E, amending that certain Amended and Restated GE Digital Master Products and Services Agreement, dated as of November 13, 2018, between GE and BHGE LLC (such Schedule 13E-3the “A&R MPSA Amendment”); (f) the asset purchase agreement between Affiliates of BHGE and GE in respect of certain digital assets, in the form attached hereto as Exhibit F (including, as amended or supplementedexhibits thereto, being referred to herein among others, the A&R MPSA Amendment attached hereto as Exhibit E and the GED Referral Agreement attached hereto as Exhibit G); (g) the GE Digital referral agreement in the form attached hereto as Exhibit G (the “Schedule 13E-3GED Referral Agreement”). Each ; (h) an agreement for the supply of TM2500 aeroderivative units to BHGE and its Affiliates on the Company, Parent terms and Merger Sub shall use its reasonable best efforts to ensure that the Schedule 13E-3 complies in 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 Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to the Company pricing in the preparation, filing, and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3, the Company shall promptly notify Parent and Merger Sub, and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the staff of the SEC, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company form attached hereto as Exhibit H; (i) shall provide Parent the Purchase Order Modification Agreement between GE and Merger Sub with BHGE LLC in respect of certain matters related to the purchase orders in respect of the launch customer order for LM9000 aeroderivative gas turbine units in the form attached hereto as Exhibit I; (j) the Bridge Supply and Technology Development Agreement between GE and BHGE LLC in the form attached hereto as Exhibit J (the “Bridge STDA”); (k) a reasonable opportunity to review Side Letter, in the form attached hereto as Exhibit K, between Affiliates of GE and comment on such document or response; BHGE, which supplements both (i) that certain Supply and Technology Development Agreement, dated as of November 13, 2018, between Affiliates of GE and BHGE, and (ii) the Bridge STDA; (l) the Joint Ownership Agreement, in the form attached hereto as Exhibit P, between GE and BHGE LLC, relating to joint ownership of certain intellectual property; (m) a Side Letter, in the form attached hereto as Exhibit M, between GE and BHGE LLC, relating to certain litigation matters (the “Litigation Hold Letter”) (and the Parties shall consider work together in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude to secure the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company 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) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing execution thereof by the Company with the SEC, with respect to such disclosure.additional counterparty identified therein); 8 (bn) Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing, and mailing/distribution of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the shareholders of the Company, contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements madeSide Letter, in the light form attached hereto as Exhibit N, between GE and BHGE LLC, in respect of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time, any event or circumstance relating to Parent, Merger Sub or the Company, or their respective Affiliates, officers or directors, should be discovered that should be set forth in an amendment or a supplement to the Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, the party discovering such event or circumstance shall promptly inform the other parties and an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC and disseminated to the shareholders of the Company to the extent required by Law; provided that prior to such filing, the Company and Parent, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereon. (c) As soon as reasonably practicable after the SEC staff confirms that it has no further comments on the Schedule 13E-3, the Company shall (i) establish a record date for determining shareholders of the Company to whom the Schedule 13E-3 will be mailed or distributed Poland Transfer (the “Record DatePoland Side Letter”); (o) an amendment in the form attached hereto as Exhibit O, amending that certain Amended and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 to the holders of SharesRestated Registration Rights Agreement, including Shares represented by ADSs, dated as of the Record Date; July 7, 2017, between GE and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed BHGE (the “Record ADS HoldersA&R Registration Rights Agreement”); and (p) an amendment in the form attached hereto as Exhibit P, amending that certain GE Global Employee Services Agreement, dated as of July 3, 2017, as amended on May 24, 2018, between GE and (B) provide the Schedule 13E-3 to all Record ADS HoldersBHGE LLC.

Additional Agreements. Section 7.1 Schedule 13E-36.1 Form S-4; Joint Proxy Statement/Prospectus; NYSE Listing. (a) As soon promptly as reasonably practicable following the date hereof but in any event within twenty of this Agreement, (20i) Business Days after the date hereof, the Company, Parent Montage and Merger Sub Marigold shall jointly prepare the Joint Proxy Statement/Prospectus in preliminary form and cause to be filed (ii) Montage shall prepare and New Holdco shall file with the SEC a Rule 13e-3 transaction statement Registration Statement on Schedule 13E-3 Form S-4 which shall include the Joint Proxy Statement/Prospectus (such Schedule 13E-3together with all amendments thereto, as amended or supplemented, being referred to herein as the “Schedule 13E-3Form S-4”) (in which the Joint Proxy Statement/Prospectus will be included as a prospectus) relating to the registration of the shares of New Holdco Voting Common Stock issued to Marigold Shareholders pursuant to the Second Merger and, if required, the shares of New Holdco Voting Common Stock and New Holdco Non-Voting Common Stock issued to the Montage Shareholders pursuant to the First Merger (and, in each case, shares of New Holdco Non-Voting Common Stock and New Holdco Voting Common Stock issuable upon conversion thereof). Each of the Company, Parent The Joint Proxy Statement/Prospectus and Merger Sub Form S-4 shall use its reasonable best efforts comply as to ensure that the Schedule 13E-3 complies form in all material respects with the requirements applicable provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. thereunder and other applicable Law. (b) Each of the Company, Parent Marigold and Merger Sub Montage shall use its reasonable best efforts to respond have the Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and keep the Form S-4 effective for so long as necessary to any comments consummate the Mergers. Each of Montage and Marigold shall promptly furnish all information concerning it or its shareholders to the other, and provide such other assistance, in each case, as may be reasonably requested in connection with the preparation, filing and distribution of the SEC Form S-4 and the Joint Proxy Statement/Prospectus. Each of Montage and Marigold shall, as promptly as practicable after the receipt thereof, provide the other party with copies of any written comments and advise the other party of any oral comments with respect to the Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to the Company in the preparation, filing, and mailingJoint Proxy Statement/distribution of the Schedule 13E-3 Prospectus and the resolution of comments Form S-4 received by such party from the SEC. Upon its receipt of any comments from the staff of the SEC or , including any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3, Joint Proxy Statement/Prospectus and the Company shall promptly notify Parent and Merger SubForm S-4, and shall provide Parent the other with copies of all correspondence between the Company it and its representativesRepresentatives, on the one hand, and the staff of the SEC, on the other hand. Prior Notwithstanding the foregoing, prior to filing the Schedule 13E-3 Form S-4 (or including any amendment or supplement amendments and supplements thereto) or mailing the Joint Proxy Statement/Prospectus or responding to any comments of the SEC with respect thereto, the Company each of Montage and Marigold (i) shall provide Parent and Merger Sub the other with a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response; ) and (ii) shall consider give due consideration to including in good faith all additions, deletions such document or changes response any comments reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company 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) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosure. (b) Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing, and mailing/distribution of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactionsother. Each of ParentMontage and Marigold shall advise the other, Merger Sub and the Company agreespromptly after receipt of notice thereof, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the shareholders of effectiveness of the CompanyForm S-4, contain the issuance of any untrue statement stop order relating thereto or the suspension of a material factthe qualification of shares of New Holdco Voting Common Stock or New Holdco Non-Voting Common Stock for offering or sale in any jurisdiction, and each of Montage and Marigold shall use its reasonable best efforts to have any such stop order or omit suspension lifted, reversed or otherwise terminated. New Holdco Montage and Marigold shall use reasonable best efforts to state a material fact take any other action required to be made therein, or necessary in order to make the statements made, in the light of the circumstances taken under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the IBCA, the VSCA and any other the rules of the NYSE, in connection with the filing and distribution of the Joint Proxy Statement/Prospectus and the Form S-4, and the solicitation of proxies from Montage Shareholders or Marigold Shareholders, as the case may be, thereunder. (c) Each of New Holdco and Montage shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable under applicable Laws and rules and policies of the NYSE and the SEC to enable the listing of shares of New Holdco Voting Common Stock on the NYSE no later than the First Merger Effective Time, subject to official notice of issuance. Each of New Holdco and Montage shall also use its reasonable best efforts to obtain all necessary state securities Law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement (provided that in no event shall New Holdco or Montage be required to qualify to do business in any jurisdiction in which it is not now so qualified or file a general consent to service of process). (d) Each of Montage and Marigold shall, upon request, furnish to the other all information supplied concerning itself, its Subsidiaries, directors, officers and (to the extent reasonably available to the applicable party) shareholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by such party for or on behalf of Montage, Marigold or any of their respective Subsidiaries to the NYSE or any Governmental Entity (including the Form S-4 and the Joint Proxy Statement/Prospectus) in connection with the Mergers and the other transactions contemplated by this Agreement. In addition, Marigold will use its reasonable best efforts to (i) provide interim financial statements of Marigold and the Marigold Subsidiaries (including footnotes) that are required by the Securities Act to be included in the Form S-4 that have been reviewed by Marigold’s independent registered public accounting firm, (ii) provide management’s discussion and analysis of interim and annual consolidated financial statements, (iii) cause Marigold’s independent registered public accounting firm to consent to the inclusion or incorporation by reference of the audit reports on the annual audited consolidated financial statements of Marigold included in such document will not contain any untrue statement of a material factthe Form S-4, or omit and (iv) provide information concerning Marigold necessary to state a material fact enable Montage and Marigold to prepare required to be made therein, or necessary in order to make the pro forma financial statements madeand related footnotes, in each case, to the light extent reasonably necessary to permit Montage to prepare the Form S-4. Notwithstanding the foregoing and except as required by applicable Law, neither party shall furnish any information that is the subject of any confidentiality agreement with any third party (provided that the circumstances under which they were made, withholding party shall use reasonable best efforts to obtain the required consent of such third party with respect to furnishing such information) or subject to any attorney client privilege (provided that the withholding party shall use reasonable best efforts to permit the furnishing of such information in a manner that does not misleading. result in loss or waiver of privilege). (e) If at any time prior to the Effective time that the Required Montage Vote is obtained (the “Montage Approval Time”) and the time that the Required Marigold Vote is obtained (the “Marigold Approval Time”), any event or circumstance information relating to Parent, Merger Sub Marigold or the CompanyMontage, or any of their respective Affiliates, officers or directors, should be discovered by Marigold or Montage that should be set forth in an amendment or a supplement to either of the Schedule 13E-3 Form S-4 or the Joint Proxy Statement/Prospectus, so that either of such document documents would not include any misstatement of a material fact or omit to state a any material fact required to be made therein, or necessary in order to make the statements madetherein, in the light of the circumstances under which they were made, not misleading, the party discovering that discovers such event or circumstance information shall promptly inform notify the other parties hereto and an appropriate amendment or supplement describing such event or circumstance information shall promptly be promptly prepared and filed with the SEC and and, to the extent required under applicable Law, disseminated to the shareholders of the Company to the extent required by Law; provided that prior to such filing, the Company Marigold and Parent, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereonMontage. (c) As soon as reasonably practicable after the SEC staff confirms that it has no further comments on the Schedule 13E-3, the Company shall (i) establish a record date for determining shareholders of the Company to whom the Schedule 13E-3 will be mailed or distributed (the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 to the holders of Shares, including Shares represented by ADSs, as of the Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS Holders.

Additional Agreements. Section 7.1 Schedule 13E-3Preparation of the Form S-4 and the Proxy Statement/Prospectus; Stockholders Meetings. (a) Prior to the mailing of the Joint Proxy Statement/Prospectus, the Planet Board (subject to the final determination of the Final Charter Amendment in accordance with Section 1.5(b)) shall (A) approve and declare advisable the Final Charter Amendment (including the Planet Charter Amendment), and (B) resolve to recommend the approval of the Final Charter Amendment (including the Planet Charter Amendment) to the stockholders of Planet, on the terms and subject to the conditions set forth in this Agreement, and direct that the Final Charter Amendment (including the Planet Charter Amendment) be submitted to the stockholders of Planet for approval at the Planet Stockholders Meeting, and, except to the extent expressly permitted pursuant to Section 6.2(a) and Section 6.2(b), Planet shall not rescind, modify or withdraw such resolutions. (b) As soon promptly as reasonably practicable following the date hereof but of this Agreement, Planet and Lightspeed shall prepare the Proxy Statement/Prospectus in any event within twenty (20) Business Days after the date hereofpreliminary form, the Company, Parent and Merger Sub Planet shall jointly prepare and cause to be filed file with the SEC the Form S-4, in which the Proxy Statement/Prospectus shall be included as a Rule 13e-3 transaction statement on Schedule 13E-3 (such Schedule 13E-3, as amended or supplemented, being referred to herein as prospectus. Lightspeed and Planet shall cooperate with each other in the “Schedule 13E-3”). Each preparation of the CompanyForm S-4 and the Proxy Statement/Prospectus and shall furnish to the other all information reasonably requested by the other for inclusion therein. Lightspeed and Planet shall each be (or shall cause one or more of their respective Subsidiaries to be) responsible for the payment of fifty percent (50%) of all fees and expenses (other than the fees and expenses of each party’s attorneys and accountants, Parent which shall be borne by the party incurring such expenses) incurred by the parties in connection with the preparation of the Form S-4, and Merger Sub any and all amendments and supplements thereto, and its filing with the SEC and the mailing of the Proxy Statement/Prospectus. Lightspeed and Planet shall use its reasonable best efforts to ensure that have the Schedule 13E-3 complies in all material respects with Form S-4 declared effective under the requirements of Securities Act as promptly as practicable after such filing and to keep the Exchange Act and Form S-4 effective so long as necessary to consummate the rules and regulations promulgated thereunderMergers. Each of Planet and Lightspeed shall, as promptly as practicable after receipt thereof, provide to the Company, Parent other copies of any written comments and Merger Sub shall use its reasonable best efforts to respond promptly to summaries of any oral comments of the SEC with respect to the Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to the Company in the preparation, filing, and mailingProxy Statement/distribution of the Schedule 13E-3 and the resolution of comments Prospectus received from the SEC. Upon its receipt of any comments from the staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3, the Company shall promptly notify Parent and Merger Sub, and shall provide Parent with copies of all correspondence between the Company and its representatives, coordinate on the one hand, and the staff preparation of the SEC, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC written responses with respect thereto, the Company (i) . Lightspeed and Planet shall provide Parent cooperate and Merger Sub with each have a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 prior to filing such document amendment or response; supplement with the SEC, and (ii) shall consider in good faith with a copy of all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude such filings made with the Board or the Special Committee from effecting a Change in Company RecommendationSEC. Notwithstanding anything any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Lightspeed and subject to compliance with the terms of Section 6.2(e)Planet, in connection with any disclosure regarding a Change in Company Recommendation, the Company which approval shall not be required to provide Parent unreasonably withheld, conditioned or Merger Sub with the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) the Schedule 13E-3 or any amendment or supplement theretodelayed; provided, or any comments thereon or another filing by the Company with the SEC, that with respect to such disclosure. (b) Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing, and mailing/distribution of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, by a party that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation are incorporated by reference in the Schedule 13E-3 Form S-4 or any Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other documents filed party or its business, financial condition or results of operations, or the combined entity; and provided, further, that this approval right shall not apply with respect to information relating to a Board Recommendation Change. (c) Each of Planet and Lightspeed shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be filed with mailed to their respective stockholders as promptly as practicable after the SEC in connection with Form S-4 is declared effective under the TransactionsSecurities Act. Each party shall advise each other party promptly after it receives notice thereof, will, as of the time such documents (when the Form S-4 has become effective or any supplement or amendment thereof has been filed, the issuance of any stop order, or supplement thereto) are mailed to any request by the shareholders SEC for amendment of the Company, contain any untrue statement of a material fact, Proxy Statement/Prospectus or omit to state a material fact required to be made therein, the Form S-4 or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub comments thereon and the Company further agrees that all documents that such party is responsible for filing with responses thereto or requests by the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleadingadditional information. If at any time prior to the First Effective Time, Time any event or circumstance information relating to ParentLightspeed, Merger Sub Planet or the Company, or any of their respective Affiliates, officers or directors, should be discovered by Lightspeed or Planet that should be set forth in an amendment or a supplement to any of the Schedule 13E-3 Form S-4 or the Proxy Statement/Prospectus, so that any of such document documents would not include any misstatement of a material fact or omit to state a any material fact required to be made therein, or necessary in order to make the statements madetherein, in the light of the circumstances under which they were made, not misleading, the party discovering which discovers such event or circumstance information shall promptly inform notify the other parties hereto and an appropriate amendment or supplement describing such event or circumstance information shall be promptly filed with the SEC and disseminated to the shareholders of the Company and, to the extent required by Applicable Law; provided that prior , disseminated to such filing, the Company stockholders of Planet and Parent, as the case may be, shall consult Lightspeed. The foregoing actions are subject to compliance with each other with respect to such amendment or supplement Applicable Law and shall afford the other party and their Representatives a reasonable opportunity to comment thereonterms of this Agreement. (cd) As soon as reasonably practicable after the SEC staff confirms that it has no further comments on the Schedule 13E-3, the Company Lightspeed shall (i) establish a record date for determining shareholders a meeting of the Company its stockholders to whom the Schedule 13E-3 will be mailed or distributed held (the “Record DateLightspeed Stockholders Meeting”) as promptly as practicable after the Form S-4 is declared effective under the Securities Act, in accordance with Applicable Law, the Lightspeed Bylaws and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 Lightspeed Charter, and duly give notice of, convene and hold the Lightspeed Stockholders Meeting in accordance with the DGCL for the purpose of obtaining the Lightspeed Stockholder Approval and shall, subject to the holders provisions of SharesSection 6.3, including Shares represented by ADSsthrough the Lightspeed Board, as of (i) recommend to its stockholders that they adopt and approve this Agreement and the Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed First Merger (the “Record ADS HoldersLightspeed Recommendation”) and (ii) include the Lightspeed Recommendation in the Proxy Statement/Prospectus. Without limiting the generality of the foregoing, Lightspeed agrees that (x) except to the extent specifically permitted in the event of a Lightspeed Recommendation Change by Section 6.3, Lightspeed shall use its reasonable best efforts to solicit proxies to obtain the Lightspeed Stockholder Approval and to take all other action reasonably necessary or advisable to secure the vote or consent of its stockholders required by the rules of the NYSE or Applicable Law to obtain such approval and (y) its obligations pursuant to this Section 7.1 (other than its obligations to make the Lightspeed Recommendation and to solicit proxies in favor of the Lightspeed Stockholder Approval) shall not be affected by the commencement, public proposal, public disclosure or communication to Lightspeed or any other Person of any Lightspeed Alternative Transaction or the occurrence of any Lightspeed Recommendation Change. Lightspeed may only postpone or adjourn the Lightspeed Stockholders Meeting for the absence of a quorum or as contemplated by Section 7.1(f), in each case, other than any adjournments or postponements required by Applicable Law. (e) Planet shall establish a record date for a meeting of its stockholders (the “Planet Stockholders Meeting”) as promptly as practicable after the Form S-4 is declared effective under the Securities Act, in accordance with Applicable Law, the Planet Bylaws and the Planet Charter, and duly give notice of, convene and hold the Planet Stockholders Meeting in accordance with the IBCL for the purpose of obtaining the Planet Stockholder Approval and shall, subject to the provisions of Section 6.2, through the Planet Board, (i) recommend to its stockholders that they approve the Share Issuance and the Final Charter Amendment (including the Planet Charter Amendment) (the “Planet Recommendation”) and (ii) include the Planet Recommendation in the Proxy Statement/Prospectus. Without limiting the generality of the foregoing, Planet agrees that (x) except to the extent specifically permitted in the event of a Planet Recommendation Change by Section 6.2, Planet shall use its reasonable best efforts to solicit proxies to obtain the Planet Stockholder Approval and to take all other action reasonably necessary or advisable to secure the vote or consent of its stockholders required by the rules of Nasdaq or Applicable Law to obtain such approval and (y) its obligations pursuant to this Section 7.1 (other than its obligations to make the Planet Recommendation and to solicit proxies in favor of the Planet Stockholder Approval) shall not be affected by the commencement, public proposal, public disclosure or communication to Planet or any other Person of any Planet Alternative Transaction or the occurrence of any Planet Recommendation Change. Planet may only postpone or adjourn the Planet Stockholders Meeting for the absence of a quorum or as contemplated by Section 7.1(f), in each case, other than any adjournments or postponements required by Applicable Law. (f) Lightspeed and Planet shall cooperate and use reasonable best efforts to schedule and convene the Lightspeed Stockholders Meeting and the Planet Stockholders Meeting on the same date and at the same time. Each of Lightspeed and Planet agrees (i) to provide the other reasonably detailed periodic updates concerning proxy solicitation results on a timely basis (including, if requested, promptly providing daily voting reports in the last ten (10) days prior to the applicable stockholder meeting) and (ii) to give written notice to the other party one (1) day prior to the Lightspeed Stockholders Meeting or the Planet Stockholders Meeting, as applicable, and on the day of, but prior to the Lightspeed Stockholders Meeting or the Planet Stockholders Meeting, as applicable, indicating whether as of such date proxies sufficient to obtain Lightspeed Stockholder Approval or proxies sufficient to obtain Planet Stockholder Approval, as applicable, have been obtained. Notwithstanding the foregoing, if, on a date that is two (2) Business Days prior to the date the Lightspeed Stockholders Meeting or the Planet Stockholders Meeting, as applicable, is scheduled (in either case, the “Original Date”), (A) Lightspeed or Planet, as applicable, has not received proxies sufficient to obtain Lightspeed Stockholder Approval or sufficient to obtain Planet Stockholder Approval, as applicable, whether or not a quorum is present, or (B) provide it is necessary to ensure that any supplement or amendment to the Schedule 13E-3 Proxy Statement/Prospectus is required to all Record ADS Holdersbe delivered, Lightspeed may, or if Planet so requests, shall, or Planet may, or if Lightspeed so requests, shall, postpone or adjourn, or make one or more successive postponements or adjournments of, the Lightspeed Stockholders Meeting or the Planet Stockholders Meeting, as applicable (in the case of clause (A), in order to solicit additional proxies), as long as the date of the Lightspeed Stockholders Meeting or the Planet Stockholders Meeting, as applicable, is not postponed or adjourned more than ten (10) Business Days in connection with any one postponement or adjournment or more than an aggregate of twenty (20) Business Days from the Original Date in reliance on this sentence, in each case, excluding any adjournments or postponements required by Applicable Law or any adjournments or postponements consented to in advance in writing by Lightspeed or Planet, as applicable. In the event that Lightspeed or Planet, as applicable, postpones or adjourns the Lightspeed Stockholders Meeting or the Planet Stockholders Meeting, as applicable, the other party may postpone or adjourn its stockholders meeting such that the Lightspeed Stockholders Meeting and the Planet Stockholders Meeting are scheduled on the same date. Notwithstanding anything in this Section 7.1 to the contrary, if the Lightspeed Stockholders Meeting or Planet Stockholders Meeting, as applicable, is convened and there are insufficient votes to obtain the Lightspeed Stockholder Approval or Planet Stockholder Approval, as applicable, Lightspeed and Planet shall each be permitted to adjourn the applicable stockholders meeting and continue to solicit additional proxies in accordance with Applicable Law, the applicable organizational documents of Lightspeed and Planet and the matters submitted in the Lightspeed Stockholder Approval and Planet Stockholder Approval. (g) The only matters to be voted upon at the Lightspeed Stockholders Meeting and the Planet Stockholders Meeting are (i) in the case of the Lightspeed Stockholders Meeting, (A) this Agreement and the First Merger, (B) compensatory arrangements between Lightspeed and its executive officers relating to the Mergers (on a non-binding, advisory basis) (if and as applicable), (C) any adjournment or postponement of the Lightspeed Stockholders Meeting, and (D) any other matters either (1) required by Applicable Law or (2) mutually agreed by Lightspeed and Planet, of the type customarily brought before a meeting of stockholders in connection with approval of this Agreement and the transactions contemplated by this Agreement and (ii) in the case of the Planet Stockholders Meeting, (A) the Share Issuance, (B) the Final Charter Amendment, (C) compensatory arrangements between Planet and its executive officers relating to the Mergers (on a non-binding, advisory basis) (if and as applicable), (D) any adjournment or postponement of the Planet Stockholders Meeting, and (E) any other matters either (1) required by Applicable Law or (2) mutually agreed by Lightspeed and Planet, of the type customarily brought before a meeting of stockholders in connection with approval of this Agreement and the transactions contemplated by this Agreement. (h) Notwithstanding anything to the contrary in this Agreement, (i) notwithstanding any Planet Recommendation Change, Planet shall submit the Share Issuance and the Final Charter Amendment (including the Planet Charter Amendment) to its stockholders for approval at the Planet Stockholders Meeting unless this Agreement is terminated in accordance with this Article IX prior to the Planet Stockholders Meeting and (ii) notwithstanding any Lightspeed Recommendation Change, Lightspeed shall submit this Agreement and the First Merger to its stockholders for approval at the Lightspeed Stockholders Meeting unless this Agreement is terminated in accordance with Article IX prior to the Lightspeed Stockholders Meeting.

Additional Agreements. Section 7.1 Schedule 13E-3. (a) As soon as reasonably practicable following Section 6 of the date hereof but Series E Preferred Shares set forth in any event within twenty (20) Business Days after the date hereof, the Company’s Articles Supplementary dated February 28, Parent and Merger Sub shall jointly prepare and cause to be filed with the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 2017 (such Schedule 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3Articles Supplementary”). Each ) requires certain consents of the Company, Parent and Merger Sub shall use its reasonable best efforts holders with respect to ensure that the Schedule 13E-3 complies in 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 Company actions with respect to the Schedule 13E-3Proposals, the Loan Agreement, including an Unsolicited Cash Offer (as defined in the Loan Agreement) pursuant to Section 3.9 of the Loan Agreement and the StepStone Rights Grant; provided that such consent shall not apply to any issuance of preferred stock of the Company pursuant to Section 3.9 of the Loan Agreement. Each The Stockholders acknowledge and agree that the execution and delivery of Parent and Merger Sub this Agreement by the Stockholders shall provide reasonable assistance and cooperation be deemed such consent by the Stockholders, in their capacity as holders of Company Series E Preferred Shares, provided that such consent shall not apply to any issuance of preferred stock of the Company pursuant to an Unsolicited Cash Offer. (b) The Stockholders hereby waive their preemptive rights that might apply with respect to the Proposals to purchase Company in the preparation, filing, and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the staff of the SEC or any request from the SEC or its staff for amendments or supplements securities granted pursuant to the Schedule 13E-3, the Company shall promptly notify Parent and Merger Sub, and shall provide Parent with copies of all correspondence following agreements between the Company and its representativesthe Stockholders or affiliates of the Stockholders, on the one handSection 3 of that certain Investor Rights and Conversion Agreement dated February 1, 2012, as extended by 3(f) of that certain Agreement dated July 23, 2015, and the staff as further extended by Section 4 of the SECAgreement dated March 16, on the other hand. Prior to filing the Schedule 13E-3 2016 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect theretocollectively, the Company (i) shall provide Parent and Merger Sub with a reasonable opportunity to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith“Investor Agreement”), provided, however, that nothing the foregoing waiver shall in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein no manner restrict Stockholders’ pro rata purchases pursuant to the contraryrights offering contemplated by the Proposals, or purchase rights, if any, granted under the Loan Agreement, or pursuant to an Unsolicited Cash Offer (as defined in the Loan Agreement), and subject provided further, to compliance with the terms extent Lender or its affiliates do not exercise preemptive rights pursuant to Section 4 of Section 6.2(e)that certain Investor Rights Agreement dated March 16, 2016 between the Company and affiliates of Lender in connection with any disclosure regarding a Change in Company Recommendationan Unsolicited Cash Offer, the Company shall not be required to provide Parent or Merger Sub with Stockholders may exercise such unexercised preemptive rights for its own account in the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) the Schedule 13E-3 or any amendment or supplement theretoUnsolicited Cash Offer, or any comments thereon or another filing by it being acknowledged that the Company with the SEC, with respect may grant similar rights to such disclosure. (b) Each exercise unexercised preemptive rights of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party Stockholders to the others as may be reasonably requested in connection with the preparation, filing, and mailing/distribution of the Schedule 13E-3 Lender or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the shareholders of the Company, contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time, any event or circumstance relating to Parent, Merger Sub or the Company, or their respective Affiliates, officers or directors, should be discovered that should be set forth in an amendment or a supplement to the Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, the party discovering such event or circumstance shall promptly inform the other parties and an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC and disseminated to the shareholders of the Company to the extent required by Law; provided that prior to such filing, the Company and Parent, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereon. (c) As soon as reasonably practicable after the SEC staff confirms that it has no further comments on the Schedule 13E-3, the Company shall (i) establish a record date for determining shareholders of the Company to whom the Schedule 13E-3 will be mailed or distributed affiliate (the “Record DateStepStone Rights Grant”) and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 to the holders of Shares, including Shares represented by ADSs, as of the Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS Holders).

Additional Agreements. Section 7.1 Schedule 13E-3. (a) As soon as reasonably practicable Unless the Company or the Board has breached any material provision of this Agreement and failed to cure such breach within five (5) business days following the date hereof but receipt of written notice from the Icahn Group specifying any such breach, solely in any event within twenty connection with the 2024 Annual Meeting, each member of the Icahn Group shall (201) Business Days after cause, in the date hereofcase of all Voting Securities (as defined below) owned of record, the Company, Parent and Merger Sub shall jointly prepare (2) instruct and cause the record owner, in the case of all shares of Voting Securities beneficially owned but not owned of record, directly or indirectly, by it, or by any Icahn Affiliate, in each case as of the record date of the 2024 Annual Meeting or as to which the member of the Icahn Group otherwise has the power to vote or direct the vote, in each case that are entitled to vote at the 2024 Annual Meeting, to be filed with present for quorum purposes and to be voted, at the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 2024 Annual Meeting or at any adjournment or postponement thereof, (such Schedule 13E-3A) for each nominee recommended by the Board for election at the 2024 Annual Meeting, as amended or supplemented(B) against any nominees that are not nominated by the Board for election at the 2024 Annual Meeting, being referred to herein as and (C) in favor of the “Schedule 13E-3”). Each ratification of the Company, Parent and Merger Sub shall use its reasonable best efforts to ensure that the Schedule 13E-3 complies in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder’s auditors. 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 Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to the Company Except as provided in the preparation, filing, foregoing sentence and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3in Section 2(b), the Company shall promptly notify Parent and Merger Sub, and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the staff of the SEC, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable opportunity to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company Recommendation, the Company Icahn Group shall not be required to provide Parent restricted from voting “For,” “Against” or Merger Sub with “Abstaining” from any other proposals at the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosure2024 Annual Meeting. (b) Each Unless the Company or the Board has breached any material provision of this Agreement and failed to cure such breach within five (5) business days following the receipt of written notice from the Icahn Group specifying any such breach, for any annual meeting or special meeting of shareholders subsequent to the 2024 Annual Meeting, if the Board has agreed to nominate the Icahn Designee (or Replacement Designee) then serving on the Board for election at such annual meeting or special meeting and the Icahn Designee have consented to be nominated at such annual meeting or special meeting, each member of the Icahn Group shall (1) cause, in the case of all Voting Securities owned of record, and (2) instruct and cause the record owner, in the case of all shares of Voting Securities beneficially owned but not owned of record, directly or indirectly, by it, or by any Icahn Affiliate, in each case as of the record date of the applicable annual meeting or special meeting or as to which the member of the Icahn Group otherwise has the power to vote or direct the vote, in each case that are entitled to vote at such annual meeting or special meeting, to be present for quorum purposes and to be voted at such annual meeting or special meeting or at any adjournment or postponement thereof, (A) for each director recommended by the Board for election at such annual meeting or special meeting, (B) against any nominees that are not nominated by the Board for election at such annual meeting or special meeting, and (C) in favor of the ratification of the Company’s auditors. Except as provided in the foregoing sentence, Parent and Merger Sub the Icahn Group shall promptly furnish all information concerning such party to the others as may not be reasonably requested in connection with the preparation, filing, and mailing/distribution of the Schedule 13E-3 restricted from voting “For,” “Against” or “Abstaining” from any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the shareholders of the Company, contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. If proposals at any time prior to annual meeting or special meeting following the Effective Time, any event or circumstance relating to Parent, Merger Sub or the Company, or their respective Affiliates, officers or directors, should be discovered that should be set forth in an amendment or a supplement to the Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, the party discovering such event or circumstance shall promptly inform the other parties and an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC and disseminated to the shareholders of the Company to the extent required by Law; provided that prior to such filing, the Company and Parent, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereon2024 Annual Meeting. (c) As soon as reasonably practicable after the SEC staff confirms that it has no further comments on the Schedule 13E-3, the Company shall (i) establish a record date for determining shareholders of the Company to whom the Schedule 13E-3 will be mailed or distributed (the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 to the holders of Shares, including Shares represented by ADSs, as of the Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS Holders.

Additional Agreements. Section 7.1 Schedule 13E-3. (a) As soon as reasonably practicable following Section 6 of the date hereof but Series E Preferred Shares set forth in any event within twenty (20) Business Days after the date hereof, the Company’s Articles Supplementary dated February 28, Parent and Merger Sub shall jointly prepare and cause to be filed with the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 2017 (such Schedule 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3Articles Supplementary”). Each ) requires certain consents of the Company, Parent and Merger Sub shall use its reasonable best efforts holders with respect to ensure that the Schedule 13E-3 complies in 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 Company actions with respect to the Schedule 13E-3Proposals, the Loan Agreement, including an Unsolicited Cash Offer (as defined in the Loan Agreement) pursuant to Section 3.9 of the Loan Agreement and the IRSA Rights Grant. Each The Stockholders acknowledge and agree that the execution and delivery of Parent and Merger Sub this Agreement by the Stockholders shall provide reasonable assistance and cooperation be deemed such consent by the Stockholders, in their capacity as holders of Company Series E Preferred Shares, provided that such consent shall not apply to any issuance of preferred stock of the Company in the preparation, filing, and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the staff of the SEC or any request from the SEC or its staff for amendments or supplements pursuant to the Schedule 13E-3, the Company shall promptly notify Parent and Merger Sub, and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the staff of the SEC, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable opportunity to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company 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) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosurean Unsolicited Cash Offer. (b) Each The Stockholders hereby waive their preemptive rights that might apply with respect to the Proposals to purchase Company securities granted pursuant to Section 4 of that certain Investor Rights Agreement dated March 16, 2016 between the Company and the Stockholders or affiliates of the Stockholders (“Rights Agreement”), provided, however the foregoing waiver shall in no manner restrict Stockholders’ pro rata purchases pursuant to the rights offering contemplated by the Proposals, or purchase rights granted under the Loan Agreement, or pursuant to an Unsolicited Cash Offer, and provided further, to the extent IRSA (as defined in the Loan Agreement) and its affiliates do not exercise preemptive rights pursuant to Section 3 of that certain Investor Rights and Conversion Agreement dated February 1, 2012 between the Company, Parent IRSA and Merger Sub shall promptly furnish all information concerning such party to the others certain IRSA affiliates, as may be reasonably requested extended by 3(f) of that certain Agreement dated March 15, 2016, in connection with an Unsolicited Cash Offer, the preparationStockholders may exercise such unexercised preemptive rights for its own account in the Unsolicited Cash Offer, filing, and mailing/distribution of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and it being acknowledged that the Company agrees, as may grant similar rights to itself and exercise unexercised preemptive rights of Stockholder to IRSA or its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the shareholders of the Company, contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time, any event or circumstance relating to Parent, Merger Sub or the Company, or their respective Affiliates, officers or directors, should be discovered that should be set forth in an amendment or a supplement to the Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, the party discovering such event or circumstance shall promptly inform the other parties and an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC and disseminated to the shareholders of the Company to the extent required by Law; provided that prior to such filing, the Company and Parent, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereon. (c) As soon as reasonably practicable after the SEC staff confirms that it has no further comments on the Schedule 13E-3, the Company shall (i) establish a record date for determining shareholders of the Company to whom the Schedule 13E-3 will be mailed or distributed affiliates (the “Record DateIRSA Rights Grant”) and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 to the holders of Shares, including Shares represented by ADSs, as of the Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS Holders).

Additional Agreements. Section 7.1 Schedule 13E-3SECTION 6.1 Preparation of the Proxy Statement and the Form S-4; Accountant's Letters. (a) As soon as reasonably practicable following the date hereof but hereof: (i) Company and Parent shall jointly prepare for inclusion in any event within twenty (20) Business Days the Form S-4, as soon as practicable after the date hereof, a proxy statement (the Company, Parent "Proxy Statement") relating to the Merger and Merger Sub shall jointly prepare and cause to be filed the Share Issuance in accordance with the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 (such Schedule 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3”). Each of the Company, Parent and Merger Sub shall use its reasonable best efforts to ensure that the Schedule 13E-3 complies in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunderunder the Exchange Act, with respect to the transactions contemplated by this Agreement. Each of the Company, Parent and Merger Sub Purchaser shall cooperate with each other in the preparation of the Proxy Statement. Company and Parent shall use its all reasonable best efforts to respond promptly to any comments of made by the SEC with respect to the Schedule 13E-3. Each of Parent Proxy Statement, and Merger Sub shall provide reasonable assistance and cooperation to cause the Proxy Statement to be mailed to the stockholders of Company in and Parent at the preparation, filing, and mailing/distribution of earliest practicable date after the Schedule 13E-3 and the resolution of comments from Form S-4 is declared effective by the SEC. Upon its receipt of any comments from the staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3, the Company shall promptly notify Parent and Merger Sub, and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the staff of the SEC, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable opportunity to review and comment on such document or response; and . (ii) Parent shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, prepare and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company 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) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company file with the SEC, with respect to such disclosure. (b) as soon as practicable after the date hereof, the Form S-4. Each of Company and Parent shall use all reasonable efforts to have the CompanyForm S-4 declared effective under the Securities Act as promptly as practicable after such filing. 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, Parent and Merger Sub Company shall promptly furnish all information concerning such party to Company and the others holders of the Shares as may be reasonably requested in connection with any such action. (b) 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 preparation, filingdate on which the Form S-4 shall become effective, and mailing/distribution a letter of Ernst & Young LLP, dated a date within two business days before the Schedule 13E-3 or any other documents filed or Closing Date, each addressed to be filed with the SEC Parent, in form and substance reasonably satisfactory to Parent and customary in scope and substance for letters delivered by independent accountants in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed registration statements similar to the shareholders of the Company, contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time, any event or circumstance relating to Parent, Merger Sub or the Company, or their respective Affiliates, officers or directors, should be discovered that should be set forth in an amendment or a supplement to the Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, the party discovering such event or circumstance shall promptly inform the other parties and an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC and disseminated to the shareholders of the Company to the extent required by Law; provided that prior to such filing, the Company and Parent, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereonForm S-4. (c) As soon as reasonably practicable after the SEC staff confirms that it has no further comments on the Schedule 13E-3, the Company Parent shall (i) establish a record date for determining shareholders of the Company use its best efforts to whom the Schedule 13E-3 will be mailed or distributed (the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed delivered to Company a letter of KPMG Peat Marwick LLP, Parent's independent public accountants, dated a date within two business days before the Schedule 13E-3 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 customary in scope and substance for letters delivered by independent public accountants in connection with registration statements similar to the holders of Shares, including Shares represented by ADSs, as of the Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS HoldersForm S-4.

Additional Agreements. (a) The Company shall use commercially reasonable efforts to further amend its Articles of Organization within 45 days of the Closing to authorize the creation of a new series of Company Preferred Stock (the “Transferee Preferred Stock”) having identical terms in all respects to the Series B Preferred Stock, except that the Transferee Preferred Stock shall not be subject to the transfer restrictions set forth in Section 7.1 Schedule 13E-34.2 of the Prior Agreement, and shall not contain any limitation on any person’s ability to own, control, have the power to vote or convert the shares of Transferee Preferred Stock (or the shares of Common Stock into which shares of Transferee Preferred Stock may be converted) or any limitation on any adjustment or other provision therein, on the basis of the percentage of voting securities that any holder of such securities (or any of its Affiliates) owns, controls or has the power to vote. (ab) As soon as reasonably practicable following The Company shall use commercially reasonable efforts to register warrants (“Transferee Warrants”) having identical terms in all respects to the date hereof but Warrants issued to Purchaser pursuant to the Prior Agreement, except that such Transferee Warrants shall not be subject to the transfer restrictions set forth in any event within twenty (20) Business Days after the date hereof, the Company, Parent and Merger Sub shall jointly prepare and cause to be filed with the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 (such Schedule 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3”). Each Section 4.2 of the Company, Parent and Merger Sub shall use its reasonable best efforts to ensure that the Schedule 13E-3 complies in 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 Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to the Company in the preparation, filing, and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3, the Company shall promptly notify Parent and Merger SubPrior Agreement, and shall provide Parent with copies not contain any limitation on any person’s ability to own, control, have the power to vote or exercise the Transferee Warrants (or the shares of all correspondence between Common Stock that the Company and its representativesholder of any Transferee Warrants may be entitled upon exercise) or any limitation on any adjustment or other provision therein, on the one hand, and the staff basis of the SEC, on the other hand. Prior to filing the Schedule 13E-3 percentage of voting securities that any holder of such securities (or any amendment of its Affiliates) owns, controls or supplement theretohas the power to vote. (c) or responding to At any comments time after the registration of the SEC with respect thereto, the Company (i) shall provide Parent Transferee Preferred Stock and Merger Sub with a reasonable opportunity to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e)Transferee Warrants, in connection with any disclosure regarding a Change in transfer, sale, assignment or other disposition of Series B Preferred Stock and/or Warrants pursuant to the terms of Section 4.2 of the Prior Agreement, upon the request of the transferor, the transferor shall be entitled to surrender to the Company Recommendationthe shares of Series B Preferred Stock and/or the Warrants to be so transferred, and, upon such surrender, the Company shall not be required issue to provide Parent or Merger Sub with the opportunity transferor for immediate delivery to review or comment on (or include comments proposed by Parent or Merger Sub in) the Schedule 13E-3 or any amendment or supplement theretotransferee, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosure. (b) Each in lieu of the Companyshares of Series B Preferred Stock and/or Warrants surrendered, Parent and Merger Sub shall promptly furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing, and mailing/distribution an equal number of shares of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each respective series of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the shareholders of the Company, contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time, any event or circumstance relating to Parent, Merger Sub or the Company, or their respective Affiliates, officers or directors, should be discovered that should be set forth in an amendment or a supplement to the Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, the party discovering such event or circumstance shall promptly inform the other parties and an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC and disseminated to the shareholders of the Company to the extent required by Law; provided that prior to such filing, the Company and ParentTransferee Preferred Stock and/or Transferee Warrants, as the case may be, . Any securities issued pursuant to this paragraph shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereon. (c) As soon as reasonably practicable after the SEC staff confirms that it has no further comments on the Schedule 13E-3, the Company shall (i) establish a record date be deemed “Registrable Securities” for determining shareholders purposes of the Company to whom the Schedule 13E-3 will be mailed or distributed (the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 to the holders of Shares, including Shares represented by ADSs, as of the Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS HoldersPrior Agreement.

Additional Agreements. Section 7.1 Schedule 13E-35.1 STOCKHOLDER APPROVAL; PREPARATION AND FILING OF THE S-4 AND JOINT PROXY STATEMENT/PROSPECTUS. (a) As Each of the Company and Parent acting through their respective Boards of Directors, shall, subject to and in accordance with applicable law and their respective charter documents, duly call, give notice of, convene and hold as soon as reasonably practicable following the date hereof but on which the S-4 becomes effective their respective Stockholder Meetings for the purpose of, in any event within twenty the case of the Company, approving and adopting this Agreement and, in the case of Parent, approving the Share Issuance. The Company, acting through its Board of Directors, shall, subject to SECTION 8.2, (20i) Business Days recommend approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders of the Company and include in the Joint Proxy Statement/Prospectus such recommendation (the "COMPANY RECOMMENDATION") and (ii) take all reasonable and lawful action to solicit and obtain such approval. Parent, acting through its Board of Directors, shall (i) recommend approval of the Share Issuance and include in the Joint Proxy Statement/Prospectus such recommendation (the "PARENT RECOMMENDATION") and (ii) take all reasonable and lawful action to solicit and obtain such approval. Each of the Company and Parent shall use all reasonable efforts to hold the Stockholder Meetings on the same date and as soon as practicable after the date upon which the S-4 becomes effective. (b) As soon as practicable after the date hereof, Parent and the Company shall, in consultation with each other, prepare and file with the SEC the Joint Proxy Statement/Prospectus for use in connection with the solicitation of proxies from the Company's stockholders in favor of the adoption and approval of this Agreement and the approval of the Merger and from Parent's stockholders in favor of adoption and approval of the Share Issuance at their respective Stockholder Meetings, and Parent, in consultation with the Company, Parent and Merger Sub shall jointly prepare and cause to be filed file with the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 (such Schedule 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3”). Each S-4 for the offer and sale of the Company, Parent and Merger Sub shall use its reasonable best efforts to ensure that the Schedule 13E-3 complies in 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 Common Stock pursuant to the Schedule 13E-3Merger and in which the Joint Proxy Statement/Prospectus will be included as a prospectus. Each of Parent and Merger Sub the Company shall provide reasonable assistance and cooperation promptly to the Company other such information concerning its business and financial statements and affairs as, in the preparationreasonable judgment of the providing party or its counsel, filingmay be required or appropriate for inclusion in the Joint Proxy Statement/Prospectus and the S-4, or in any amendments or supplements thereto, and mailing/distribution to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Schedule 13E-3 Joint Proxy Statement/Prospectus and the resolution S-4. Each of comments from Parent and the Company shall use all commercially reasonable efforts to have the S-4 declared or ordered effective under the Securities Act as promptly as practicable after such filing with the SEC. Upon its receipt of any comments from The Company shall use all commercially reasonable efforts to cause the staff of the SEC or any request from the SEC or its staff for amendments or supplements Joint Proxy Statement/Prospectus to be mailed to the Schedule 13E-3, Company's stockholders as promptly as practicable after the S-4 is declared or ordered effective under the Securities Act. Parent shall use all commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders as promptly as practicable after the S-4 is declared or ordered 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 promptly notify Parent and Merger Sub, and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the staff of the SEC, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable opportunity to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company 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) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosure. (b) Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others 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, filing and mailing/distribution of the Schedule 13E-3 Joint Proxy Statement/Prospectus. No filing of, or any other documents filed amendment or supplement to, or correspondence to be filed with the SEC in connection or its staff with respect to, the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to S-4 will be supplied made by Parent, Merger Sub or with respect to the Joint Proxy Statement/Prospectus will be made by the Company, as applicablewithout providing the other party hereto a reasonable opportunity to review and comment thereon. Parent shall advise the Company, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactionspromptly after it receives notice thereof, will, as of the time such documents (when the S-4 has become effective or any supplement or amendment thereof or supplement thereto) are mailed to has been filed, the shareholders issuance of any stop order, the suspension of the Company, contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light qualification of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC Parent Common Stock issuable in connection with the Merger will comply as to form and substance for offering or sale in all material respects with any jurisdiction, or any request by the applicable requirements SEC for amendment of the Securities ActS-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 Exchange Act, and any other applicable Laws and that all information supplied by such party SEC for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light amendment of the circumstances under which they were made, not misleadingJoint 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, Time any event or circumstance information relating to Parent, Merger Sub Parent or the Company, or any of their respective Affiliatesaffiliates, officers or directors, should be discovered that by Parent or the Company which should be set forth in an amendment or a supplement to either of the Schedule 13E-3 S-4 or the Joint Proxy Statement/Prospectus, so that any of such document documents would not include any misstatement of a material fact or omit to state a any material fact required to be made therein, or necessary in order to make the statements madetherein, in the light of the circumstances under which they were made, not misleading, the party discovering which discovers such event or circumstance information shall promptly inform notify the other party or parties hereto, as applicable, and an appropriate amendment or supplement to the S-4 and/or the Joint Proxy Statement/Prospectus describing such event or circumstance information shall be promptly filed with the SEC and disseminated to the shareholders of the Company and, to the extent required by Law; provided that prior applicable law, disseminated to the stockholders of the Company. Each of the parties hereto shall cause the Joint Proxy Statement/Prospectus to comply as to form and substance to such filingparty in all material respects with the applicable requirements of the Exchange Act, the Company Securities Act and Parent, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereon. (c) As soon as reasonably practicable after the SEC staff confirms that it has no further comments on the Schedule 13E-3, the Company shall (i) establish a record date for determining shareholders rules of the Company to whom the Schedule 13E-3 will be mailed or distributed (the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 to the holders of Shares, including Shares represented by ADSs, as of the Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS HoldersNasdaq National Market.

Additional Agreements. Section 7.1 5.1 Preparation of the Proxy Statement and Schedule 13E-3. (a) As soon The Company shall as reasonably promptly as practicable following prepare and file a proxy or information statement relating to the date hereof but in any event within twenty Stockholders' Meeting (20) Business Days after the date hereoftogether with all amendments, supplements and exhibits thereto, the Company, Parent and Merger Sub shall jointly prepare and cause to be filed "Proxy Statement") with the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 (such Schedule 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3”). Each of the Company, Parent and Merger Sub shall will use its reasonable best efforts to ensure that the Schedule 13E-3 complies in 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 the comments of the SEC with respect and to cause the Proxy Statement to be mailed to the Schedule 13E-3Company's stockholders at the earliest practical time. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to the The Company in the preparation, filing, and mailing/distribution will notify Concord promptly of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the staff of the SEC or its staff and of any request from by the SEC or its staff for amendments or supplements to the Schedule 13E-3, the Company shall promptly notify Parent Proxy Statement or for additional information and Merger Sub, and shall provide Parent will supply Concord with copies of all correspondence between the Company and or any of its representatives, on the one hand, and the staff of the SECSEC or its staff, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable opportunity to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company 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) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosure. (b) Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing, and mailing/distribution of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub Proxy Statement or the Company, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the shareholders of the Company, contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleadingMerger. If at any time prior to the Effective Time, Stockholders' Meeting there shall occur any event or circumstance relating to Parent, Merger Sub or the Company, or their respective Affiliates, officers or directors, should be discovered that should be set forth in an amendment or a 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 Concord 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 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, Concord, and Merger Sub shall together prepare and file a Transaction Statement on Schedule 13E-3 so that such document would not include any misstatement (together with all amendments and exhibits thereto, the "Schedule 13E-3") under the Exchange Act. Each of a material fact or omit to state a material fact Concord and Merger Sub shall furnish all information concerning it, its affiliates and the holders of its capital stock required to be made therein, or necessary in order to make the statements made, included in the light of the circumstances under which they were madeSchedule 13E-3 and, not misleadingafter consultation with each other, the party discovering such event or circumstance shall respond promptly inform the other parties and an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with to any comments made by the SEC and disseminated to the shareholders of the Company to the extent required by Law; provided that prior to such filing, the Company and Parent, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereon. (c) As soon as reasonably practicable after the SEC staff confirms that it has no further comments on the Schedule 13E-3, the Company shall (i) establish a record date for determining shareholders of the Company to whom the Schedule 13E-3 will be mailed or distributed (the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 to the holders of Shares, including Shares represented by ADSs, as of the Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS Holders.

Additional Agreements. Section 7.1 Schedule 13E-3. (a) 7.01 Preparation of the Form S-4 and Joint Proxy Statement/Prospectus. As soon promptly as is reasonably practicable following the date hereof but of this Agreement, 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 event within twenty (20) Business Days after the date hereofamendments thereof or supplements thereto, the Company“Joint Proxy Statement/Prospectus”) in order to seek the Allied Stockholder Approval and the Republic Stockholder Approval and (ii) the Form S-4, Parent and Merger Sub which Republic shall jointly prepare and cause to be filed file with the SEC SEC, and in which the Joint Proxy Statement/Prospectus will be included as a Rule 13e-3 transaction statement on Schedule 13E-3 prospectus. Except as otherwise permitted by this Agreement or as may be necessary to avoid violation of applicable Law, (A) each of Allied and Republic will use its commercially reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such Schedule 13E-3, filing and keep the Form S-4 effective for so long as amended or supplemented, being referred necessary to herein as consummate the “Schedule 13E-3”). Each Merger and (B) each of the Company, Parent Allied and Merger Sub Republic shall use its respective commercially reasonable best efforts to ensure that cause the Schedule 13E-3 complies Joint Proxy Statement/Prospectus to be mailed to the holders of the Allied Common Stock and the holders of 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 all material respects connection with the requirements issuance of shares of Republic Common Stock in the Exchange Act Merger, and Allied shall furnish all information concerning Allied and the rules and regulations promulgated thereunderAllied stockholders as may be reasonably requested by Republic in connection with any such action. Each of the CompanyNo filing of, Parent and Merger Sub shall use its reasonable best efforts to respond promptly to any comments of the SEC with respect to the Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to the Company in the preparation, filing, and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3, the Company shall promptly notify Parent and Merger Sub, and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the staff of the SEC, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect theretoto, the Company (i) shall provide Parent Form S-4 will be made by Republic, and Merger Sub with no filing of or amendment or supplement to the Joint Proxy Statement/Prospectus will made by Republic or Allied, in each case without providing the other party a reasonable opportunity to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company 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) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosure. (b) Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing, and mailing/distribution of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the shareholders of the Company, contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleadingthereon. If at any time prior to the Effective Time, any event or circumstance information relating to Parent, Merger Sub Allied or the CompanyRepublic, or any of their respective Affiliates, officers directors or directorsofficers, should be discovered that by Allied or Republic which should be set forth in an amendment or a supplement to either the Schedule 13E-3 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 a any material fact required to be made therein, or necessary in order to make the statements madetherein, in the light of the circumstances under which they were made, not misleading, the party discovering which discovers such event or circumstance information shall promptly inform notify the other parties party and an appropriate amendment or supplement describing such event or circumstance information shall be promptly filed with the SEC and disseminated to the shareholders of the Company and, to the extent required by Law; provided that prior , disseminated to such filing, the Company stockholders of each of Allied and Parent, as Republic. The parties shall notify each other promptly of the case may be, 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 Joint Proxy Statement/Prospectus or the Form S-4 or for additional information and shall consult with supply each other with (x) copies of all correspondence and a description of all material oral discussions between it or any of its respective Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to such amendment the Joint Proxy Statement/Prospectus, the Form S-4 or supplement the Merger and shall afford the other party and their Representatives a reasonable opportunity to comment thereon. (cy) As soon as reasonably practicable after copies of all orders of the SEC staff confirms that it has no further comments on the Schedule 13E-3, the Company shall (i) establish a record date for determining shareholders of the Company to whom the Schedule 13E-3 will be mailed or distributed (the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 relating to the holders of Shares, including Shares represented by ADSs, as of the Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS Holders.Form S-4. 40

Additional Agreements. Section 7.1 Schedule 13E-35.1 PREPARATION OF FORM S-4 AND JOINT PROXY STATEMENT/PROSPECTUS; INFORMATION SUPPLIED. (a) As soon as reasonably practicable following the date hereof but in any event within twenty of this Agreement, (20i) Business Days after the date hereof, the Company, Parent Chancellor and Merger Sub Capstar shall jointly prepare and cause to be filed file with the SEC the Joint Proxy Statement/Prospectus and (ii) Capstar and Chancellor shall prepare and file a Rule 13e-3 transaction statement Registration Statement on Schedule 13E-3 Form S-4 (such Schedule 13E-3the "Form S-4") with respect to the registration of the issuance of shares of Parent Voting Common Stock and Parent Convertible Preferred Stock in the Merger, as amended or supplemented, being referred to herein as of which the “Schedule 13E-3”)Joint Proxy Statement/Prospectus will form a part. Each of the Company, Parent Chancellor and Merger Sub Capstar shall use its reasonable best efforts to ensure that have the Schedule 13E-3 complies in all material respects with Form S-4 declared effective under the requirements of the Exchange Securities Act and the rules and regulations promulgated thereunderas promptly as practicable after such filing. Each of the Company, Parent and Merger Sub Chancellor shall use its reasonable best efforts to respond cause the Joint Proxy Statement/Prospectus to be mailed to Chancellor's stockholders, and Capstar shall use its reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Capstar's stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Capstar shall also take any action (other than qualifying to do business in any comments of the SEC with respect jurisdiction in which it is not now so qualified or take any action that would subject it to the Schedule 13E-3. Each service of Parent process in suits, other than as to matters and Merger Sub shall provide reasonable assistance and cooperation transactions relating to the Company in the preparation, filing, and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3, the Company shall promptly notify Parent and Merger Sub, and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the staff of the SEC, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable opportunity to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e)Form S-4, in connection with any disclosure regarding a Change in Company Recommendation, the Company shall jurisdiction where it is not be so subject) 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) the Schedule 13E-3 or be taken under any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosure. (b) Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others as may be reasonably requested applicable state securities laws in connection with the preparation, filing, and mailing/distribution issuance of the Schedule 13E-3 or any other documents filed or to be filed with the SEC Parent Voting Common Stock and Parent Convertible Preferred Stock in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the shareholders of the Company, contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time, any event or circumstance relating to Parent, Merger Sub or the Company, or their respective Affiliates, officers or directors, should be discovered that should be set forth in an amendment or a supplement to the Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, the party discovering such event or circumstance shall promptly inform the other parties and an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC and disseminated to the shareholders of the Company to the extent required by Law; provided that prior to such filing, the Company and Parent, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereon. (c) As soon as reasonably practicable after the SEC staff confirms that it has no further comments on the Schedule 13E-3, the Company shall (i) establish a record date for determining shareholders of the Company to whom the Schedule 13E-3 will be mailed or distributed (the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 to the holders of Shares, including Shares represented by ADSs, as of the Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS Holders.the

Additional Agreements. Section 7.1 Schedule 13E-3. (a) As soon as reasonably practicable Unless the Company or the Board has breached any material provision of this, which breach has not been cured within five (5) business days following the date hereof but receipt of written notice from the Icahn Group specifying any such breach, solely in any event within twenty connection with the 2024 Annual Meeting, each member of the Icahn Group shall (201) Business Days after cause, in the date hereofcase of all Voting Securities owned of record, the Company, Parent and Merger Sub shall jointly prepare (2) instruct and cause the record owner, in the case of all Voting Securities beneficially owned but not owned of record, directly or indirectly, by it, or by any Icahn Affiliate, in each case as of the record date for the 2024 Annual Meeting or as to which the member of the Icahn Group otherwise has the power to vote or direct the vote, in each case that are entitled to vote at the 2024 Annual Meeting, to be filed with present for quorum purposes and to be voted, at the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 2024 Annual Meeting or at any adjournment or postponement thereof, (such Schedule 13E-3A) for each director nominated by the Board for election at the 2024 Annual Meeting, as amended or supplemented(B) against any nominees that are not nominated by the Board for election at the 2024 Annual Meeting, being referred (C) against any stockholder proposal to herein as increase the “Schedule 13E-3”). Each size of the Board, and (D) in favor of the ratification of the Company, Parent and Merger Sub shall use its reasonable best efforts to ensure that the Schedule 13E-3 complies in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder’s auditors. 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 Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to the Company Except as provided in the preparation, filing, and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the staff of the SEC foregoing sentence or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3otherwise in this Agreement, the Company shall promptly notify Parent and Merger Sub, and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the staff of the SEC, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable opportunity to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company Recommendation, the Company Icahn Group shall not be required to provide Parent restricted from voting “For”, “Against” or Merger Sub with “Abstaining” from any other proposals at the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosure2024 Annual Meeting. (b) Each Unless the Icahn Group has elected to terminate the obligations of the Icahn Group and the Company under this Section 2(b) as a result of the breach by the Company or the Board of any material provision of this Agreement and failed to cure such breach within five (5) business days following the receipt of written notice from the Icahn Group specifying any such breach, then (I) the Company will nominate the Icahn Designees for election as directors at the 2024 Annual Meeting, and the Company shall use reasonable best efforts to cause the election of the Icahn Designees so nominated by the Company (including by (x) recommending that the Company’s stockholders vote in favor of the election of the Icahn Designees, Parent (y) including the Icahn Designees in the Company’s proxy statement and Merger Sub shall promptly furnish all information concerning proxy card for such party to annual meeting (assuming they consent thereto) and (z) otherwise supporting the others as may be reasonably requested Icahn Designees for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate) and (II) each member of the Icahn Group will, in connection with the preparation2024 Annual Meeting, filing(1) cause, in the case of all Voting Securities owned of record, and mailing/distribution of (2) instruct and cause the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parentrecord owner, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 case of all shares of Voting Securities beneficially owned but not owned of record, directly or indirectly, by it, or by any other documents filed or to be filed with the SEC Icahn Affiliate, in connection with the Transactions, will, each case as of the time such documents record date for the 2024 Annual Meeting or as to which the member of the Icahn Group otherwise has the power to vote or direct the vote, in each case that are entitled to vote at the 2024 Annual Meeting, to be present for quorum purposes and to be voted at the 2024 Annual Meeting or at any adjournment or postponement thereof, (or A) for each director nominated by the Board for election at the 2024 Annual Meeting, (B) against any amendment thereof or supplement thereto(i) stockholder proposal to increase the size of the Board and (ii) nominees that are mailed to not nominated by the shareholders Board for election at the 2024 Annual Meeting, and (C) in favor of the ratification of the Company’s auditors. Except as provided in the foregoing sentence or otherwise in this Agreement, contain the Icahn Group shall not be restricted from voting “For”, “Against” or “Abstaining” from any untrue statement other proposals at the 2024 Annual Meeting. (c) Unless the Company or the Board has breached any material provision of this Agreement and failed to cure such breach within five (5) business days following the receipt of written notice from the Icahn Group specifying any such breach, for any special meeting of stockholders that includes a material factproposal to remove directors or to expand the Board and add directors, then so long as (x) any Icahn Designee (or omit Replacement Designee) is a member of the Board at the time of such special meeting, (y) the Icahn Group has the right to state designate a material fact Replacement Designee at such time (including at such special meeting) and/or (z) the members of the Icahn Group were required to be made thereinvote in favor of the directors nominated by the Board pursuant to Section 2(a) or 2(b) at the most recent prior annual meeting of stockholders, or necessary in order to make each member of the statements madeIcahn Group shall (1) cause, in the light case of the circumstances under which they were made, not misleading. Each all Voting Securities owned of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Actrecord, and any other applicable Laws (2) instruct and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make cause the statements maderecord owner, in the light case of all Voting Securities beneficially owned but not owned of record, directly or indirectly, by it, or by any Icahn Affiliate, in each case as of the circumstances under record date for the applicable special meeting or as to which they were madethe member of the Icahn Group otherwise has the power to vote or direct the vote, not misleading. If in each case that are entitled to vote at such special meeting, to be present for quorum purposes and to be voted at such special meeting or at any time prior adjournment or postponement thereof, (A) for each director nominated or supported by the Board for election at such special meeting and (B) against any (i) proposal to remove directors or increase the Effective Timesize of the Board and (ii) nominees that are not nominated or supported by the Board for election at such special meeting. Except as provided in the foregoing sentence or otherwise in this Agreement, the Icahn Group shall not be restricted from voting “For”, “Against” or “Abstaining” from any event other proposals at such special meeting. (d) As used in this Agreement, the term “Voting Securities” shall mean the Common Shares that such person has the right to vote or circumstance relating has the right to Parentdirect the vote. For purposes of this Section 2, Merger Sub or the Companyno person shall be, or their respective Affiliatesbe deemed to be, officers or directors, should be discovered that should be set forth in an amendment or a supplement to the Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state a material fact required to be made therein“beneficial owner” of, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, the party discovering such event or circumstance shall promptly inform the other parties and an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC and disseminated to the shareholders “beneficially own,” any securities beneficially owned by any director of the Company to the extent required by Law; provided that prior to such filing, securities were acquired directly from the Company and Parentby such director as or pursuant to director compensation for serving as a director of the Company. For purposes of this Agreement, as (x) the case may be, term “Affiliate” shall consult with each other with respect to such amendment or supplement and shall afford have the other party and their Representatives a reasonable opportunity to comment thereon. (c) As soon as reasonably practicable after meaning set forth in Rule 12b-2 promulgated by the SEC staff confirms under the Exchange Act, and the term “Icahn Affiliate” shall mean such Affiliates that it has no further comments on are controlled by the Schedule 13E-3, the Company shall (i) establish a record date for determining shareholders members of the Company to whom the Schedule 13E-3 will be mailed or distributed (the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 to the holders of SharesIcahn Group, including Shares represented by ADSs, as of the Record Date; and (iiiy) instruct the Depositary to term “Associate” shall mean (A) fix the Record Date any trust or other estate in which such person has a substantial beneficial interest or as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) which such person serves as trustee or in a similar fiduciary capacity, and (B) provide any relative or spouse of such person, or any relative of such spouse, who has the Schedule 13E-3 to all Record ADS Holderssame home as such person or who is a director or officer of such person or of any of its parents or subsidiaries.

Additional Agreements. Section 7.1 4.1 Preparation of Proxy Statement and Schedule 13E-3; the Company Shareholders Meeting. (a) As soon as reasonably practicable following the date hereof but in any event within twenty (20) Business Days after the date hereofof this Agreement, the Company, Company and Parent and Merger Sub shall jointly prepare and cause to be filed file with the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 (such Schedule 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3”). Each of the Company, Parent Proxy Statement and Merger Sub shall use its reasonable best efforts to ensure that the Schedule 13E-3 complies in 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 Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to the Company in the preparation, filing, and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3, the Company shall promptly notify Parent and Merger Sub, and shall provide Parent with copies of all correspondence between the Company and its representatives, on Parent shall use commercially reasonable efforts to cause the one hand, and the staff of the SEC, on the other hand. Prior Proxy Statement to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable opportunity to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein be mailed to the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company 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) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosureCompany’s shareholders as promptly as practicable. (b) Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party Subject to the others as may be reasonably requested in connection with the preparation, filing, and mailing/distribution of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the shareholders of the Company, contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time, any event or circumstance relating to Parent, Merger Sub or the Company, or their respective Affiliates, officers or directors, should be discovered that should be set forth in an amendment or a supplement to the Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, the party discovering such event or circumstance shall promptly inform the other parties and an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC and disseminated to the shareholders of the Company to the extent required by Law; provided that prior to such filingSection 4.4, the Company and Parentshall, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereon. (c) As soon as reasonably practicable after following the SEC staff confirms that it has no further comments on date of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the Schedule 13E-3“Company Shareholders Meeting”) for the purpose of obtaining shareholder approval. In connection with such meeting, the Company shall (i) establish a record date promptly prepare and file with the SEC, use its commercially reasonable efforts to have cleared by the SEC and thereafter mail to its shareholders as promptly as practicable the Proxy Statement and all other proxy materials for determining such meeting, which Proxy Statement shall include the opinion of T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC, as to the fairness of the Merger Consideration to the shareholders of the Company to whom (other than Parent and its Affiliates), as required by Section 1203 of the Schedule 13E-3 will be mailed or distributed (the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law; CGCL, (ii) mail use its commercially reasonable efforts to obtain the necessary approvals by its shareholders of this Agreement and the transactions contemplated hereby and (iii) otherwise comply with all legal requirements applicable to such meeting. Subject to Section 4.4(b), the Company shall, through its Board of Directors, recommend to its shareholders that they approve the transactions contemplated by this Agreement; provided, however, that except in connection with an Acquisition Proposal, in which case the provisions of Section 4.4(b) shall apply, the Board of Directors of the Company may withdraw, modify or distribute change such recommendation and shall be released of its obligations set forth above in Section 4.1(b)(ii) if it (A) determines in good faith, based upon the advice of outside counsel, that making such recommendation, or the failure to so withdraw, modify or change its recommendation, could reasonably be deemed to cause the members of the Board of Directors to breach their fiduciary duties under applicable law, (B) otherwise complies with this Agreement and (C) subject to compliance with applicable securities laws, gives Parent (x) notice of its decision to invoke this Section 4.1(b), including the reasons for its decision, and (y) a reasonable opportunity to discuss this decision with the Board of Directors. (c) Except as required by Section 6.2(c), Parent shall vote or cause to be mailed voted all the shares of Company Common Stock owned of record by Parent or distributed the Schedule 13E-3 to the holders any of Shares, including Shares represented by ADSs, as its Subsidiaries in favor of the Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS Holderstransactions contemplated by this Agreement.

Additional Agreements. Section 7.1 SECTION 5.01. Preparation of the Form S-4, the Joint Proxy Statement and the Schedule 13E-3. (a) . As soon as reasonably practicable following the date hereof but in any event within twenty (20) Business Days after the date hereofof this Agreement, the Company, Company and Parent and Merger Sub shall jointly (a) prepare and cause to be filed file with the SEC a Rule 13e-3 transaction statement on the Joint Proxy Statement and the Schedule 13E-3 and (such Schedule 13E-3b) Parent shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as amended or supplemented, being referred to herein as the “Schedule 13E-3”)a prospectus. Each of the CompanyCompany and Parent shall and shall cause their respective counsel, Parent accountants and Merger Sub shall other advisors to use its all reasonable best efforts to ensure have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing (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 will cause (and will make provision that its successor cause) the Schedule 13E-3 complies Joint Proxy Statement to be mailed to the Company’s stockholders for purposes of approving the Consolidation and the Merger, and Parent will cause the Joint Proxy Statement to be mailed to Parent’s stockholders, in all material respects each 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 filing a general consent to service of process) reasonably required to be taken under any applicable state securities laws in connection with the requirements issuance of Parent Preferred Stock in the Exchange Act Merger, and the rules and regulations promulgated thereunder. Each of the Company, Parent and Merger Sub Company shall use its reasonable best efforts to respond promptly to any comments of the SEC with respect to the Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to 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, filing and mailing/distribution of the Schedule 13E-3 Joint Proxy Statement and the resolution Form S-4. The parties shall cooperate and notify each other promptly of comments from the SEC. Upon its receipt of any comments from the SEC or the staff of the SEC or and of any request from by the SEC or its the staff of the SEC for amendments or supplements to the Schedule 13E-3Joint Proxy Statement, the Company shall promptly notify Parent and Merger SubForm S-4 or the Schedule 13E-3 or for additional information, and shall provide Parent supply each other with copies of all correspondence between the Company and it or any of its representativesRepresentatives, 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 or the other transactions contemplated by this Agreement or the Voting Agreement. Prior to 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 or the Schedule 13E-3 (will be made by Parent or any amendment or supplement thereto) or responding to any comments of the SEC with respect theretoCompany, the Company in each case (i) shall provide Parent and Merger Sub with without providing the other party a reasonable opportunity to review and comment on such document thereon or response; and (ii) shall consider in good faith all additionswithout the approval of both Parent and the Company, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company Recommendation, the Company which approval shall not be required to provide Parent unreasonably withheld or Merger Sub with the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) the Schedule 13E-3 or any amendment or supplement theretodelayed; provided, or any comments thereon or another filing by the Company with the SECthat, with respect to such disclosure. (b) Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing, and mailing/distribution of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, by a party hereto that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation are incorporated by reference in the Schedule 13E-3 Form S-4 or any other documents filed or Joint Proxy Statement, this right of approval shall apply only with respect to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed information relating to the shareholders other party or its business, financial condition or results of operations or the Company, contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleadingMerger. If at any time prior to the Effective Time, Time any event or circumstance information relating to the Company or Parent, Merger Sub or the Company, or any of their respective Affiliates, officers directors or directorsofficers, should be discovered that by the Company or Parent which should be set forth in an amendment or a supplement to any of the Form S-4, 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 a any material fact required to be made therein, or necessary in order to make the statements madetherein, in the light of the circumstances under which they were made, not misleading, the party discovering that discovers such event or circumstance information shall promptly inform notify the other parties hereto and an appropriate amendment or supplement describing such event or circumstance information shall be promptly filed with the SEC and disseminated to the shareholders of the Company and, to the extent required by Law; provided that prior law, disseminated to such filing, the Company stockholders of Parent and Parent, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereon. (c) As soon as reasonably practicable after the SEC staff confirms that it has no further comments on the Schedule 13E-3, the Company shall (i) establish a record date for determining shareholders stockholders of the Company to whom the Schedule 13E-3 will be mailed or distributed (the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 to the holders of Shares, including Shares represented by ADSs, as of the Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS HoldersCompany.

Additional Agreements. Section 7.1 Schedule 13E-3SECTION 5.1 Preparation of the Form S-4 and the Proxy Statement; Stockholders Meeting. (a) As soon as reasonably practicable following the date hereof but in any event within twenty (20) Business Days after the date hereofof this Agreement, the Company, Company and Parent and Merger Sub shall jointly prepare and cause to be filed 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 Rule 13e-3 transaction statement on Schedule 13E-3 (such Schedule 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3”)prospectus. Each of the Company, Company and Parent and Merger Sub shall use its reasonable best efforts to ensure that have the Schedule 13E-3 complies in Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company will use 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 cause the Proxy Statement to be mailed to the holders of Company Common Stock 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 comments 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 or foreign securities laws in connection with the issuance of the SEC with respect to the Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to the Company Common Stock in the preparation, filing, Merger and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3, the Company shall promptly notify Parent and Merger Sub, and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the staff of the SEC, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable opportunity to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company 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) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosure. (b) Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others 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 preparation, filing, and mailing/distribution of Form S-4 or the Schedule 13E-3 Proxy Statement will be made by Parent or any the Company without providing the other documents filed or to be filed with the SEC in connection with the Transactionsopportunity to review and comment thereon. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or Parent will advise the Company, as applicablepromptly after it receives notice thereof, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (when the Form S-4 has become effective or any supplement or amendment thereof or supplement thereto) are mailed to has been filed, the shareholders issuance of any stop order, the suspension of the Company, contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light qualification of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC Parent Common Stock issuable in connection with the Merger will comply as to form and substance for offering or sale in all material respects with any jurisdiction, or any request by the applicable requirements SEC for amendment of the Securities Act, Proxy Statement or the Exchange Act, Form S-4 or comments thereon and any other applicable Laws and that all information supplied responses thereto or requests by such party the SEC for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleadingadditional information. If at any time prior to the Effective Time, Time any event or circumstance information relating to the Company or Parent, Merger Sub or the Company, or any of their respective Affiliatesaffiliates, officers or directors, should be discovered that by the Company or Parent which should be set forth in an amendment or a supplement to any of the Schedule 13E-3 Form S-4 or the Proxy Statement, so that any of such document documents would not include any misstatement of a material fact or omit to state a any material fact required to be made therein, or necessary in order to make the statements madetherein, in the light of the circumstances under which they were made, not misleading, the party discovering which discovers such event or circumstance information shall promptly inform notify the other parties party hereto and an appropriate amendment or supplement describing such event or circumstance information shall be promptly filed with the SEC and disseminated to the shareholders of the Company and, to the extent required by Law; provided that prior law, disseminated to such filingthe stockholders of the Company. (b) 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") in accordance with the DGCL for the purpose of obtaining the Company Stockholder Approval and, subject to Section 4.2, 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 and Parentagrees that its obligations pursuant to the first sentence of this Section 5.1(b) shall not be affected by the commencement, as the case may bepublic proposal, shall consult with each other with respect public disclosure or communication to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereon. (c) As soon as reasonably practicable after the SEC staff confirms that it has no further comments on the Schedule 13E-3, the Company of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, this Agreement and the Merger shall (i) establish a record date for determining shareholders be submitted to the stockholders of the Company at the Company's Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to whom relieve the Schedule 13E-3 will be mailed or distributed (the “Record Date”) and shall not change Company of such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 to the holders of Shares, including Shares represented by ADSs, as of the Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS Holdersobligation.

Additional Agreements. Section 7.1 Schedule 13E-3The provisions of this Annex 1 are in addition to, and do not supersede, the provisions of the Personal Services, Confidentiality and Inventions Agreement between you and Avantor. (d) MUTUAL WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH PARTY TO THIS LETTER AGREEMENT (INCLUDING AVANTOR) HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS LETTER AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES HEREUNDER. 1. I understand that any payments or benefits paid or granted to me under the “Severance/Restrictive Covenants” section of the Agreement represent, in part, consideration for signing this General Release and are not salary, wages or benefits to which I was already entitled. I understand and agree that I will not receive the payments and benefits specified in the “Severance/Restrictive Covenants” section of the Agreement unless I execute this General Release and do not revoke this General Release within the time period permitted hereafter or breach this General Release. I also acknowledge and represent that I have received all payments and benefits that I am entitled to receive (a) As soon as reasonably practicable following the date hereof but in any event within twenty (20) Business Days after of the date hereof, ) by virtue of any employment by the Company, Parent and Merger Sub shall jointly prepare and cause to be filed with the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 (such Schedule 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3”). Each of the Company, Parent and Merger Sub shall use its reasonable best efforts to ensure that the Schedule 13E-3 complies in 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 Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to the Company in the preparation, filing, and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3, the Company shall promptly notify Parent and Merger Sub, and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the staff of the SEC, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable opportunity to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company 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) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosure. (b) Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing, and mailing/distribution of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the shareholders of the Company, contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time, any event or circumstance relating to Parent, Merger Sub or the Company, or their respective Affiliates, officers or directors, should be discovered that should be set forth in an amendment or a supplement to the Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, the party discovering such event or circumstance shall promptly inform the other parties and an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC and disseminated to the shareholders of the Company to the extent required by Law; provided that prior to such filing, the Company and Parent, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereon. (c) As soon as reasonably practicable after the SEC staff confirms that it has no further comments on the Schedule 13E-3, the Company shall (i) establish a record date for determining shareholders of the Company to whom the Schedule 13E-3 will be mailed or distributed (the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 to the holders of Shares, including Shares represented by ADSs, as of the Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS Holders.

Additional Agreements. Section 7.1 Schedule 13E-3.Concurrently with, at or prior to the signing of this Agreement: (a) As soon as reasonably practicable The MeriStar Voting Agreement, the Interstate Voting Agreement, and the Conversion Incentive Agreement shall have been duly executed and delivered by all parties thereto. (b) A commitment for refinancing from senior lenders for a term of at least three years following the date hereof but in any event within twenty Closing shall have been secured by MeriStar (the "COMMITMENT LETTER") and all necessary consents from MeriStar's other lenders, including the REIT, for such refinancing (the "REFINANCING") shall have been obtained. (c) The parties to (i) the Investor Agreement among Interstate, CGLH Partners I LP and CGLH Partners II LP, dated as of August 31, 2000 (the "CGLH INVESTOR AGREEMENT"), (ii) the Securities Purchase Agreement among Interstate, CGLH Partners I LP and CGLH Partners II LP, dated as of August 31, 2000 (the "CGLH PURCHASE AGREEMENT"); and (iii) the Registration Rights Agreement, dated October 20) Business Days after , 2000, by and between Interstate, CGLH Partners I LP and CGLH Partners II LP (the date hereof"CGLH REGISTRATION RIGHTS AGREEMENT"), the Company, Parent and Merger Sub shall jointly prepare and cause have agreed to be filed with the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 (terminate such Schedule 13E-3, agreements as amended or supplemented, being referred to herein as the “Schedule 13E-3”). Each of the CompanyEffective Time. (d) The parties to the Agreement of Limited Partnership of CGLH-IHC Fund I, Parent L.P., among Interstate, CGLH Partners III LP and Merger Sub CGLH Partners IV LP, Interstate Investment Corporation and Interstate Property Partnership, L.P. dated as of October 20, 2000 (the "CGLH LIMITED PARTNERSHIP AGREEMENT") shall use its reasonable best efforts to ensure have agreed and acknowledged that the Schedule 13E-3 complies in all material respects with the requirements (i) there are no limitations 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 kind that can be asserted by such parties with respect to the Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to the Company in the preparation, filing, and mailing/distribution business activities of the Schedule 13E-3 and Surviving Corporation or any of its subsidiaries following the resolution of comments from the SEC. Upon its receipt of any comments from the staff consummation of the SEC Merger, including, without limitation, investments in hotel or any request from the SEC resort properties or its staff for amendments in entities that invest in hotel or supplements to the Schedule 13E-3, the Company shall promptly notify Parent and Merger Sub, and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the staff of the SEC, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable opportunity to review and comment on such document or responseresort properties; and (ii) shall consider in good faith all additions, deletions there is no limitation or changes reasonably proposed restriction on the use of the proceeds by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company 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) the Schedule 13E-3 MeriStar or any amendment or supplement thereto, or any comments thereon or another filing by of its subsidiaries from the Company with sale of the SEC, with respect to such disclosureInterstate Series B Preferred Stock and Interstate Convertible Notes following the consummation of the Merger. (be) Each of the CompanyREIT shall have executed and provided, Parent and Merger Sub shall promptly furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing, and mailing/distribution of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agreesand, as appropriate, caused its affiliates to itself execute and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference provide a letter agreement in the form attached hereto as Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the shareholders of the Company, contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time, any event or circumstance relating to Parent, Merger Sub or the Company, or their respective Affiliates, officers or directors, should be discovered that should be set forth in an amendment or a supplement to the Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, the party discovering such event or circumstance shall promptly inform the other parties and an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC and disseminated to the shareholders of the Company to the extent required by Law; provided that prior to such filing, the Company and Parent, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereon5.9. (cf) As soon The limited liability company agreement of Interstate Hotels, LLC shall have been amended in the form attached hereto as reasonably practicable after the SEC staff confirms that it has no further comments on the Schedule 13E-3, the Company shall (i) establish a record date for determining shareholders of the Company to whom the Schedule 13E-3 will be mailed or distributed (the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 to the holders of Shares, including Shares represented by ADSs, as of the Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS Holders5.9(f).

Additional Agreements. Section 7.1 Schedule 13E-3(a) Preparation of Proxy Statement; S-4 Registration Statement; Valley Forge Shareholders Meeting and Registration Expenses. (ai) As soon promptly as reasonably practicable following the date hereof but in any event within twenty (20) Business Days after the date hereofof this Agreement, the Company, Parent Valley Forge and Merger Sub Synergetics shall jointly prepare and cause to be filed file with the SEC mutually acceptable proxy materials which shall constitute the Proxy Statement/Prospectus (such proxy statement/prospectus, and any amendments or supplements thereto, the "Proxy Statement/Prospectus") and Valley Forge shall prepare and file a Rule 13e-3 transaction registration statement on Schedule 13E-3 Form S-4 with respect to the issuance of the Synergetics Merger Consideration pursuant to this Agreement (such Schedule 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3”"Form S-4"). Each The Proxy Statement/Prospectus will be included in and will constitute a part of the Company, Parent Form S-4 as Valley Forge's prospectus. The Form S-4 and Merger Sub the Proxy Statement/Prospectus shall use its reasonable best efforts comply as to ensure that the Schedule 13E-3 complies form in all material respects with the requirements applicable provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Each of the Company, Parent Valley Forge and Merger Sub Synergetics shall use its reasonable best efforts to respond promptly to any comments of have the Form S-4 declared effective by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. Valley Forge shall, as promptly as practicable after receipt thereof, provide Synergetics copies of any written comments and advise Synergetics of any oral comments, with respect to the Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to the Company in the preparation, filing, and mailingProxy Statement/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the staff of the SEC or any request Prospectus received from the SEC or its staff for amendments or supplements to the Schedule 13E-3, the Company shall promptly notify Parent and Merger Sub, and shall provide Parent Synergetics with copies of a reasonable opportunity to review and comment on any and all correspondence between the Company and Valley Forge or any of its representatives, on the one hand, and the SEC, or its staff of the SECor any other governmental officials, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC , with respect theretoto the Form S-4, the Company (i) shall provide Parent and Merger Sub with a reasonable opportunity to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board Proxy Statement/Prospectus or the Special Committee from effecting a Change in Company RecommendationMerger and will provide Synergetics with copies of any such correspondence. Notwithstanding anything any other provision herein to the contrary, and subject no amendment or supplement (including by incorporation by reference) to compliance with the terms Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of Section 6.2(e)both Parties, in connection with any disclosure regarding a Change in Company Recommendation, the Company which approval shall not be required to provide Parent unreasonably withheld or Merger Sub with the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) the Schedule 13E-3 or any amendment or supplement theretodelayed; provided, or any comments thereon or another filing by the Company with the SEC, that with respect to such disclosure. (b) Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing, and mailing/distribution of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation a Party which are incorporated by reference in the Schedule 13E-3 Form S-4 or any Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other documents filed Party or its business, financial condition or results of operations. Valley Forge will use reasonable best efforts to cause the Proxy Statements/Prospectus to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the shareholders of Valley Forge stockholders, and Synergetics will use reasonable best efforts to cause the Company, contain any untrue statement of a material fact, or omit to state a material fact required Proxy Statement/Prospectus to be made therein, or necessary in order mailed to make the statements madeSynergetics' stockholders, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time, any event or circumstance relating to Parent, Merger Sub or the Company, or their respective Affiliates, officers or directors, should be discovered that should be set forth in an amendment or a supplement to the Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, the party discovering such event or circumstance shall promptly inform the other parties and an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC and disseminated to the shareholders of the Company to the extent required by Law; provided that prior to such filing, the Company and Parenteach case, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereon. (c) As soon as reasonably practicable after the SEC staff confirms that Form S-4 is declared effective under the Securities Act. Each Party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has no further comments on the Schedule 13E-3become effective, the Company shall (i) establish a record date for determining shareholders issuance of any stop order, the suspension of the Company to whom qualification of the Schedule 13E-3 will be mailed Valley Forge Shares issuable in connection with the Merger for offering or distributed (sale in any jurisdiction, or any request by the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law; SEC for amendment of the Proxy Statement/Prospectus or the Form S-4. (ii) mail or distribute or cause Valley Forge and Synergetics shall take all lawful action to be mailed or distributed call, give notice of, convene and hold a meeting of their respective stockholders on a date as soon as reasonably practicable for the Schedule 13E-3 purpose of obtaining the Requisite Valley Forge Stockholder Approval, and the Requisite Synergetics Stockholder Approval with respect to the holders adoption of Sharesthis Agreement and, including Shares represented with respect to Valley Forge, the Reincorporation. The Parties hereby agree to cause their respective Boards of Directors to recommend that their respective stockholders approve the Merger and, in the case of Valley Forge, the Reincorporation. The Parties further agree not to withdraw such recommendations unless such withdrawal is based primarily on a breach by ADSsthe other Party of any representation, as of the Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS Holderswarranty or covenant contained in this Agreement.

Additional Agreements. Section 7.1 6.01 Schedule 13E-3. (a) As soon as reasonably practicable following the date hereof of this Agreement, but in any event within twenty fifteen (2015) Business Days after the date hereof, the Company, Parent and Merger Sub shall jointly prepare and cause to be filed with the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 (such Schedule 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3”). Each of the Company, Parent and Merger Sub shall use its reasonable best efforts to ensure that the Schedule 13E-3 complies in 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 Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to the Company in the preparation, filing, filing and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the SEC or its staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3, the Company shall promptly notify Parent and Merger Sub, Sub and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the staff of the SECSEC and its staff, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable opportunity period of time to review and comment on such document or response; response and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company 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) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosure. (b) Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing, and mailing/distribution of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the shareholders holders of the CompanyShares, contain any untrue statement of a material fact, or omit to state a any material fact required to be made therein, or necessary stated therein in order to make the statements madetherein, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, Act and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a any material fact required to be made therein, or necessary stated therein in order to make the statements madetherein, in the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time, any event information, fact or circumstance relating to the Company, Parent, Merger Sub or the Company, or any of their respective Affiliates, or any of their respective officers or directors, should be is discovered that should be set forth in an amendment or a supplement to the the Schedule 13E-3 so that such document would Schedule 13E-3 will not include contain any misstatement untrue statement of a material fact or omit to state a any material fact required to be made therein, stated therein or necessary in order to make the statements madetherein, in the light of the circumstances under which they were are made, not misleading, the party discovering that discovers such event information, fact or circumstance shall promptly inform notify the other parties hereto and the Company shall file an appropriate amendment or supplement describing such event or circumstance shall be promptly filed information with the SEC and disseminated and, to the extent required by applicable Law, disseminate such to the shareholders of the Company to the extent required by LawCompany; provided provided, that prior to such filing, the Company and Parent, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereon. (c) As soon as reasonably practicable after the SEC staff confirms that it has no further comments on the Schedule 13E-313E-3 but in any event no later than three (3) days after such confirmation, the Company shall (i) establish a record date for determining shareholders of the Company to whom the Schedule 13E-3 will be mailed or distributed (the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or mail/distribute or cause to be mailed or mailed/distributed the Schedule 13E-3 (together with the Plan of Merger) to the holders of Shares, including Shares represented by ADSs, as of the date of such distribution of the Schedule 13E-3 (the “Record Date”); and (iiiii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 (together with the Plan of Merger) to all Record ADS Holders.

Additional Agreements. Section 7.1 Schedule 13E-3SECTION 6.01. PREPARATION OF THE FORM S-4 AND THE PROXY STATEMENT; STOCKHOLDER MEETINGS. (a) As soon as reasonably practicable following the date hereof but in any event within twenty (20) Business Days after the date hereofof this Agreement, the Company, Parent and Merger Sub Company shall jointly prepare and cause to be filed 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 Rule 13e-3 transaction statement on Schedule 13E-3 (such Schedule 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3”)prospectus. Each of the Company, Company and Parent and Merger Sub shall use its reasonable best efforts to ensure that have the Schedule 13E-3 complies in all material respects with Form S-4 declared effective under the requirements of Securities Act as promptly as practicable after such filing and keep the Exchange Act and Form S-4 effective for so long as necessary to consummate the rules and regulations promulgated thereunderMerger. Each of the Company, Parent and Merger Sub The Company shall use its reasonable best efforts to respond promptly cause the Proxy Statement to any comments be mailed to the stockholders of the SEC Company 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 in connection with respect to the Schedule 13E-3. Each issuance of shares of Parent and Merger Sub shall provide reasonable assistance and cooperation to the Company Common Stock in the preparation, filingMerger, and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3, the Company shall promptly notify Parent and Merger Sub, and shall provide Parent with copies of furnish all correspondence between information concerning the Company and its representativesthe holders of shares of Company Common Stock as may be reasonably requested by Parent in connection with any such action. No filing of, on the one hand, and the staff of the SEC, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect theretoto, the Company (i) shall provide Parent Form S-4 will be made by Parent, and Merger Sub with no filing of, or amendment or supplement to the Proxy Statement will made by the Company, without providing the other party and its counsel a reasonable opportunity to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company 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) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosure. (b) Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing, and mailing/distribution of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the shareholders of the Company, contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleadingthereon. If at any time prior to the Effective Time, Time any event or circumstance information relating to the Company or Parent, Merger Sub or the Company, or any of their respective Affiliates, officers directors or directorsofficers, should be discovered that by the Company or Parent which should be set forth in an amendment or a supplement to either the Schedule 13E-3 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 a any material fact required to be made therein, or necessary in order to make the statements madetherein, in the light of the circumstances under which they were made, not misleading, the party discovering which discovers such event or circumstance information shall promptly inform notify the other parties hereto and an appropriate amendment or supplement describing such event or circumstance information shall be promptly filed with the SEC and disseminated to the shareholders of the Company and, to the extent required by Law; provided that prior to such filing, the Company and Parent, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereon. (c) As soon as reasonably practicable after the SEC staff confirms that it has no further comments on the Schedule 13E-3, the Company shall (i) establish a record date for determining shareholders of the Company to whom the Schedule 13E-3 will be mailed or distributed (the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 disseminated to the holders of Shares, including Shares represented by ADSs, as of the Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS Holders.stockholders of

Additional Agreements. Section 7.1 Schedule 13E-3SECTION 6.01. Preparation of the Form S-4. (a) As soon promptly as reasonably practicable following after the date hereof of this Agreement (but in any no event within twenty (20) more than 20 Business Days after the date hereofof this Agreement), Parent shall prepare, together with the Company, Parent and Merger Sub shall jointly prepare and cause to be filed with the SEC a Rule 13e-3 transaction registration statement on Schedule 13E-3 Form S-4 pursuant to which the offer and sale of shares of Parent Common Stock in the Merger will be registered pursuant to the Securities Act, which will include the proxy statement relating to the Company Shareholder Meeting (such Schedule 13E-3together with any amendments or supplements thereto, as amended or supplemented, being referred to herein as the “Schedule 13E-3Form S-4”). Each of the Company, Parent and Merger Sub shall use its reasonable best efforts (i) to ensure that have the Schedule 13E-3 complies Form S-4 become effective under the Securities Act as promptly as reasonably practicable after such filing and (ii) to keep the Form S-4 effective as long as necessary to consummate the Transactions. The Company will cause the proxy statement contained in all material respects with the requirements Form S-4 to be disseminated to the holders of Company Common Stock as promptly as reasonably practicable after the Form S-4 has become effective under the Securities Act. Notwithstanding the foregoing, prior to filing the Form S-4, or any amendment or supplement thereto, each of the Exchange Act Company and Parent (i) shall provide the rules other and/or its counsel an opportunity to review and regulations promulgated thereunder. Each comment on such document (including the proposed final version of such document), (ii) shall consider in good faith all comments reasonably proposed by the other or its counsel and (iii) shall not file or mail such document or respond to the SEC prior to receiving the approval of the other, which approval shall not be unreasonably withheld, conditioned or delayed. (b) The Company and Parent will provide for inclusion or incorporation by reference into the Form S-4 all reasonably required information relating to the Company, Parent and or Merger Sub or their respective affiliates, and the Form S-4 shall use its reasonable best efforts include all information reasonably requested by such other party to respond be included therein. Parent shall promptly to any comments of the SEC with respect to the Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to notify the Company in the preparation, filing, and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt counsel of any comments or other communications, whether written or oral, that Parent or its counsel may receive from the staff of the SEC or any request time to time from the SEC or its staff for amendments or supplements with respect to the Schedule 13E-3, the Company shall promptly notify Parent and Merger SubForm S-4, and shall provide Parent the Company with copies of all written correspondence between the Company Parent and its representatives, on the one hand, and the staff of the SEC, on the other hand. Prior Parent shall use its reasonable best efforts to filing respond as promptly as reasonably practicable to any such comments from the Schedule 13E-3 (SEC or its staff with respect to the Form S-4, and will use its reasonable efforts to incorporate any amendment reasonable comments of the Company or supplement thereto) or its counsel prior to such response. The Company shall use its reasonable best efforts to cooperate with Parent in responding to any such comments from the SEC or its staff with respect to the Form S-4. Parent shall advise the Company, promptly after it receives notice thereof, of the SEC with respect theretotime of effectiveness of the Form S-4, the Company (i) shall provide Parent and Merger Sub with a reasonable opportunity to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board issuance of any stop order relating thereto or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to suspension of the contrary, and subject to compliance with qualification of the terms of Section 6.2(e), Parent Common Stock issuable in connection with the Merger for offering or sale in any disclosure regarding a Change jurisdiction, and Parent shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Parent shall also take any other action (other than qualifying to do business in Company Recommendationany jurisdiction in which Parent is not now so qualified) required to be taken under the Securities Act, the Securities Exchange Act, any applicable foreign or state securities or “blue sky” Laws and the rules and regulations thereunder in connection with the issuance of Parent Common Stock in the Merger, and 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) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosure. (b) Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others Company and the holders of its capital stock as may be reasonably requested in connection with the preparation, filing, and mailing/distribution of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub such actions. (c) The information provided by Parent and the Company agreesspecifically for use in the Form S-4 shall not, as with respect to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied provided by Parentsuch person, Merger Sub or on the Company, as applicable, expressly for inclusion or incorporation by reference date upon which the proxy statement and prospectus contained in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed Form S-4 is distributed to the shareholders holders of the CompanyCompany Common Stock, contain any untrue statement of a material fact, fact or omit to state a any material fact required to be made therein, stated therein or necessary in order to make the statements madetherein, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further and Parent agrees that all documents to promptly (i) correct any information provided by it specifically for use in the Form S-4 if and to the extent that such party is responsible information shall have become false or misleading in any material respect and (ii) supplement the information provided by it specifically for filing with use in the SEC in connection with the Merger will comply as Form S-4 to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and include any other applicable Laws and information that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or shall become necessary in order to make the statements madein the Form S-4, in the light of the circumstances under which they were made, not misleading. If at any time prior Parent further agrees to cause the Effective Time, any event Form S-4 as so corrected or circumstance relating to Parent, Merger Sub or the Company, or their respective Affiliates, officers or directors, should be discovered that should be set forth in an amendment or a supplement to the Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state a material fact required supplemented promptly to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, the party discovering such event or circumstance shall promptly inform the other parties and an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC and each of the Company and Parent agrees to cause the Form S-4 to be disseminated to the shareholders holders of Company Common Stock (and will use its reasonable efforts to incorporate any reasonable comments of the Company other party and/or its counsel prior to such filing and dissemination), in each case as and to the extent required by Law; provided that prior to such filing, the Company and Parent, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereonapplicable Laws. (c) As soon as reasonably practicable after the SEC staff confirms that it has no further comments on the Schedule 13E-3, the Company shall (i) establish a record date for determining shareholders of the Company to whom the Schedule 13E-3 will be mailed or distributed (the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 to the holders of Shares, including Shares represented by ADSs, as of the Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS Holders.

Additional Agreements. Section 7.1 Schedule 13E-35.1 SHAREHOLDERS' MEETING; PREPARATION OF COMPANY PROXY STATEMENT. (a) As The Company, acting through the Board, shall, in accordance with applicable Law and unless the Board shall have determined in good faith, based on the advice of counsel, that to do so could reasonably be determined by a court of competent jurisdiction to constitute a breach of its fiduciary duties to the Company's shareholders under applicable Law: (i) in cooperation with Parent, prepare and file with the SEC as soon as reasonably practicable following the execution of this Agreement preliminary proxy materials (together with any supplement or amendment thereto, the "Proxy Statement") relating to an annual or special meeting of its shareholders (the "Shareholders' Meeting") for the purpose of obtaining the Requisite Company Vote in accordance with the Exchange Act and include in the Proxy Statement the recommendation of the Board that shareholders of the Company vote in favor of the approval of this Agreement and the transactions contemplated hereby; (ii) at the earliest practicable date hereof but in any event within twenty following the later of (20x) Business Days after the date hereof, on which the Company, Parent and Merger Sub shall jointly prepare and cause registration statement on Form S-4 to be filed with the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 by Parent in connection with the issuance of Parent Common Stock in the Merger (such Schedule 13E-3the "Form S-4") is declared effective by the SEC and (y) Parent's submission of all filings with any PUC that may be necessary, as amended proper or supplemented, being referred to herein as the “Schedule 13E-3”). Each advisable under applicable Laws or Orders in respect of any of the Companytransactions contemplated by this Agreement, Parent and Merger Sub the Company shall use its reasonable best efforts to ensure that duly give notice of the Schedule 13E-3 complies Shareholders' Meeting, cause the Proxy Statement to be mailed to its shareholders, and convene and hold the Shareholders' Meeting; and (iii) take all action necessary in accordance with applicable law and its Articles of Incorporation and By-Laws to convene a meeting of its shareholders (the "Company Shareholders' Meeting") to consider and vote upon the approval of the Merger; subject to Section 5.4, the Company, through its Board of Directors, recommend to its shareholders approval of the Merger; and subject to Section 5.4 hereof, use its reasonable best efforts to obtain the favorable vote of its shareholders at the Company Shareholders' Meeting. (b) Parent shall in cooperation with the Company, prepare and file with the SEC as soon as practicable following the execution of this Agreement the Form S-4, in which the Proxy Statement will be included. If the SEC requires a Tax opinion in connection with the filing of the Form S-4, the Company shall cause ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ & Fish, LLP, counsel to the Company, to provide such opinion in the form required by the SEC. The issuance of such opinion shall be conditioned upon the receipt by ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ & Fish, LLP, of customary representation letters from each of the Company, Parent and Acquisition Sub in a form previously agreed to by the parties. (c) Parent and the Company shall each use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act and the Proxy Statement cleared by the SEC as promptly as practicable after their respective filings. Parent shall also take any action required to be taken under any applicable state securities laws in connection with the registration and qualification of the Parent Common Stock to be issued in the Merger, and the Company shall furnish all information relating to the Company and its shareholders as may be reasonably requested in connection with any such action. (d) The Proxy Statement and the Form S-4 shall comply as to form in all material respects with the requirements applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder. Each of party will notify the Company, Parent and Merger Sub shall use its reasonable best efforts to respond other party promptly to any comments of upon the SEC with respect to the Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to the Company in the preparation, filing, and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the staff of the SEC (whether written or any request oral) from the SEC or its staff and of any request by the SEC or its staff or any government officials for amendments or supplements to the Schedule 13E-3Form S-4, the Company shall promptly notify Parent Proxy Statement, or for any other filing or for additional information and Merger Sub, and shall provide Parent will supply the other party with copies of all correspondence between the Company and such party or any of its representatives, on the one hand, and the SEC, or its staff of the SECor any other government officials, on the other hand. Prior , with respect to filing the Schedule 13E-3 (Form S-4, the Proxy Statement, the Merger or any other filing. If at any time prior to the Shareholders' Meeting there shall occur any event that should be disclosed in an amendment or supplement thereto) to the Proxy Statement or responding to any comments of the SEC with respect theretoForm S-4, the Company and Parent shall use their reasonable best efforts to promptly prepare, file with the SEC (iif required under applicable Law) shall provide Parent and Merger Sub with a reasonable opportunity to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein mail to the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company Recommendation, the Company Company's shareholders such amendment or supplement. Parent shall not be required to provide Parent or Merger Sub with maintain the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) effectiveness of the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing Form S-4 for the purpose of resale by the Company's shareholders who may be affiliates of the Company with or Parent pursuant to Rule 145 under the SEC, with respect to such disclosure.Securities Act. 34 (be) Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing, and mailing/distribution of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, agrees that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly Parent for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with Proxy Statement and the SEC in connection with the TransactionsForm S-4, will, as of at the time such documents (or any amendment of mailing thereof or supplement thereto) are mailed to and at the shareholders time of the CompanyShareholders' Meeting, will contain any an untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time, any event or circumstance relating to Parent, Merger Sub or the Company, or their respective Affiliates, officers or directors, should be discovered that should be set forth in an amendment or a supplement to the Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state a material fact required to be made therein, stated therein or necessary in order to make the statements madetherein, in the light of the circumstances under which they were made, not misleading, the party discovering such event or circumstance shall promptly inform the other parties and an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC and disseminated to the shareholders . 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 and the Form S-4, at the time of mailing thereof and at the time of Shareholders' 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 extent required by Law; provided that prior to such filingstatements therein, in light of the circumstances under which they were made, not misleading. (f) Parent will provide the Company and Parent, as the case may be, shall consult its counsel with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to review and comment thereon. (c) As soon as reasonably practicable after on the Form S-4 and all responses to requests for additional information by and replies to comments of the SEC staff confirms that it has no further comments on prior to filing such with, or sending such to, the Schedule 13E-3SEC, and will provide the Company and its counsel with a copy of all such filings made with the SEC. Until such time as the Board of Directors of the Company takes any of the actions with respect to an Acquisition Proposal permitted pursuant to Section 5.4 of this Agreement, the Company shall (i) establish will provide Parent and its counsel with a record date reasonable opportunity to review and comment on the Proxy Statement and all responses to requests for determining shareholders additional information by and replies to comments of the Company SEC prior to whom filing such with, or sending such to, the Schedule 13E-3 SEC, and will be mailed or distributed (provide Parent and its counsel with a copy of all such filings made with the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 to the holders of Shares, including Shares represented by ADSs, as of the Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS HoldersSEC.

Additional Agreements. Section 7.1 Schedule 13E-3.5.1. PREPARATION OF THE FORM S-4 AND THE PROXY STATEMENT; STOCKHOLDERS MEETINGS (a) As soon as reasonably practicable following the date hereof but in any event within twenty (20) Business Days after the date hereofof this Agreement, the Company, Company and Parent and Merger Sub shall jointly prepare and cause to be filed 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 Rule 13e-3 transaction statement on Schedule 13E-3 (such Schedule 13E-3prospectus. Subject to Section 4.2, as amended or supplemented, being referred to herein as the “Schedule 13E-3”). Each each of the Company, Company and Parent and Merger Sub shall use its reasonable best efforts to ensure that (i) have the Schedule 13E-3 complies Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and (ii) cause the Proxy Statement to be mailed to the Company'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 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 requirements applicable provisions of the Exchange Securities Act and the rules Exchange Act. The Company and regulations promulgated thereunder. Each Parent shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the Companyother party of any oral comments, Parent and Merger Sub shall use its reasonable best efforts to respond promptly to any comments of the SEC with respect to the Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to the Company in the preparation, filing, and mailing/distribution of the Schedule 13E-3 and the resolution of comments Proxy Statement received from the SEC. Upon its receipt of any comments from the staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3, Parent shall provide the Company shall promptly notify Parent and Merger Sub, and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the staff of the SEC, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 prior to filing such document or response; with the SEC, and (ii) shall consider in good faith provide the Company with a copy of all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude such filings made with the Board or the Special Committee from effecting a Change in Company RecommendationSEC. Notwithstanding anything any other provision herein to the contrary, and subject no amendment or supplement (including by incorporation by reference) to compliance with the terms Proxy Statement or the Form S-4 shall be made without the approval of Section 6.2(e)both parties, in connection with any disclosure regarding a Change in Company Recommendation, the Company which approval shall not be required unreasonably withheld or delayed; PROVIDED, that with respect to provide Parent documents filed by a party which are incorporated by reference in the Form S-4 or Merger Sub 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 or and comment on (or include comments proposed by thereon. Parent or Merger Sub in) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosure. (b) Each of shall advise the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others as may be reasonably requested in connection with the preparationafter it receives notice thereof, filing, and mailing/distribution of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or when the Form S-4 has become effective, the issuance of any amendment thereof or supplement thereto) are mailed to stop order, the shareholders suspension of the Company, contain any untrue statement qualification of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC Parent Common Stock issuable in connection with the Merger will comply as to form and substance for offering or sale in all material respects with any jurisdiction, or any request by the applicable requirements SEC for amendment of the Securities ActForm 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 Exchange Act, and any other applicable Laws and that all information supplied by such party SEC for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light amendment of the circumstances under which they were made, not misleadingProxy 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, Time any event or circumstance information relating to the Company or Parent, Merger Sub or the Company, or any of their respective Affiliates, officers or directors, should be discovered that by the Company or Parent which should be set 37 forth in an amendment or a supplement to any of the Schedule 13E-3 Form S-4 or the Proxy Statement, so that any of such document documents would not include any misstatement of a material fact or omit to state a any material fact required to be made therein, or necessary in order to make the statements madetherein, in the light of the circumstances under which they were made, not misleading, the party discovering which discovers such event or circumstance information shall promptly inform notify the other parties hereto and an appropriate amendment or supplement describing such event or circumstance information shall be promptly filed with the SEC and disseminated to the shareholders of the Company and, to the extent required by Law; provided that prior law, disseminated to such filing, the stockholders of the Company and Parent, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereon. (cb) As The Company shall, as soon as reasonably practicable after practicable, consistent with the process of clearing the Proxy Statement with the SEC staff confirms that it has no further comments on and having the Schedule 13E-3SEC declare the Form S-4 effective, the Company shall (i) 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") for determining shareholders the purpose of obtaining the Company Stockholder Approval and shall take all lawful action to solicit adoption of this Agreement by the required Company Stockholder Approval. Unless the Company has terminated this Agreement pursuant to Section 7.1(f) hereof, the Company shall, through its Board of Directors, recommend to its stockholders adoption of this Agreement (the "COMPANY 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 to whom the Schedule 13E-3 will be mailed or distributed (the “Record Date”) Recommendation and shall not change such Record Date unless required to do so by applicable Law; (ii) mail the Company agrees that its obligations pursuant to this Section 5.1(b) shall not be affected by the commencement, public proposal, public disclosure or distribute or cause to be mailed or distributed the Schedule 13E-3 communication to the holders Company of Shares, including Shares represented by ADSs, as of the Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS Holdersany Takeover Proposal.

Additional Agreements. Section 7.1 Schedule 13E-3SECTION 5.1 Preparation of the Form S-4, Joint Proxy Statement; Stockholders Meetings. (a) As soon promptly as reasonably practicable following the date hereof but in any event within twenty (20) Business Days after the date hereof, the Companyof this Agreement, Parent and Merger Sub shall jointly prepare and cause to be filed file with the SEC (and the Company shall cooperate and participate in the preparation of) the Form S-4, in which the Joint Proxy Statement shall be included as a Rule 13e-3 transaction statement on prospectus 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 5.10 of the Company Disclosure Schedule 13E-3 (to be resold by such Schedule 13E-3, affiliates as amended or supplemented, being referred to herein as provided in the “Schedule 13E-3”last sentence of this Section 5.1(a). Each of the Company, Parent and Merger Sub the Company shall use their reasonable best efforts to have the Form S-4 and the Resale Prospectus declared effective under the Securities Act and the Joint Proxy Statement "cleared" by the SEC's staff for mailing in connection with the Company Stockholder Meeting and the Parent Stockholder Meeting as promptly as practicable after such filing. As promptly as practicable after the Form S-4 is declared effective, each of Parent and the Company shall cause the Joint Proxy Statement to be mailed to their respective stockholders. Parent shall use its reasonable best efforts to ensure that maintain the Resale Prospectus in effect for purposes of the Securities Act until the earlier of (i) such time as those affiliates identified on Schedule 13E-3 complies 5.10 have resold their Parent Common Stock covered by such Resale Prospectus or (ii) 365 days after the effective date of the Resale Prospectus. (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 all material respects 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 Joint 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 Joint Proxy Statement, such event promptly shall be so described, and such amendment or supplement shall be promptly filed with the requirements SEC and, as required by law, disseminated to the stockholders of the Exchange Act Company and the rules and regulations promulgated thereunder. Parent. (c) Each of the CompanyCompany 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 Merger Sub the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use its their respective reasonable best efforts to respond promptly to any comments of the SEC with respect to the Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to the Company in the preparation, filing, and mailing/distribution of the Schedule 13E-3 Form S-4 and the resolution of comments from Joint Proxy Statement as promptly as practicable after the SECreceipt thereof. Upon its receipt of any comments from The Company and Parent shall cooperate with each other and provide to each other all information necessary to prepare the staff of Form S-4 and the SEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3, the Company shall promptly notify Parent and Merger SubJoint Proxy Statement, and shall provide Parent with copies of promptly to the other party all correspondence between 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, its certificate of incorporation and its representativesby-laws, on as applicable, for the one hand, and the staff purpose of the SEC, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, obtaining the Company (i) shall provide Parent and Merger Sub with a reasonable opportunity to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, Stockholder Approval and subject to compliance with the terms of Section 6.2(e4.3(b), in connection with any disclosure regarding a Change in the Board of Directors of the Company shall recommend to the Company's stockholders that they affirmatively vote for the adoption of this Agreement (the "Company Recommendation"). The Company shall solicit from the holders of Company Common Stock proxies in favor of adoption of this Agreement and shall take all other lawful action necessary and desirable to obtain the Company Stockholder Approval. Once the Company Stockholders Meeting has been duly called and noticed, the Company shall not be required postpone or adjourn (other than for the absence of a quorum, and then only to provide Parent or Merger Sub with the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub innearest possible future date) the Schedule 13E-3 or any amendment or supplement theretoCompany Stockholders Meeting without Parent's written consent. Without limiting the generality of the foregoing, or any comments thereon or another filing the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(d) shall not be affected by the making, commencement, public announcement, public disclosure, submission, receipt or communication to the Company or its stockholders or professional advisors or representatives of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation or anything in this Agreement to the contrary, this Agreement shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of obtaining the Company Stockholder Approval, and nothing contained herein shall be deemed to relieve the Company of such obligation. The Company shall coordinate and cooperate with the SEC, Parent with respect to such disclosure.the timing of the Company Stockholders Meeting and the Parent Stockholder Meeting, and shall take all steps necessary to ensure that they are convened and held on the same date or as nearly proximate to one another as reasonably practicable. 57 (be) Each of Parent shall, as promptly as practicable after the CompanyForm S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold the Parent and Merger Sub shall promptly furnish all information concerning such party to the others as may be reasonably requested Stockholders Meeting in connection accordance with the preparation, filing, and mailing/distribution of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself FBCA and its respective Affiliates or Representatives, that none articles of the information supplied or to be supplied by Parent, Merger Sub or the Companyincorporation and by-laws, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or purpose of obtaining the Parent Stockholder Approval, and the Board of Directors of Parent shall recommend to be filed with its shareholders that they affirmatively vote to approve the SEC in connection with the Transactions, will, as issuance of the time such documents (or any amendment thereof or supplement thereto) are mailed Parent Common Stock pursuant to the shareholders of the Company, contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied transactions contemplated by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time, any event or circumstance relating to Parent, Merger Sub or the Company, or their respective Affiliates, officers or directors, should be discovered that should be set forth in an amendment or a supplement to the Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, the party discovering such event or circumstance shall promptly inform the other parties and an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC and disseminated to the shareholders of the Company to the extent required by Law; provided that prior to such filing, the Company and Parent, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereonthis Agreement. (c) As soon as reasonably practicable after the SEC staff confirms that it has no further comments on the Schedule 13E-3, the Company shall (i) establish a record date for determining shareholders of the Company to whom the Schedule 13E-3 will be mailed or distributed (the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 to the holders of Shares, including Shares represented by ADSs, as of the Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS Holders.

Additional Agreements. Section 7.1 Schedule 13E-34.1 Preparation of Form S-4 and the Joint Proxy Statement; Information Supplied. (a) As soon as reasonably practicable following the date hereof but in any event within twenty (20) Business Days after the date hereofof this Agreement, the Company, Parent Company and Merger Sub Conseco shall jointly prepare and cause to be filed file with the SEC the Joint Proxy Statement and Conseco shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a Rule 13e-3 transaction statement on Schedule 13E-3 (such Schedule 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3”)prospectus. Each of the Company, Parent Company and Merger Sub Conseco shall use its reasonable best efforts to ensure have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company will use its best efforts to cause the Joint Proxy Statement to be mailed to the Company's stockholders, and Conseco will use its best efforts to cause the Joint Proxy Statement to be mailed to Conseco's stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Conseco 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 Conseco Common Stock in the Merger and the Company shall furnish all information concerning the Company and the holders of the Common Stock as may be reasonably requested in connection with any such action. (b) The Company agrees that none of the Schedule 13E-3 complies information supplied or to be supplied by the Company specifically 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 or (ii) the Joint Proxy Statement will, at the date it is first mailed to the Company's stockholders or at the time of the Stockholders Meeting (as defined in Section 4.2), 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 Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except with respect to statements made or incorporated by reference therein based on information supplied by Conseco or LPG Acquisition specifically for inclusion or incorporated by reference in the Joint Proxy Statement. (c) Conseco agrees that none of the information supplied or to be supplied by Conseco or LPG Acquisition specifically 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, or (ii) the Joint Proxy Statement will, at the date the Joint Proxy Statement is first mailed to Conseco's stockholders or at the time of the Conseco Stockholders Meeting (as defined in Section 4.2), 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 Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder and the Joint 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. Each of the Company, Parent and Merger Sub shall use its reasonable best efforts to respond promptly to any comments of the SEC except with respect to statements made or incorporated by reference in either the Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to the Company in the preparation, filing, and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3, the Company shall promptly notify Parent and Merger Sub, and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the staff of the SEC, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable opportunity to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board Form S-4 or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company Recommendation, the Company shall not be required to provide Parent or Merger Sub with the opportunity to review or comment Joint Proxy Statement based on (or include comments proposed by Parent or Merger Sub in) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing information supplied by the Company with the SEC, with respect to such disclosure. (b) Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing, and mailing/distribution of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly specifically for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the shareholders of the Company, contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time, any event or circumstance relating to Parent, Merger Sub or the Company, or their respective Affiliates, officers or directors, should be discovered that should be set forth in an amendment or a supplement to the Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, the party discovering such event or circumstance shall promptly inform the other parties and an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC and disseminated to the shareholders of the Company to the extent required by Law; provided that prior to such filing, the Company and Parent, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereon. (c) As soon as reasonably practicable after the SEC staff confirms that it has no further comments on the Schedule 13E-3, the Company shall (i) establish a record date for determining shareholders of the Company to whom the Schedule 13E-3 will be mailed or distributed (the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 to the holders of Shares, including Shares represented by ADSs, as of the Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS Holders.

Additional Agreements. Section 7.1 Schedule 13E-3. (a) As soon as reasonably practicable following The Parties acknowledge that the date hereof but in any event within twenty (20) Business Days after the date hereof, the Company, Parent and Merger Sub shall jointly prepare and cause to be filed with the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 (such Schedule 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3”). Each tape out of the Company, Parent [****] Product with FoundryCo as required by Section 1 of and Merger Sub shall use its reasonable best efforts Exhibit A to ensure that the Schedule 13E-3 complies in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunderThird Amendment has not occurred. Each of the Company, Parent and Merger Sub shall use its reasonable best efforts FoundryCo hereby agrees to respond promptly to any comments of the SEC a waiver solely with respect to the Schedule 13E-3[****] Product in exchange for AMD’s agreement to tape out and manufacture the [****] Product [****] with FoundryCo. Each Except as set forth in the immediately preceding sentence, FoundryCo reserves any rights or remedies FoundryCo has arising out of Parent and Merger Sub shall provide reasonable assistance and cooperation or relating to the Company in the preparation, filing, and mailing/distribution requirements of Section 4 of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3, the Company shall promptly notify Parent and Merger Sub, and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the staff of the SEC, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable opportunity to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company 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) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosureThird Amendment. (b) Each of As consideration for the Companyagreements set forth in this Fourth Amendment including [****], Parent and Merger Sub shall promptly furnish all information concerning such party as well as for certain additional engineering services related to future product development to be performed by FoundryCo in 2014 subject to mutual agreement by the parties, in addition to other amounts payable by AMD to FoundryCo pursuant to the others as may be reasonably requested Agreement, AMD [****] = Certain confidential information contained in connection this document, marked by brackets, has been omitted and filed separately with the preparation, filing, Securities and mailing/distribution of the Schedule 13E-3 or any other documents filed or Exchange Commission pursuant to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the shareholders of the Company, contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements Rule 24b-2 of the Securities ActExchange Act of 1934, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleadingas amended. If at any time prior Confidential treatment has been requested with respect to the Effective Timeomitted portions. shall pay FoundryCo $[****] in cash during calendar year 2014, any event or circumstance relating to Parent, Merger Sub or the Company, or their respective Affiliates, officers or directors, should be discovered that should be set forth in an amendment or a supplement to the Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, the party discovering such event or circumstance shall promptly inform the other parties and an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC and disseminated to the shareholders of the Company to the extent required by Law; provided that prior to such filing, the Company and Parent, as the case may be, shall consult with each other [****]. AMD’s payment obligations with respect to such amendment payments shall be unconditional and AMD shall pay such amounts without reduction, abatement, diminution, counterclaim, set-off, defense, recoupment, deferment or supplement and shall afford other limitation, regardless of the acts, breaches or omissions, or alleged acts, breaches or omissions, of FoundryCo under the Agreement or otherwise, or for any other party and their Representatives a reasonable opportunity to comment thereonreason whatsoever. (c) As soon FoundryCo agrees to provide AMD, [****] during the 2014 Period up to a total of [****] NPI Wafers (as reasonably practicable after the SEC staff confirms that it has no further comments on the Schedule 13E-3defined below), the Company shall as follows: (i) establish a record date for determining shareholders at [****], an aggregate of [****] Wafers ([****] lots of [****] Wafers), and (ii) at [****], an aggregate of [****] Wafers ([****] lots of [****] Wafers); provided, that in all cases FoundryCo’s obligation to provide such [****] NPI Wafers to AMD shall be subject to FoundryCo having available, unutilized capacity at such facilities to manufacture such NPI Wafers as requested by AMD. As part of the Company [****] NPI Wafers as set forth above, FoundryCo agrees to whom provide, to the Schedule 13E-3 will extent requested by AMD, [****] per Product per tape out. Other than as set forth in preceding sentence, if AMD requests accelerated lead or cycle times for any NPI Wafers, FoundryCo shall not have any obligation to provide such Wafers unless AMD agrees to pay FoundryCo a per Wafer price not to exceed [****]. The term “NPI Wafers” shall mean Wafer Outs of Product Development Wafers processed during the 2014 Period that are tied to a new Product introduction and are not Production Wafers or multi-project wafers. For the avoidance of doubt, NPI Wafers are to be mailed or distributed (the “Record Date”) used for engineering and engineering sampling purposes only and shall not change be used for production shipments. NPI Wafers will not be included in [****] any quality or reliability criteria other than an applicable mutually agreed quality criteria for such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 to the holders of Shares, including Shares represented by ADSs, as of the Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS Holderswafers.

Additional Agreements. ‌ Section 7.1 Schedule 13E-3.6.1. Preparation of the Form S-4 and the Joint Proxy Statement/Prospectus; Stockholders Meetings.‌ (a) As soon as reasonably practicable following the date hereof but in any event within twenty (20) Business Days after of this Agreement, Amedisys and OPCH shall prepare the date hereofForm S-4 and the Joint Proxy Statement/Prospectus, and OPCH shall file the CompanyForm S-4, Parent and Merger Sub which shall jointly prepare and cause to be filed include the Joint Proxy Statement/Prospectus as a prospectus, with the SEC SEC. The parties shall consult each other in connection with setting a Rule 13e-3 transaction statement on Schedule 13E-3 (such Schedule 13E-3, as amended or supplemented, being referred preliminary record date for each of the Amedisys Stockholders Meeting and the OPCH Shareholders Meeting and shall commence broker searches pursuant to herein as Section 14a-13 of the “Schedule 13E-3”)Exchange Act in connection therewith. Each of the Company, Parent Amedisys and Merger Sub OPCH shall use its reasonable best efforts to ensure that have the Schedule 13E-3 complies in all material respects with Form S-4 declared effective under the requirements Securities Act as promptly as practicable after such filing. Amedisys and OPCH shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the Exchange Act and the rules and regulations promulgated thereunder. Each other party of the Companyany oral comments, Parent and Merger Sub shall use its reasonable best efforts to respond promptly to any comments of the SEC with respect to the Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to Form S-4 or the Company in the preparation, filing, and mailingJoint Proxy Statement/distribution of the Schedule 13E-3 and the resolution of comments Prospectus received from the SEC. Upon its receipt of any comments from the staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3, the Company OPCH and Amedisys shall promptly notify Parent cooperate and Merger Sub, and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the staff of the SEC, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub parties with a reasonable opportunity to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company 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) the Schedule 13E-3 or any amendment or supplement thereto, to the Form S-4 or any comments thereon or another the Joint Proxy Statement/Prospectus prior to filing by the Company such with the SEC. No filing of, or amendment or supplement to, the Form S-4 will be made by OPCH, and no filing of, or amendment or supplement to, the Joint Proxy Statement/Prospectus will be made by OPCH or Amedisys, in each case without providing the other with a reasonable opportunity to review and comment (which comments shall be considered by the applicable party in good faith) thereon if reasonably practicable; provided that with respect to such disclosure. (b) Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing, and mailing/distribution of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, by a party that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation are incorporated by reference in the Schedule 13E-3 Form S-4 or any the Joint Proxy Statement/Prospectus, this right of review and comment shall apply only with respect to information relating to the other documents filed party or its business, financial condition or results of operations, or the combined entity or the transactions contemplated hereby; and provided, further, that this review and comment right shall not apply with respect to information relating to an Amedisys Recommendation Change or an OPCH Recommendation Change. Amedisys shall use reasonable best efforts to cause the Joint Proxy Statement to be filed with mailed to Amedisys’s stockholders, and OPCH shall use reasonable best efforts to cause the SEC Joint Proxy Statement/Prospectus to be mailed to OPCH’s stockholders, in connection with each case as promptly as practicable after the TransactionsForm S-4 is declared effective under the Securities Act. Each party shall advise the other parties, willpromptly after it receives notice thereof, as of the time such documents (when the Form S-4 has become effective, of the time when any supplement or any amendment thereof or supplement thereto) are mailed to the shareholders Form S-4 has been filed, of the Company, contain issuance of any untrue statement of a material factstop order with respect to the Form S-4, or omit to state a material fact required to be made therein, or necessary in order to make of any request by the statements made, in the light SEC for amendment of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub Form S-4 or the Joint Proxy Statement/Prospectus or comments on the Form S-4 or the Joint Proxy Statement/Prospectus and the Company further agrees that all documents that such party is responsible for filing with responses thereto or requests by the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all for additional information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleadingrelating thereto. If at any time prior to the Effective Time, Time any event or circumstance information relating to ParentAmedisys, Merger Sub OPCH or the Company, or any of their respective Affiliatesaffiliates, officers or directors, should be discovered by Amedisys or OPCH that should be set forth in an amendment or a supplement to any of the Schedule 13E-3 Form S-4 or the Joint Proxy Statement/Prospectus so that any such document would not include any misstatement of a material fact or omit to state a any material fact required to be made therein, or necessary in order to make the statements madetherein, in the light of the circumstances under which they were made, not misleading, the party discovering that discovers such event or circumstance information shall promptly inform notify the other parties party and an appropriate amendment or supplement describing such event or circumstance information shall be promptly filed with the SEC and disseminated to the shareholders of the Company and, to the extent required by Applicable Law; provided , disseminated to the stockholders of Amedisys and OPCH. (b) Amedisys shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the “Amedisys Stockholders Meeting”) in accordance with the DGCL and the rules of the NASDAQ for the purpose of obtaining the Amedisys Stockholder Approval and shall, subject to the provisions of Section 5.2(b) and Section 5.2(d), through its Board of Directors, recommend to its stockholders the adoption of this Agreement. Amedisys may only postpone or adjourn the Amedisys Stockholders Meeting (i) to solicit additional proxies for the purpose of obtaining the Amedisys Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Amedisys has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Amedisys prior to such filing, the Company and Parent, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereonAmedisys Stockholders Meeting. (c) As OPCH shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the “OPCH Stockholders Meeting”) in accordance with the DGCL and the rules of the NASDAQ for the purpose of obtaining the OPCH Stockholder Approvals and shall, subject to the provisions of Section 5.3(b) and Section 5.3(d), through its Board of Directors, recommend to its stockholders the approval of the OPCH Share Issuance and the adoption of the OPCH Charter Amendment. OPCH may only postpone or adjourn the OPCH Stockholders Meeting (i) to solicit additional proxies for the purpose of obtaining the OPCH Stockholder Approvals, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that OPCH has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of OPCH prior to the OPCH Stockholders Meeting. (d) Amedisys and OPCH shall use reasonable best efforts to hold the Amedisys Stockholders Meeting and the OPCH Stockholders Meeting on the same date and as soon as reasonably practicable after the SEC staff confirms that it has no further comments on date of this Agreement. (e) Subject to the Schedule 13E-3terms and conditions of this Agreement, the Company including Section 5.2 and Section 5.3, Amedisys and OPCH shall use reasonable best efforts to (i) establish a record date for determining shareholders solicit from Amedisys’s stockholders (in the case of Amedisys) and OPCH’s stockholders (in the case of OPCH) proxies in favor of the Company to whom Amedisys Stockholder Approval and the Schedule 13E-3 will be mailed or distributed (the “Record Date”) OPCH Stockholder Approvals, respectively, and shall not change such Record Date unless required to do so by applicable Law; (ii) mail take all other action necessary or distribute or cause advisable to secure the Amedisys Stockholder Approval and the OPCH Stockholder Approvals, respectively. (f) The only matters to be mailed or distributed voted upon at each of the Schedule 13E-3 Amedisys Stockholders Meeting and the OPCH Stockholders Meeting are (i) the Merger, in the case of the Amedisys Stockholders Meeting, and the OPCH Share Issuance and the OPCH Charter Amendment, in the case of the OPCH Stockholders Meeting, (ii) compensatory arrangements between Amedisys and its executive officers relating to the holders of SharesMerger (on a non-binding, including Shares represented by ADSsadvisory basis), as in the case of the Record Date; Amedisys Stockholders Meeting, and (iii) instruct any adjournment or postponement of the Depositary Amedisys Stockholders Meeting or the OPCH Stockholders Meeting, as applicable, for a reasonable period to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) solicit additional proxies, if deemed necessary by Amedisys or OPCH, respectively, and (Biv) provide any other matters that are (I) required by Applicable Law or the Schedule 13E-3 Bylaws of OPCH or Amedisys, as applicable, or (II) if so desired and mutually agreed on, of the type customarily brought before a meeting of stockholders in connection with approval of this Agreement and the transactions contemplated by this Agreement. (g) Without limiting the generality of the foregoing, (i) OPCH agrees that its obligations pursuant to this Section 6.1 to hold the OPCH Stockholders Meeting shall not be affected by the commencement, public proposal, public disclosure or communication to OPCH or any other person of any OPCH Alternative Transaction or the making of an OPCH Recommendation Change and (ii) Amedisys agrees that its obligations pursuant to this Section 6.1 to hold the Amedisys Stockholders Meeting shall not be affected by the commencement, public proposal, public disclosure or communication to Amedisys or any other person of any Amedisys Alternative Transaction or the making of an Amedisys Recommendation Change. (h) Each of Amedisys and OPCH agrees that none of the information supplied or to be supplied by such party (or its subsidiaries) 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, and 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 in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, or (ii) the Joint Proxy Statement/Prospectus will, at the date it is first mailed to OPCH's or Amedisys's stockholders or at the time of the OPCH Stockholders Meeting or the Amedisys 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. Each of Amedisys and OPCH will cause the Form S-4 and the Joint Proxy Statement/Prospectus to comply as to form in all Record ADS Holdersmaterial respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, no covenant is made by either Amedisys or OPCH with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the other party (or its subsidiaries) for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement/Prospectus.

Additional Agreements. Section 7.1 Schedule 13E-35.1 PREPARATION OF FORM S-4 AND PROXY STATEMENT/PROSPECTUS; COMPANY STOCKHOLDERS MEETING. (a) As soon promptly as reasonably practicable following the date hereof but in any event within twenty (20) Business Days after the date hereof, the Company, Parent and Merger Sub Company shall jointly prepare and cause to be filed file with the SEC preliminary proxy materials which shall constitute the Proxy 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 Rule 13e-3 transaction registration statement on Schedule 13E-3 Form S-4 with respect to the issuance of Parent Common Stock in the Merger (such Schedule 13E-3, the "FORM S-4"). The Proxy Statement/ Prospectus will be included in the Form S-4 as amended or supplemented, being referred Parent's prospectus. The Form S-4 and the Proxy Statement/Prospectus shall comply as to herein as form in all material respects with the “Schedule 13E-3”)applicable provisions of the Securities Act and the Exchange Act. Each of the Company, Parent and Merger Sub the Company shall use its reasonable best efforts to ensure that have the Schedule 13E-3 complies in all material respects Form S-4 declared effective under the Securities Act as promptly as practicable after filing with the requirements of SEC and to keep the Exchange Act Form S-4 effective as long as is necessary to consummate the Merger. Parent and the rules 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 regulations promulgated thereunderadvise the other party of any oral comments with respect to the Proxy Statement/Prospectus received from the SEC. Each of the Company, Parent and Merger Sub The Company shall use its reasonable best efforts to respond promptly cause the Proxy Statement/Prospectus to any comments of the SEC with respect be mailed to the Schedule 13E-3Company's stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Each 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 Parent process) required to be taken under any applicable state securities laws in connection with the Share Issuance and Merger Sub shall provide reasonable assistance and cooperation to the Company in the preparation, filing, and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3, the Company shall promptly notify Parent and Merger Sub, and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the staff of the SEC, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable opportunity to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company 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) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosure. (b) Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others Company and the holders of Company Common Stock as may be reasonably requested in connection with the preparation, filing, and mailing/distribution of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactionssuch action. Each of Parent, Merger Sub and the Company agreesand 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 to itself and its respective Affiliates the case may be, or Representatives, that none of the information supplied or to be supplied requests by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the shareholders of the Company, contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleadingadditional information. If at any time prior to the Effective Time, Time any event or circumstance information relating to the Company or Parent, Merger Sub or the Company, or any of their respective Affiliatesaffiliates, officers or directors, should be discovered that by the Company or Parent which should be set forth in an amendment or a supplement to any of the Schedule 13E-3 Form S-4 or the Proxy Statement/Prospectus, so that any of such document documents would not include any misstatement of a material fact or omit to state a any material fact required to be made therein, or necessary in order to make the statements madetherein, in the light of the circumstances under which they were made, not misleading, the party discovering which discovers such event or circumstance information shall promptly inform notify the other parties hereto and an appropriate amendment or supplement describing such event or circumstance information shall be promptly filed with the SEC and disseminated to the shareholders of the Company and, to the extent required by Law; provided law, disseminated to the stockholders of the Company. Parent agrees that prior none of the information supplied or to such filingbe 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 Parentthe 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, as the case may berespectively, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to review and comment thereonon 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. (cb) As soon The Company shall, as reasonably promptly as practicable after following the SEC staff confirms execution of this Agreement, 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 Vote with respect to the adoption of this Agreement (PROVIDED that it has no further comments on is understood that it is the Schedule 13E-3intention of the Company that the Company Stockholder 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 5.4 and without limiting its rights under SECTION 7.1(f), the Board of Directors of the Company shall recommend adoption of this Agreement by the stockholders of the Company. Without limiting the generality of the foregoing and without limiting its rights pursuant to SECTIONS 5.4 and 7.1(f), the Company shall (i) establish a record date for determining shareholders agrees that its obligations pursuant to the first sentence of this SECTION 5.1(b)shall not be affected by the commencement, public proposal, public disclosure or communication to the Company to whom the Schedule 13E-3 will be mailed or distributed of any Acquisition Proposal (the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 to the holders of Shares, including Shares represented by ADSs, as of the Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS Holdersdefined in SECTION 5.4(b)).

Additional Agreements. Section 7.1 Schedule 13E-3. (a) As soon The Parties hereby agree that as reasonably practicable expeditiously as possible following the date hereof but execution of this Amendment, and in any event within twenty one (201) Business Days business day after the date hereofexecution of this Amendment, the Company, Parent and Merger Sub Company shall jointly prepare use Reasonable Best Efforts to secure and cause to be filed with the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 (such Schedule 13E-3Company consents from Company Stockholders necessary to secure the Requisite Stockholder Approval of the Agreement and the Merger, as amended or supplemented, being referred to herein as by this Amendment (the “Schedule 13E-3Supplemental Stockholder Approval”), which consents shall be in a form that is reasonably acceptable to the Buyer. Each From and after the effectiveness of this Amendment all references in the Merger Agreement to the Requisite Stockholder approval shall mean adoption of the CompanyMerger Agreement, Parent and Merger Sub shall use its reasonable best efforts to ensure that as amended by the Schedule 13E-3 complies in all material respects with Amendment. In addition, within one (1) business day after the requirements execution 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 Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to the Company in the preparation, filing, and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3this Amendment, the Company shall promptly notify Parent and Merger Submail an addendum to the Disclosure Statement, and shall provide Parent with copies of all correspondence between in a form reasonably acceptable to the Buyer, to the Company and its representatives, on the one hand, and the staff of the SEC, on the other handStockholders. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company Such addendum shall include (i) shall provide Parent and a summary describing the amendments to the Merger Sub with a reasonable opportunity to review and comment on such document or response; and Agreement set forth in this Amendment, (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, a statement that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company Recommendation, appraisal rights are available for the Company shall not be required Shares pursuant to provide Parent or Merger Sub with the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosure. (b) Each Section 262 of the CompanyDGCL and a copy of such Section 262, Parent and Merger Sub shall promptly furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing, and mailing/distribution of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the shareholders of the Company, contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time, any event or circumstance relating to Parent, Merger Sub or the Company, or their respective Affiliates, officers or directors, should be discovered that should be set forth in an amendment or a supplement to the Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, the party discovering such event or circumstance shall promptly inform the other parties and an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC and disseminated to the shareholders of the Company to the extent required by Law; provided that prior to such filing, the Company and Parent, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereon. (c) As soon as reasonably practicable after the SEC staff confirms that it has no further comments on the Schedule 13E-3, the Company shall (i) establish a record date for determining shareholders of the Company to whom the Schedule 13E-3 will be mailed or distributed (the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 to the holders of Shares, including Shares represented by ADSs, as of the Record Date; and (iii) instruct a written notice, pursuant to Sections 228 and 262(d) of the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 DGCL, to all Record ADS Holdersstockholders of the Company that did not execute the written consent set forth above informing them that the Merger Agreement, this Amendment, and the Merger were adopted and approved by the stockholders of the Company.

Additional Agreements. Section 7.1 9.1 Proxy Statement and Schedule 13E-3; Shareholder Approval. (a) As soon promptly as reasonably practicable following the date hereof but in any event within twenty (20) Business Days after the date hereofexecution of this Agreement, the Company, Parent Company and Merger Sub Purchaser shall jointly cooperate and promptly prepare and cause to be filed file with the SEC a Rule 13e-3 transaction proxy statement on Schedule 13E-3 (such Schedule 13E-3, as amended or supplemented, being referred relating to herein as the “Schedule 13E-3”). Each meeting of the Company, Parent and Merger Sub shall use its reasonable best efforts to ensure that the Schedule 13E-3 complies in 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 Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to the Company in the preparation, filing, and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3, the Company shall promptly notify Parent and Merger Sub, and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the staff of the SEC, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable opportunity to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company 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) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosure. (b) Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing, and mailing/distribution of the Schedule 13E-3 or any other documents filed or 's shareholders to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the shareholders of the Company, contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC held in connection with the Merger will (together with any amendments thereof or supplements thereto, the "Proxy Statement"), a joint Rule 13e-3 Transaction Statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the "Schedule 13E-3") with respect to the Merger. The respective parties shall cause the Proxy Statement and the Schedule 13E-3 to comply as to form and substance in all material respects with the applicable requirements provisions of the Securities Act, the Exchange Act, including Regulation 14A and Rule 13e-3. The respective Parties, after consultation with the other, will use all reasonable efforts to respond to any comments made by the SEC with respect to the Proxy Statement and the Schedule 13E-3. Each of the Purchaser and the Company shall furnish to each other all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Proxy Statement and the Schedule 13E-3. (b) No amendment or supplement to the Proxy Statement, the Schedule 13E-3 or any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document SEC Document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made thereinby the Company without the reasonable approval of Purchaser. The Company will advise Purchaser, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or necessary any other SEC Document or comments thereon and responses thereto or requests by the SEC for additional information. (c) Each of the Parties agrees to use its reasonable efforts to cooperate and to provide each other with such information as any of such parties may reasonably request in order connection with the preparation of the Proxy Statement and the Schedule 13E-3. Each Party agrees promptly to make the statements madesupplement, update and correct any information provided by it for use in the light of Proxy Statement and the circumstances under which they were madeSchedule 13E-3 to the extent that it is or shall have become incomplete, not false or misleading. If at any time prior to the Effective Time, any event or circumstance relating to ParentPurchaser or its officers and directors, Merger Sub should be discovered by Purchaser which should be set forth in an amendment or supplement to the Proxy Statement or the Schedule 13E-3, Purchaser shall promptly inform the Company. If at any time prior to the Effective Time, any event or circumstance relating to the Company, or their respective Affiliates, its officers or directors, should be discovered that by the Company which should be set forth in an amendment or a supplement to the Schedule 13E-3 so that such document would not include any misstatement of a material fact Proxy Statement or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, the party discovering such event or circumstance shall promptly inform the other parties and an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC and disseminated to the shareholders of the Company to the extent required by Law; provided that prior to such filing, the Company and Parent, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereon. (c) As soon as reasonably practicable after the SEC staff confirms that it has no further comments on the Schedule 13E-3, the Company shall promptly inform Purchaser. (d) As promptly as practicable after the clearance of the Proxy Statement and the Schedule 13E-3 by the SEC, the Company shall mail the Proxy Statement to its shareholders (or, if the SEC chooses not to review the Proxy Statement and the Schedule 13E-3, within 10 days after the date that the SEC notifies the Company that it will not review the Proxy Statement). Subject to Sections 9.1(h) and 9.2, the Proxy Statement shall include the recommendation of the Board of Directors of the Company and the Special Committee thereof that approval of this Agreement, the Merger and the Amended and Restated Articles of Incorporation by the Company's shareholders is advisable and that the Board of Directors of the Company and the Special Committee have determined that the Merger and the Amended and Restated Articles of Incorporation is fair to, and in the best interests of, the Company's shareholders. (e) In accordance with the Company Articles of Incorporation and Company Bylaws, the Company shall duly call, give notice of, convene and hold a Shareholders' Meeting, to be held as promptly as practicable after execution of this Agreement, on a date reasonably acceptable to Purchaser, for the purpose of voting upon approval of this (i) establish a record date for determining shareholders of the Company to whom the Schedule 13E-3 will be mailed or distributed (the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law; Agreement, (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 to the holders Amended and Restated Articles of Shares, including Shares represented by ADSs, as of the Record Date; Incorporation and (iii) instruct the Depositary Merger by the Company's shareholders and such other related matters as it deems appropriate. The Company shall use its reasonable efforts to hold the Shareholders' Meeting as promptly as practicable after the date on which the Proxy Statement is cleared by the SEC. (Af) fix The Company shall use its best efforts to obtain the Record Date Company Shareholder Approval and the Disinterested Shareholder Approval, subject to the terms of Section 9.1(h) and 9.2. (g) In connection with the Merger, the Company shall furnish Purchaser with mailing labels containing the names and addresses of all record holders of shares of Company Common Stock and with security position listings of shares of Company Common Stock held in stock depositories, each as of a recent date, and of those persons becoming record holders subsequent to such date. The Company shall furnish Purchaser with all such additional information (including, but not limited to, updated lists of holders of shares of Company Common Stock and their addresses, mailing labels and lists of security positions) and such other assistance as Purchaser or its agents may reasonably request in soliciting proxies and communicating the Merger to the record and beneficial owners of shares of Company Common Stock. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Proxy Statement and any other documents necessary to consummate the Merger, Purchaser shall hold in confidence the information contained in such labels, listings and files, and shall use such information only in connection with the Merger. If this Agreement is terminated, Purchaser will deliver to the Company all copies of such information (and extracts and summaries thereof) then in its or its agent's or advisor's possession. (h) Neither the Board of Directors of the Company nor any committee thereof shall, except as expressly permitted by this Section 9.1(h), (i) withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaser, the approval or recommendation of such Board of Directors of this Agreement, the Amended and Restated Articles of Incorporation or the Merger, (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal, or (iii) cause the Company to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement (each, an "Acquisition Agreement") related to any Acquisition Proposal. Notwithstanding the foregoing, in the event that, prior to obtaining the Disinterested Shareholder Approval, the Special Committee determines in good faith, after it has received a Superior Proposal and after receipt of advice from outside counsel, that the failure to do so would result in a reasonable possibility that the Board of Directors of the Company would breach its fiduciary duties to the Company's shareholders under applicable Law, the Board of Directors of the Company may (subject to this sentence) inform the Company's shareholders that it no longer believes that the Merger is advisable and no longer recommends approval and may (subject to this sentence) approve or recommend a Superior Proposal (and in connection therewith withdraw or modify its approval or recommendation of this Agreement, the Amended and Restated Articles of Incorporation or the Merger) (a "Subsequent Determination"), but only at a time that is after the second business day following Purchaser's receipt of written notice advising Purchaser that the Board of Directors of the Company has received a Superior Proposal specifying the material terms and conditions of such Superior Proposal (and including a copy thereof with all accompanying documentation, if in writing), identifying the person making such Superior Proposal and stating that it intends to make a Subsequent Determination. Notwithstanding any other provision of this Agreement, the Company shall submit this Agreement and the Amended and Restated Articles of Incorporation to its shareholders at its Shareholders' Meeting even if the Board of Directors of the Company determines at any time after the date for determining hereof that it is no longer advisable or recommends that the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS HoldersCompany's shareholders reject it.

Additional Agreements. Section 7.1 Schedule 13E-36.01 Preparation of the Form S-4 and Joint Proxy Statement. (a) As soon as reasonably practicable following the date hereof but in any event within twenty (20) Business Days after the date hereof, the Companyof this Agreement, Parent and Merger Sub the Company shall jointly prepare prepare, together with USV,, and cause to be filed Parent shall file with the SEC SEC, a Rule 13e-3 transaction joint proxy statement/information statement on Schedule 13E-3 (such Schedule 13E-3the "Joint Proxy Statement") in preliminary form and the Form S-4, in which the Joint Proxy Statement will be included as amended or supplementeda prospectus, being referred to herein as the “Schedule 13E-3”). Each of the Company, and Parent and Merger Sub the Company shall use its their reasonable best efforts to ensure that the Schedule 13E-3 complies in 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 as promptly to any comments of the SEC with respect to the Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to the Company in the preparation, filing, and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3, the Company shall promptly notify Parent and Merger Sub, and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the staff of the SEC, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding as practicable to any comments of the SEC with respect thereto, the Company (i) shall provide . Parent and Merger Sub with a reasonable opportunity to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company Recommendation, the Company shall not be required use their reasonable efforts to provide Parent or Merger Sub with have the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing Form S-4 declared effective by the Company with the SEC, with respect SEC as promptly as practicable after such filing and to such disclosure. (b) Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing, and mailing/distribution of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, ensure that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the shareholders of the Company, contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance it complies in all material respects with the applicable requirements provisions of the Securities Act, Act and the Exchange Act, . Parent and the Company shall also take any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact action required to be made therein, or necessary taken under any applicable federal and state securities laws in order to make connection with the statements made, issuance of Parent Common Stock in the light Merger and each of the circumstances under which they were madeParent 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 or any such action. Parent and the Company shall each be solely responsible for any statement, not misleadinginformation or omission in the Form S-4 or the Joint Proxy Statement relating to it based upon information provided by it for inclusion therein. If 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, at any time prior to the Effective Timereceipt of the Company Stockholder Approval or the Parent Stockholder Approval, any event occurs with respect to the Company or circumstance relating any Company Subsidiary, or any change occurs with respect to Parent, Merger Sub other information supplied by the Company for inclusion in the Form S-4 or the CompanyJoint Proxy Statement, or their respective Affiliates, officers or directors, should which is required to be discovered that should be set forth described in an amendment of, or a supplement to to, the Schedule 13E-3 so that Form S-4 or the Joint Proxy Statement, the Com- pany shall promptly notify Parent of such document would not include any misstatement of a material fact or omit to state a material fact required to be made thereinevent, or necessary in order to make and the statements made, Company and Parent shall cooperate in the light prompt filing with the SEC of the circumstances under which they were made, not misleading, the party discovering such event or circumstance shall promptly inform the other parties and an appropriate any necessary amendment or supplement describing such event or circumstance shall be promptly filed with the SEC and disseminated to the shareholders of Form S-4 or the Company to the extent Joint Proxy Statement and, as required by Law; provided that prior to such filing, in disseminating the Company and Parent, as the case may be, shall consult with each other with respect to information contained in such amendment or supplement and shall afford to Parent's or the other party and their Representatives a reasonable opportunity to comment thereonCompany's stockholders. (c) As soon If, at any time prior to the receipt of the Company Stockholder Approval or the 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, which is required to be described in an amendment of, or a supplement 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 and, as reasonably required by Law, in disseminating the information contained in such amendment or supplement to Parent's or the Company'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 use its reasonable efforts to cause the Joint Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after the SEC staff confirms date of this Agreement. (f) Parent shall, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold an annual meeting of its stockholders (the "Parent Stockholders Meeting") for the purpose of, among other things, seeking the Parent Stockholder Approval. Parent shall use its rea- sonable 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 the Parent Board, recommend to its stockholders that they give the Parent Stockholder Approval. (g) Palisade agrees that, by its execution and delivery of this Agreement, it has no further comments on the Schedule 13E-3, the Company shall agrees to (i) establish a record date for determining shareholders vote all shares of the Company to whom Parent owned by it in favor of the Schedule 13E-3 will be mailed or distributed (Merger when called upon by the “Record Date”) and shall not change such Record Date unless required Parent to do so by applicable Lawso; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 to the holders vote all shares of Shares, including Shares represented USV owned by ADSs, as it in favor of the Record DateUSV Transaction when called upon by USV to do so; and (iii) instruct vote all shares of Parent owned by it in favor of the Depositary USV Transaction when called upon by Parent to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS Holdersdo so.

Additional Agreements. Section 7.1 Schedule 13E-3SECTION 6.01. PREPARATION OF FORM F-4 AND PROXY STATEMENT/PROSPECTUS OR INFORMATION STATEMENT/PROSPECTUS; STOCKHOLDERS MEETING/WRITTEN CONSENT. (a) As If required by Law in order to consummate the Merger, as soon as reasonably practicable following the date hereof but in any event within twenty (20) Business Days after expiration of the date hereof, the CompanyOffer, Parent and Merger Sub the Company shall jointly prepare and cause to be filed file with the SEC (i) a post-effective amendment to the Form F-4 for the offer and sale of the Parent ADSs pursuant to the Merger and in which a proxy statement prepared by the Company and Parent relating to the Company Stockholders Meeting (as amended or supplemented from time to time, the "PROXY STATEMENT") or an information statement prepared by the Company and Parent pursuant to Rule 14c-2 under the Exchange Act (as amended or supplemented from time to time, the "INFORMATION STATEMENT"), as applicable, which will contain the information required under Rule 13e-3 under the Exchange Act, will be included as a prospectus (the "POST-EFFECTIVE AMENDMENT") and (ii) together with Merger Sub, a Rule 13e-3 transaction statement Transaction Statement on Schedule 13E-3 with respect to the Merger (such Schedule as supplemented or amended, the "SCHEDULE 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3”"). Each of the Company, Company and Parent shall notify the other (and Merger Sub each shall use also notify the Special Committee and its reasonable best efforts to ensure that the Schedule 13E-3 complies in all material respects with the requirements counsel) promptly 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 Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to the Company in the preparation, filing, and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the staff of the SEC or its staff and of any request from by the SEC or its staff for amendments or supplements to the Schedule 13E-3Post-Effective Amendment, the Company shall promptly notify Parent and Merger SubProxy Statement, the Information Statement or the Schedule 13E-3 or for additional information and shall provide Parent supply the other with copies of all correspondence between the Company and it or any of its representatives, on the one hand, and the staff of the SECSEC or its staff, on the other hand. Prior , with respect to filing the Post-Effective Amendment, the Proxy Statement, the Information Statement or the Schedule 13E-3 (or any amendment or supplement thereto) or responding 13E-3. Each of the Company and Parent shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to, the Company (i) shall provide Parent and Merger Sub with Post-Effective Amendment, the Proxy Statement, the Information Statement or the Schedule 13E-3 will be made by either party, without providing the other party a reasonable opportunity to review and comment on such document thereon. Each of the Company and Parent shall use its reasonable best efforts to have the Post-Effective Amendment declared effective under the Securities Act as promptly as practicable after its filing. The Company will use its reasonable best efforts to cause the Proxy Statement or response; and Information Statement, as applicable, to be mailed to holders of the Company's capital stock as promptly as practicable after the Post-Effective Amendment is declared effective under the Securities Act. Parent shall also take any action (iiother 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) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein required to the contrary, and subject to compliance with the terms of Section 6.2(e), be taken under any applicable state securities laws in connection with any disclosure regarding a Change in Company Recommendationthe issuance of Parent ADSs pursuant to the Offer and the Merger, and 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) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosure. (b) Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others Company and its stockholders as may be reasonably requested in connection with any such action and the preparation, filing, and mailing/filing and/or distribution of the Schedule 13E-3 or any other documents filed or to be filed with Proxy Statement, the SEC in connection with the Transactions. Each of Parent, Merger Sub Information Statement and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the shareholders of the Company, contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading13E-3. If at any time prior to the Effective Time, Time any event or circumstance information relating to the Company or Parent, Merger Sub or the Company, or any of their respective Affiliatesaffiliates, officers or directors, should be discovered that by the Company or Parent which should be set forth in an amendment or a supplement to any of the Post-Effective Amendment, the Proxy Statement, the Information Statement or the Schedule 13E-3 13E-3, so that any of such document documents would not include any a misstatement of a material fact or omit to state a any material fact required to be made therein, or necessary in order to make the statements madetherein, in the light of the circumstances under which they were made, not misleading, the party discovering which discovers such event or circumstance information shall promptly inform notify the other parties hereto, and an appropriate amendment or supplement describing such event or circumstance information shall be promptly filed with the SEC and disseminated to the shareholders of the Company and, to the extent required by Law; provided that prior , disseminated by the Company to such filingholders of the Company's capital stock. (b) If required by Law in order to consummate the Merger, the Company shall establish, prior to or as soon as practicable following the date upon which the Post-Effective Amendment becomes effective, a record date (which shall be prior to or as soon as practicable following the date upon which the Post-Effective Amendment becomes effective), and Parenteither duly call, give notice of, convene and hold a meeting of holders of the Company's capital stock (the "COMPANY STOCKHOLDERS MEETING") or follow all required procedures in soliciting consents from holders of Company Common Stock, for the purpose of seeking the Company Stockholder Approval, as applicable. In such event, the Proxy Statement or the Information Statement, as the case may be, shall consult include a description of the recommendations referred to in Section 3.03(b), and neither the Company Board nor any committee thereof shall withdraw or modify, or propose to withdraw or modify such recommendations or related approval; PROVIDED, HOWEVER, that the Company Board or the Special Committee may determine not to make such recommendations or such recommendations may be withdrawn or modified to the extent that the Special Committee determines in good faith, after consultation with each other outside legal counsel, that such recommendations would be inconsistent with respect its fiduciary duties to such amendment stockholders of the Company under applicable law. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 6.01(b) shall not be affected by the withdrawal or supplement and shall afford modification by either the other party and their Representatives a reasonable opportunity to comment thereonCompany Board or the Special Committee of its approval or recommendation of this Agreement, the Offer or the Merger. (c) As Notwithstanding the foregoing, if Parent, Merger Sub or any other subsidiary of Parent (other than the Company or any of its subsidiaries) shall acquire at least 90% of the outstanding shares of each class of capital stock of the Company entitled to vote on a merger and if permitted by Section 253 of the DGCL, at Parent's sole discretion, the parties shall take all necessary and appropriate action to cause the Merger to become effective as soon as reasonably practicable after the SEC staff confirms that it has no further comments on the Schedule 13E-3, the Company shall (i) establish a record date for determining shareholders expiration of the Company to whom the Schedule 13E-3 will be mailed Offer without a stockholders meeting or distributed (the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 to the holders of Shares, including Shares represented by ADSs, as written consent in accordance with Section 253 of the Record Date; DGCL (a "SHORT-FORM MERGER"). (d) Parent shall cause Merger Sub to vote any shares of Company Common Stock owned by it and (iii) instruct not held in the Depositary to (A) fix Voting Trust in favor of the Record Date as the record date for determining the holders adoption of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS Holdersthis Agreement, if applicable.

Additional Agreements. Section 7.1 Schedule 13E-35.1 SHAREHOLDER APPROVAL; PREPARATION AND FILING OF THE S-4 AND PROXY STATEMENT/PROSPECTUS. (a) As The Company will, as soon as reasonably practicable following the 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 hereof but in any event within twenty upon which the S-4 becomes effective. (20b) Business Days Promptly after the date hereof, the Company, Parent and Merger Sub the Company shall jointly prepare and cause to be filed the Company shall file with the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 (such Schedule 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3”). Each Proxy Statement/Prospectus for use in connection with the solicitation of proxies from the Company's shareholders in favor of the Companyadoption and approval of this Agreement and the approval of the Merger at the Shareholder Meeting, and Parent and Merger Sub the Company shall use its reasonable best efforts to ensure that the Schedule 13E-3 complies in all material respects prepare and Parent shall file with the requirements SEC the S-4 for the offer and sale 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 Common Stock pursuant to the Schedule 13E-3Merger and in which the Proxy Statement/Prospectus will be included as a prospectus. Each of Parent and Merger Sub the Company shall provide reasonable assistance and cooperation promptly to the Company other such information concerning its business and financial statements and affairs as, in the preparationreasonable judgment of the providing party or its counsel, filingmay be required or appropriate for inclusion in the Proxy Statement/Prospectus and the S-4, or in any amendments or supplements thereto, and mailing/distribution to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Schedule 13E-3 Proxy Statement/Prospectus and the resolution S-4. Each of comments from Parent and the Company shall use all commercially reasonable efforts to have the S-4 declared or ordered effective under the Securities Act as promptly as practicable after such filing with the SEC. Upon its receipt of any comments from The Company shall use all commercially reasonable efforts to cause the staff of the SEC or any request from the SEC or its staff for amendments or supplements Proxy Statement/Prospectus to be mailed to the Schedule 13E-3, Company's shareholders as promptly as practicable after the S-4 is declared or ordered 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 promptly notify Parent and Merger Sub, and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the staff of the SEC, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable opportunity to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company 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) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosure. (b) Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others 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, filing and mailing/distribution of the Schedule 13E-3 Proxy Statement/Prospectus. No filing of, or any other documents filed amendment or supplement to, or correspondence to be filed with the SEC in connection or its staff with respect to, the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to S-4 will be supplied made by Parent, Merger Sub or with respect to the Proxy Statement/Prospectus will be made by the Company, as applicablewithout providing the other party hereto a reasonable opportunity to review and comment thereon. Parent will advise the Company, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactionspromptly after it receives notice thereof, will, as of the time such documents (when the S-4 has become effective or any supplement or amendment thereof or supplement thereto) are mailed to has been filed, the shareholders issuance of any stop order, the suspension of the Company, contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light qualification of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC Parent Common Stock issuable in connection with the Merger will comply as to form and substance for offering or sale in all material respects with any jurisdiction, or any request by the applicable requirements SEC for amendment of the Securities ActS-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 Exchange Act, and any other applicable Laws and that all information supplied by such party SEC for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light amendment of the circumstances under which they were made, not misleadingProxy 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, Time any event or circumstance information relating to Parent, Merger Sub Parent or the Company, or any of their respective Affiliatesaffiliates, officers or directors, should be discovered that by Parent or the Company which should be set forth in an amendment or a supplement to either of the Schedule 13E-3 S-4 or the Proxy Statement/Prospectus, so that any of such document documents would not include any misstatement of a material fact or omit to state a any material fact required to be made therein, or necessary in order to make the statements madetherein, in the light of the circumstances under which they were made, not misleading, the party discovering which discovers such event or circumstance information shall promptly inform notify the other party or parties hereto, as applicable, and an appropriate amendment or supplement to the S-4 and/or the Proxy Statement/Prospectus describing such event or circumstance information shall be promptly filed with the SEC and and, to the extent required by applicable law, disseminated to the shareholders of the Company Company. Each of the parties hereto shall cause the Proxy Statement/Prospectus to the extent required by Law; provided that prior comply as to form and substance to such filingparty in all material respects with the applicable requirements of the Exchange Act, the Company Securities Act and Parent, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereon. (c) As soon as reasonably practicable after the SEC staff confirms that it has no further comments on the Schedule 13E-3, the Company shall (i) establish a record date for determining shareholders rules of the Company to whom the Schedule 13E-3 will be mailed or distributed (the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 to the holders of Shares, including Shares represented by ADSs, as of the Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS HoldersNasdaq National Market.

Additional Agreements. Section 7.1 Schedule 13E-37.1. Preparation of the Form S-4 and the Joint Proxy Statement/Prospectus; Stockholders Meetings. (a) As soon promptly as reasonably practicable following the date hereof but in any event within twenty (20) Business Days after the date hereof, the Company, Parent and Merger Sub the Company shall jointly prepare and cause to be filed file with the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 preliminary proxy materials and any amendments or supplements thereof which shall constitute the joint proxy statement/prospectus (such Schedule 13E-3proxy statement/prospectus, and any amendments or supplements thereto, the "Joint Proxy Statement/Prospectus") and Parent shall prepare and file with the SEC the Registration Statement on Form S-4 with respect to the issuance of Parent Common Stock in the Merger (the "Form S-4") in which the Joint Proxy Statement/Prospectus will be included as amended or supplemented, being referred a prospectus. The Form S-4 and the Joint Proxy Statement/Prospectus shall comply as to herein as the “Schedule 13E-3”). Each of the Company, Parent and Merger Sub shall use its reasonable best efforts to ensure that the Schedule 13E-3 complies form in all material respects with the requirements applicable provisions of the Exchange Securities Act and the rules and regulations promulgated thereunderExchange Act. Each of the Company, Parent and Merger Sub the Company shall use its all reasonable best efforts to respond have the Form S-4 declared effective under the Securities Act as promptly as practicable after filing it with the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger. The parties shall promptly provide copies, consult with each other and prepare written responses with respect to any written comments of received from the SEC with respect to the Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to the Company in the preparation, filing, and mailing/distribution of the Schedule 13E-3 Form S-4 and the resolution Joint Proxy Statement/Prospectus and promptly advise the other party of any oral comments received from the SEC. Upon its receipt of any comments from the staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3, the Company shall promptly notify Parent and Merger Sub, and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the staff of the SEC, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable opportunity to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company 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) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosure. (b) Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing, and mailing/distribution of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, agrees that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly Parent for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any Joint Proxy Statement/Prospectus and each amendment thereof or supplement thereto) are mailed to , at the shareholders time of mailing thereof and at the time of the CompanyCompany Shareholders Meeting or the Parent Shareholders Meeting, will contain any an untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time, any event or circumstance relating to Parent, Merger Sub or the Company, or their respective Affiliates, officers or directors, should be discovered that should be set forth in an amendment or a supplement to the Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state a material fact required to be made therein, stated therein or necessary in order to make the statements madetherein, in the light of the circumstances under which they were made, not misleading, . The Company agrees that none of the party discovering such event information supplied or circumstance shall promptly inform to be supplied by the other parties Company for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus and an appropriate each amendment or supplement describing such event or circumstance shall be promptly filed with thereto, at the SEC time of mailing thereof and disseminated to at the shareholders time of the Company Shareholders Meeting or the Parent Shareholders 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 extent required statements therein, in light of the circumstances under which they were made, not misleading. For purposes of the foregoing, it is understood and agreed that information concerning or related to Parent and the Parent Shareholders Meeting will be deemed to have been supplied by Law; provided that prior Parent and information concerning or related to such filing, the Company and the Company Shareholders Meeting shall be deemed to have been supplied by the Company. (b) As of the date of this Agreement, the Board of Directors of Parent is composed of three classes with a total of nine directors. The Joint Proxy Statement/Prospectus shall nominate for election to the Board of Directors of Parent, as of the case may bedate of the Parent Shareholders Meeting (as hereinafter defined), the two persons listed in Exhibit A hereto. Promptly following the Effective Time, the three directors listed in Exhibit B shall consult with each other with respect resign from the Board of Directors of Parent, and the Board of Directors of Parent shall take action to fill the vacancies created by such amendment or supplement resignations by appointing the four individuals listed in Part I of Exhibit C ("Company Nominees"). In addition, promptly following the Effective Time, the Board of Directors of Parent will take action to increase their size to ten and shall afford appoint the other party and their Representatives a reasonable opportunity individual listed in Part II of Exhibit C to comment thereonfill the seat created by such expansion. (c) As soon The Company shall, as reasonably promptly as practicable after following the SEC staff confirms that it has no further comments execution of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the "Company Shareholders Meeting") for the purpose of obtaining the required Company shareholder vote with respect to the transactions contemplated by this Agreement, and, subject to Section 7.4, shall use its reasonable efforts to solicit the adoption of this Agreement by the required Company shareholder vote. (d) Parent shall, as promptly as practicable following the execution of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the "Parent Shareholders Meeting") for the purpose of obtaining the required Parent shareholder vote with respect to the transactions contemplated by this Agreement and, subject to Section 7.5, shall use its reasonable efforts to solicit the approval of this Agreement by the required Parent shareholder vote. (e) The Company Shareholders Meeting and the Parent Shareholders Meeting shall take place on the Schedule 13E-3, the Company shall (i) establish a record same date for determining shareholders of the Company to whom the Schedule 13E-3 will be mailed or distributed (the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 to the holders of Shares, including Shares represented by ADSs, as of the Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS Holdersextent practicable.

Additional Agreements. Section 7.1 Schedule 13E-3(i) The Board has received notice from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ that he is resigning from the Board effective on or about June 30, 2021, and in any event, no later than July 24, 2021. The Engaged Group acknowledges and agrees that (A) in connection therewith, ▇▇. ▇▇▇▇▇▇▇▇▇▇▇’▇ compensation arrangements will be modified as set forth on Exhibit B (the “Severance Terms”) and (B) the Severance Terms are reasonable in light of the circumstances and the Engaged Group does not and will not at any future date object to or criticize ▇▇. ▇▇▇▇▇▇▇▇▇▇▇’▇ compensation arrangements. (aii) As soon as reasonably practicable following The Board and all applicable committees of the date hereof but in any event within twenty (20) Business Days after Board shall take all necessary actions to seek the date hereof, the Company, Parent and Merger Sub shall jointly prepare and cause to be filed with the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 (such Schedule 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3”). Each approval of the Company’s stockholders at the 2021 Annual Meeting of an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) and the Board shall take all necessary actions to amend the Company’s Amended and Restated Bylaws (the “Bylaws”) to declassify the structure of the Board (the “Declassification Proposal”) such that directors standing for election at and subsequent to the 2021 Annual Meeting shall stand for election to one-year terms (with it being acknowledged and agreed that if the Declassification Proposal is approved by the Company’s stockholders in accordance with the Charter, Parent Bylaws, and Merger Sub the General Corporation Law of the State of Delaware, then the Company’s Class I directors will be elected at the 2021 Annual Meeting with terms of office expiring at the 2022 annual meeting of stockholders of the Company (the “2022 Annual Meeting”)). The Board shall recommend in favor of, and use its reasonable best efforts to ensure that solicit stockholder approval of, the Schedule 13E-3 complies Declassification Proposal at the 2021 Annual Meeting, and all directors and executive officers of the Company agree to vote all Voting Securities (as defined below) Beneficially Owned by them and over which they have voting control in all material respects favor of the Declassification Proposal. Without limiting the foregoing, the Company agrees to (A) engage a nationally recognized proxy solicitor on reasonable and customary terms to solicit stockholder approval of the Declassification Proposal and (B) to adjourn the 2021 Annual Meeting for up to two (2) weeks (with the requirements length of any such adjournment to be determined by the Company in reasonable consultation with the Engaged Group and consistent with the desire to approve the Declassification Proposal) to solicit additional stockholder support for the Declassification Proposal if as of immediately prior to the commencement of the Exchange Act 2021 Annual Meeting at least 66 and 2/3% of the rules outstanding Common Stock has not voted in favor of the Declassification Proposal. (iii) The Engaged Group hereby irrevocably withdraws the Nomination Letter. (iv) The Engaged Group agrees (A) to cause its Affiliates (as defined below) to comply with the terms of this Agreement and regulations promulgated thereunder(B) that it shall be responsible for any breach of this Agreement by any such Affiliate. Each A breach of this Agreement by an Affiliate of any member of the Engaged Group, if such Affiliate is not a party hereto, shall be deemed to occur if such Affiliate engages in conduct that would constitute a breach of this Agreement if such Affiliate was a party hereto to the same extent as the Engaged Group. (v) Prior to the date of his appointment (or her, if applicable, in the case of a Replacement Director), the New Director has submitted to the Company a fully completed copy of the Company’s standard director & officer questionnaire and other customary director onboarding documentation required by the Company in connection with the appointment or election of new Board members. (vi) During the Cooperation Period, the Engaged Group agrees that it shall, and shall cause each of its Affiliates to, appear in person or by proxy or participate virtually at each annual or special meeting of the stockholders of the Company, Parent and Merger Sub shall use its reasonable best efforts to respond promptly to or take any comments action by written consent of the SEC Company’s stockholders in lieu thereof, and any adjournment, postponement, rescheduling or continuation thereof (each, a “Stockholder Meeting”) and vote all Voting Securities Beneficially Owned, directly or indirectly, by the Engaged Group or such Affiliate (or which the Engaged Group or such Affiliate has the right or ability to vote) at such meeting (A) in favor of the slate of directors recommended by the Board, (B) against the election of any nominee for director not approved, recommended and nominated by the Board for election at any such meeting, and against any removal of any director of the Board; (C) in favor of the appointment of the Company’s auditor(s), (D) in favor of the Declassification Proposal, and (E) in accordance with the Board’s recommendation with respect to any other matter presented at such meeting; provided, that, if Institutional Shareholder Services Inc. (“ISS”) or Glass Lewis & Co., LLC (“Glass Lewis”) recommend otherwise with respect to any matter under clause (E) of this Section 1(d)(vi), the Schedule 13E-3. Each of Parent and Merger Sub Engaged Group shall provide reasonable assistance and cooperation be permitted to vote in accordance with ISS’s or Glass ▇▇▇▇▇’▇ recommendation; provided, further, that the Company Engaged Group shall be permitted to vote in its sole discretion with respect to any publicly announced proposals relating to an Extraordinary Transaction. (vii) During the preparationCooperation Period, filing, and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the staff of the SEC or any (A) upon written request from the SEC or its staff for amendments or supplements to the Schedule 13E-3Company, the Company shall Engaged Group will promptly notify Parent and Merger Sub, and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the staff of the SEC, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable opportunity to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company 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) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with information regarding the SEC, with respect to such disclosure. (b) Each amount of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing, and mailing/distribution securities of the Schedule 13E-3 or any other documents filed or to be filed with Company then Beneficially Owned by the SEC in connection with the Transactions. Each of Parent, Merger Sub Engaged Group and the Company agrees, as to itself and its respective Affiliates or Representatives, that none maximum amount of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as securities of the time such documents (or any amendment thereof or supplement thereto) are mailed to Company Beneficially Owned by the shareholders of the Company, contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. If Engaged Group at any time prior to during the Effective Time, any event or circumstance relating to Parent, Merger Sub or the Company, or their respective Affiliates, officers or directors, should be discovered that should be set forth in an amendment or a supplement to the Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, the party discovering such event or circumstance shall promptly inform the other parties and an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC and disseminated to the shareholders of the Company to the extent required by Law; provided that prior to such filing, the Company and Parent, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereon. (c) As soon as reasonably practicable after the SEC staff confirms that it has no further comments on the Schedule 13E-3, the Company shall (i) establish a record date for determining shareholders of the Company to whom the Schedule 13E-3 will be mailed or distributed Cooperation Period (the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 to the holders of Shares, including Shares represented by ADSs, as of the Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS HoldersMaximum Ownership Amount”) and (B) provide the Schedule 13E-3 Engaged Group will promptly notify the Company if its Beneficial Ownership falls below the Ownership Minimum. Such information provided to the Company will be kept strictly confidential unless required to be disclosed pursuant to law, legal process, subpoena, the rules of any stock exchange or any Legal Requirement (as defined below) or as part of a response to a request for information from any governmental authority with jurisdiction over the Company. (viii) During the Cooperation Period, the Board and all Record ADS Holdersapplicable committees of the Board shall not increase the size of the Board to more than eleven (11) directors without the prior written consent of the Engaged Group. (ix) During the Cooperation Period, representatives from the Engaged Group will be afforded the opportunity to meet with or otherwise discuss matters regarding the Company with the Company’s Lead Director at a mutually agreeable time once per fiscal quarter.

Additional Agreements. Section 7.1 Schedule 13E-3. (a) As soon as reasonably practicable following the date hereof but in any event within twenty (20) Business Days after the date hereof, the Company, Parent and Merger Sub shall jointly prepare and cause to be filed with the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 (such Schedule 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3”). Each of the Company, Parent and Merger Sub shall use its reasonable best efforts to ensure that the Schedule 13E-3 complies in 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 Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to the Company in the preparation, filing, and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3, the Company shall promptly notify Parent and Merger Sub, and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the staff of the SEC, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company TD (i) shall provide Parent confirms it has received a copy of the Loan Agreement and Merger Sub with the other Loan Documents (other than the Temporary Increase Agreement, which will terminate upon the satisfaction by the Borrower of its obligations thereunder to be performed as of the Effective Date as required pursuant to the terms thereof and of this Amendment) to which the Lenders are a reasonable party, and has received or has been afforded the opportunity to review receive copies of such other documents and comment on such document or response; information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment and to issue its Warehousing Commitment under the Loan Agreement, (ii) shall consider confirms it has, independently and without reliance upon Bank of America, in good faith all additionsany capacity, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contraryany Affiliate of Bank of America, and subject based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to compliance with enter into this Amendment and to issue its Warehousing Commitment under the Loan Agreement, (iii) agrees to provide any documentation required to be delivered by it pursuant to the terms of Section 6.2(e)the Loan Agreement, duly completed and executed by TD, (iv) agrees that it will, independently and without reliance on the Credit Agent or any Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in connection with any disclosure regarding the Loan and the Loan Documents, and (v) hereby joins in the execution of, and becomes a Change in Company Recommendationparty to, the Company shall not be Loan Agreement as a Lender, and assumes and agrees to perform in accordance with their terms all of the agreements and obligations which by the terms of the Loan Documents are required to provide Parent or Merger Sub with be performed by it as a Lender, as if TD were a signatory to the opportunity Loan Agreement and the other Loan Documents to review or comment on (or include comments proposed by Parent or Merger Sub in) which the Schedule 13E-3 or any amendment or supplement theretoLenders are parties, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosureand were expressly named as a Lender therein. (b) Each of The Borrower hereby agrees that, from and after the CompanyFirst Amendment Effective Date, Parent and Merger Sub TD shall promptly furnish all information concerning such be a party to the others Loan Agreement and the other Loan Documents as may a “Lender” thereunder for all purposes and shall be reasonably requested in connection with the preparationentitled to all rights, filingbenefits, and mailing/distribution of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the shareholders of the Company, contain any untrue statement privileges of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time, any event or circumstance relating to Parent, Merger Sub or the Company, or their respective Affiliates, officers or directors, should be discovered that should be set forth in an amendment or a supplement to the Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, the party discovering such event or circumstance shall promptly inform the other parties and an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC and disseminated to the shareholders of the Company to the extent required by Law; provided that prior to such filing, the Company and Parent, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereonLender thereunder. (c) As soon as reasonably practicable after On the SEC staff confirms that it has no further comments on the Schedule 13E-3, the Company shall First Amendment Effective Date: (i) establish Immediately prior to the effectiveness of this Amendment, the Temporary Commitment Increase Period shall end, the Temporary Increase Commitment shall terminate, and the Temporary Commitment Increase Termination Date shall be deemed to occur. (ii) The Borrower shall make a record date principal payment to the Credit Agent (with accrued and unpaid interest thereon), for determining shareholders the sole account of Bank of America, in an amount as shall be necessary — together with any other prepayments of the Company Loan made on such date — to whom reduce the Schedule 13E-3 will outstanding principal amount of the Loan to an amount that shall not then exceed (A) the Warehousing Credit Limit, after giving effect to (x) this Amendment, and (y) the expiration of the Temporary Commitment Increase Period, or (B) any lesser amount then permitted to be mailed outstanding under applicable provisions of the Loan Agreement. (iii) TD shall make available to the Credit Agent, in immediately available funds, for the sole account of Bank of America, an amount (which shall not exceed the amount of TD’s Commitment Amount as set forth on Exhibit M attached to this Amendment) equal to TD’s Commitment Percentage of the then outstanding principal amount of the Loan (after giving effect to any principal payment to be made by the Borrower pursuant to the preceding subsection (ii) and any other prepayment of the Loan made on such date), to be treated as a Warehousing Advance made by TD on such date, so that, after such advance by TD and payments to Bank of America, the respective outstanding principal balances of TD’s and Bank of America’s respective Warehousing Advances shall be equal to the product of (x) their then respective Commitment Percentages (as in effect during the Bulge Period as set forth on Exhibit M), multiplied by (y) the then outstanding principal amount of the Loan (after giving effect to the prepayment thereof required hereunder and any other prepayments made on such date). Interest accruing on the principal amount of the Loan corresponding to the amount paid by TD to Bank of America pursuant to this subsection shall, after payment thereof by the Borrower to the Credit Agent on the due date therefor, be allocated by the Credit Agent between TD and Bank of America to appropriately reflect the timing of TD’s payment to Bank of America. (d) On or distributed before the First Amendment Effective Date, the Borrower shall execute and deliver to the Credit Agent a fee letter (the “Record First Amendment Fee Letter”), in form and substance acceptable to the Credit Agent. The Borrower shall timely pay such fees and other amounts as from time to time shall become due and payable thereunder in accordance with the terms thereof. (e) By 2:00 p.m. (Boston time) on the Step-Down Date”) , the Borrower shall, without notice or demand, make a principal payment to the Credit Agent (with accrued and unpaid interest thereon), for the account of the Lenders, in an amount as shall be necessary — together with any other prepayments of the Loan made on such date — to reduce the outstanding principal amount of the Loan to an amount that shall not change then exceed the maximum principal balance of the Loan then permitted to be outstanding under the Loan Agreement, after giving effect to the expiration of the Bulge Period and the resulting reduction of the Warehousing Credit Limit. Any such Record payment required hereunder shall be allocated and distributed by the Credit Agent to the Lenders, as prepayments of their respective outstanding Warehousing Advances (with accrued and unpaid interest thereon), in such amounts as shall be necessary so that the resulting outstanding principal balances of their respective Warehousing Advances shall be equal to the product of (i) their then respective Commitment Percentages (after giving effect to the changes in Warehousing Commitment Amounts occurring on the Step-Down Date unless required to do so as set forth on Exhibit M), multiplied by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 then outstanding principal amount of the Loan (after giving effect to the holders of Shares, including Shares represented by ADSs, as of the Record Date; prepayment thereof required hereunder and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS Holdersany other prepayments made on such date).

Additional Agreements. Section 7.1 Schedule 13E-3SECTION 5.01. Preparation of Form S-4 and the Joint Proxy Statement; Shareholders Meetings. (a) As soon as reasonably practicable following the date hereof but in any event within twenty (20) Business Days after the date hereofof this Agreement, the Company, Company and Parent and Merger Sub shall jointly prepare and cause to be filed 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 shall be included as a Rule 13e-3 transaction statement on Schedule 13E-3 (such Schedule 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3”)prospectus. Each of the Company, Company and Parent and Merger Sub shall use its reasonable best efforts to ensure that have the Schedule 13E-3 complies in all material respects with Form S-4 declared effective under the requirements of Securities Act as promptly as practicable after such filing and to keep the Exchange Act and Form S-4 effective for so long as necessary to complete the rules and regulations promulgated thereunderMerger. Each of the Company, Parent and Merger Sub The Company shall use its reasonable best efforts to respond promptly cause the Joint Proxy Statement to any comments be mailed to the holders of the SEC with respect Company Common Shares, and Parent shall use reasonable best efforts to cause the Joint Proxy Statement to be mailed to the Schedule 13E-3. Each holders of shares of Parent Common Stock and Merger Sub Parent Series D Preferred Stock, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent shall provide reasonable assistance 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 or "blue sky" laws in connection with the issuance of shares of Parent Common Stock and cooperation Parent Rights pursuant to the Company in the preparation, filingMerger, and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3, the Company shall promptly notify Parent and Merger Sub, and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the staff of the SEC, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable opportunity to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company 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) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosure. (b) Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party the Company and the holders of the Company Common Shares and rights to acquire Company Common Shares pursuant to the others Company Employee Share Plans as may be reasonably requested in connection with the preparationany such action. No filing of, filingor amendment or supplement to, and mailing/distribution of the Schedule 13E-3 or any other documents filed or correspondence to be filed with the SEC in connection or its staff with respect to, the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to Form S-4 will be supplied made by Parent, Merger Sub or the Joint Proxy Statement will be made by the Company or Parent, without providing the other party a reasonable opportunity to review and comment thereon. Parent will advise the Company, as applicablepromptly after it receives notice thereof, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (when the Form S-4 has become effective or any supplement or amendment thereof or supplement thereto) are mailed to thereto has been filed, the shareholders issuance of any stop order, the suspension of the Company, contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light qualification of the circumstances under which they were made, not misleading. Each shares of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC Parent Common Stock issuable in connection with the Merger will comply for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Form S-4 or the Joint Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information and will, as promptly as practicable, provide to form the Company copies of all correspondence and substance in all material respects filings with the applicable requirements SEC with respect to the Form S-4 and the Joint Proxy Statement. The Company will inform Parent, promptly after it receives notice thereof, of any request by the SEC for the amendment of the Securities ActJoint Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information and will, as promptly as practicable, provide to Parent copies of all correspondence and filings with the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit SEC with respect to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleadingJoint Proxy Statement. If at any time prior to the Effective Time, Time of the Merger any event or circumstance information relating to the Company or Parent, Merger Sub or the Company, or any of their respective Affiliatesaffiliates, officers directors or directorsofficers, should be discovered that by the Company or Parent which should be set forth in an amendment or a supplement to any of the Schedule 13E-3 Form S-4 or the Joint Proxy Statement, so that any of such document documents would not include any misstatement of a material fact or omit to state a any material fact required to be made therein, or necessary in order to make the statements madetherein (in the case of the Joint Proxy Statement, in the light of the circumstances under which they were made, ) not misleading, the party discovering which discovers such event or circumstance information shall promptly inform notify the other parties hereto and an appropriate amendment or supplement describing such event or circumstance information shall be promptly filed with the SEC and and, to the extent required by law, disseminated to the shareholders of the Company and the stockholders of Parent. (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 the holders of the Company Common Shares (the "Company Shareholders Meeting") for the purpose of obtaining the Company Shareholder Approval. Subject to the extent required by Law; provided that prior to such filingSection 4.02(b), the Company and Parentshall, as through its Board of Directors, recommend to its shareholders that they give the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereonCompany Shareholder Approval. (c) As Parent shall, as soon as reasonably practicable after following the SEC staff confirms that it has no further comments on the Schedule 13E-3date of this Agreement, the Company shall (i) establish duly call, give notice of, convene and hold a record date for determining shareholders meeting of the Company to whom the Schedule 13E-3 will be mailed or distributed (the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 to the holders of Shares, including Shares represented by ADSs, as the shares of the Record Date; Parent Common Stock and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed Parent Series D Preferred Stock (the “Record ADS Holders”"Parent Stockholders Meeting") and (B) provide for the Schedule 13E-3 purpose of obtaining the Parent Stockholder Approval. Subject to all Record ADS HoldersSection 4.03(b), Parent shall, through its Board of Directors, recommend to its stockholders that they give the Parent Stockholder Approval.

Additional Agreements. Section 7.1 Schedule 13E-3SECTION 5.1 Preparation of Form S-4 and the Joint Proxy Statement. (a) As soon promptly as reasonably practicable following after execution of this Agreement, (i) each of the date hereof but in any event within twenty (20) Business Days after the date hereof, the Company, Parent Company and Merger Sub IRT shall jointly prepare and cause to be filed file with the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 under the Exchange Act, one or more joint proxy statements/prospectuses, forms of proxies and information statements (such Schedule 13E-3joint proxy statements/prospectuses and information statements together with any amendments or supplements thereto, the "Joint Proxy Statement") relating to the Company Stockholders' Meeting and the IRT Shareholders' Meeting and (ii) the Company shall prepare and file with the SEC under the Securities Act one or more registration statements on Form S-4 (such registration statements, together with any amendments or supplements thereto, the "Form S-4"), in which the Joint Proxy Statement will be included, as amended one or supplementedmore prospectuses, being referred to herein as in connection with the “Schedule 13E-3”). Each registration under the Securities Act of the CompanyCompany Common Stock to be distributed to the holders of the IRT Common Stock in the Merger. The respective parties will cause the Joint Proxy Statement and the Form S-4, Parent and Merger Sub shall use its reasonable best efforts to ensure that the Schedule 13E-3 complies comply as to form in all material respects with the requirements applicable provisions of the Securities Act, 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 Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to the Company in the preparation, filing, and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3, the Company shall promptly notify Parent and Merger Sub, and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the staff of the SEC, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) IRT shall provide Parent and Merger Sub with a reasonable opportunity to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company 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) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosure. (b) Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party about itself and its business and operations and all necessary financial information to the others other as the other may be reasonably requested request in connection with the preparation, filingpreparation of the Joint Proxy Statement and the Form S-4. The Company shall use its commercially reasonable efforts, and mailing/distribution IRT will cooperate with the Company, to file and have the Form S-4 declared effective by the SEC as promptly as practicable (including clearing the Joint Proxy Statement with the SEC). Each of the Schedule 13E-3 Company and IRT agree promptly to inform the other and to correct any information provided by it for use in the Joint Proxy Statement and the Form S-4 if and to the extent that such information shall have become false or misleading in any other documents filed material respect, and each of the parties hereto further agrees to take all steps necessary to amend or supplement the Joint Proxy Statement and the Form S-4 and to cause the Joint Proxy Statement and the Form S-4 as amended or supplemented to be filed with the SEC and to be disseminated to their respective stockholders and shareholders, in connection with each case as and to the Transactionsextent required by applicable federal and state securities laws. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, IRT agrees that none of the information supplied or to be supplied provided by Parent, Merger Sub it for inclusion in the Joint Proxy Statement or the Company, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any Form S-4 and each amendment thereof or supplement thereto) are mailed to , at the time of mailing thereof and at the time of the respective meetings of stockholders and shareholders of the Company, contain any Company and IRT will not include an untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time, any event or circumstance relating to Parent, Merger Sub or the Company, or their respective Affiliates, officers or directors, should be discovered that should be set forth in an amendment or a supplement to the Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state a material fact required to be made therein, stated therein or necessary in order to make the statements madetherein, in the light of the circumstances under which they were made, not misleading. The Company will advise and deliver copies (if any) to IRT, promptly after it receives notice thereof, of any request by the party discovering 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 (regardless of whether such event requests relate to IRT or circumstance the Company), and the Company shall promptly inform notify IRT of (i) the time when the Form S-4 has become effective, (ii) the filing of any supplement or amendment thereto, (iii) the issuance of any stop order, and (iv) the suspension of the qualification and registration of the Company Common Stock issuable in connection with the Merger. (b) Each of the Company and IRT shall use its commercially reasonable efforts to timely mail the Joint Proxy Statement contained in the Form S-4 to its respective stockholders or shareholders. IRT also shall use its commercially reasonable efforts to cause Alston & Bird LLP or other parties and counsel reasonably satisfactory to the ▇▇▇▇▇ny to have delivered an appropriate amendment or supplement describing such event or circumstance opinion, which opinion shall be promptly filed with the SEC as an exhibit to the Form S-4, as to the federal income tax matters described in Sections 6.2(f) and disseminated 6.3(e) and such other federal income tax matters as are required to be addressed in the Form S-4 and the Joint Proxy Statement under the applicable rules of the SEC. The Company shall use commercially reasonable efforts to cause Greenberg Traurig, P.A. or other counsel reasonably satisfac▇▇▇▇ ▇▇ IRT to have delivered an opinion, which opinion shall be filed with the SEC as an exhibit to the Form S-4, as to the federal income tax matters described in Sections 6.2(e) and 6.3(f) and such other federal income tax matters as are required to be addressed in the Form S-4 and the Joint Proxy Statement under the applicable rules of the SEC. Such opinions shall contain customary exceptions, assumptions and qualifications and be based upon customary representations. (i) IRT will duly call and give notice of and, as soon as practicable following the date of this Agreement (but in no event sooner than 20 business days following the date the Joint Proxy Statement is mailed to the shareholders of IRT), convene and hold a meeting of its shareholders (the Company "IRT Shareholders' Meeting") for the purpose of approving and adopting this Agreement, the Merger and the transactions contemplated by this Agreement. IRT shall, through its Board of Directors, recommend to its shareholders approval of the IRT Shareholder Approval and include such recommendation in the Joint Proxy Statement. Except pursuant to Section 4.1(f)(iii) or subsection (ii) below, the IRT Board shall not withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to the extent required by Law; provided Company, its approval of this Agreement or the Merger or its recommendation that prior to such filing, the Company and Parent, as IRT shareholders vote in favor of the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereonIRT Shareholder Approval. (cii) As soon as reasonably practicable after Notwithstanding the SEC staff confirms that it has no further comments foregoing or anything else in this Agreement to the contrary, the IRT Board may, on the Schedule 13E-3Withdrawal Date, withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify its approval of this Agreement or the Merger or its recommendation that the IRT shareholders vote in favor of the IRT Shareholder Approval if, either (A) the 30-Day Average Trading Price is less than $12.06, or (B) the 3-Day Average Trading Price is less than $11.00. For the purpose of this subsection, the Company "30-Day Average Trading Price" shall (i) establish a record date for determining shareholders mean the weighted average trading price per share of the Company to whom Common Stock as quoted on the Schedule 13E-3 will be mailed or distributed New York Stock Exchange for all transactions during the thirty (30) trading days ending on (and inclusive of) the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed fourth business day immediately preceding the Schedule 13E-3 to the holders of Shares, including Shares represented by ADSs, as scheduled date of the Record IRT Shareholders' Meeting (such fourth day, the "Withdrawal Date; "). For the purpose of this subsection, the "3-Day Average Trading Price" shall mean the weighted average trading price per share of the Company Common Stock as quoted on the New York Stock Exchange for all transactions during the three (3) trading days ending on (and (iiiinclusive of) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS HoldersWithdrawal Date.

Additional Agreements. Section 7.1 Schedule 13E-3. (a) As soon as reasonably practicable following Subject to the date hereof but in any event within twenty (20) Business Days after the date hereofterms and conditions set forth herein, the Company, Parent Borrower hereby irrevocably agrees and Merger Sub shall jointly prepare and cause to be filed with the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 (such Schedule 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3”). Each of the Company, Parent and Merger Sub shall use its reasonable best efforts to ensure acknowledges that the Schedule 13E-3 complies in 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 2021 Revolving Commitments shall use its reasonable best efforts to respond promptly to any comments of the SEC with respect to the Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to the Company in the preparation, filing, and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3, the Company shall promptly notify Parent and Merger Sub, and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the staff of the SEC, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company be deemed (i) shall provide Parent and Merger Sub terminated substantially concurrently with a reasonable opportunity to review and comment on such document or response; the Amendment Effective Date, and (ii) shall consider in good faith all additionsautomatically and immediately upon giving effect to this Amendment, deletions without any further instructions, notices or changes reasonably proposed by Parent in good faithconsents, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company 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) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing replaced by the Company with the SEC, with respect to such disclosure2023 Revolving Commitments. (b) Each Subject to the terms and conditions set forth herein, each Consenting Revolving Lender party hereto hereby (i) irrevocably consents to the terms and conditions of this Amendment and (ii) severally commits to provide the 2023 Revolving Commitment in the amount set forth opposite its name on Schedule 1 hereto simultaneously concurrently with the cancellation and termination of the Company, Parent and Merger Sub 2021 Revolving Commitments. The 2023 Revolving Commitments shall promptly furnish all information concerning such party to be on the others as may be reasonably requested in connection with the preparation, filing, and mailing/distribution of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the shareholders of the Company, contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time, any event or circumstance relating to Parent, Merger Sub or the Company, or their respective Affiliates, officers or directors, should be discovered that should be terms set forth in an amendment or a supplement to the Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state a material fact required to be made therein, or necessary in order to make Amended Credit Agreement for the statements made, in the light of the circumstances under which they were made, not misleading, the party discovering such event or circumstance shall promptly inform the other parties and an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC and disseminated to the shareholders of the Company to the extent required by Law; provided that prior to such filing, the Company and Parent, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereonRevolving Commitments. (c) As soon as reasonably practicable after Subject to the SEC staff confirms that it has no further comments on the Schedule 13E-3terms and conditions set forth herein, the Company shall each Continuing Term Lender party hereto hereby (i) establish a record date for determining shareholders irrevocably consents to the terms and conditions of the Company to whom the Schedule 13E-3 will be mailed or distributed (the “Record Date”) this Amendment, and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause severally agrees to continue its Continuing Term Loans as 2023 Term Loans in the amount set forth opposite its name on Schedule 2. The Continuing Term Loans shall be mailed or distributed on the Schedule 13E-3 terms set forth in the Amended Credit Agreement for the Term Loans. (d) Subject to the holders terms and conditions set forth herein, each Incremental Continuing Term Lender party hereto hereby (i) irrevocably consents to the terms and conditions of Sharesthis Amendment, including Shares represented by ADSs, as of (ii) severally commits to provide the Record Date2023 Term Loan Commitment in the amount set forth opposite its name on Schedule 2; and (iii) instruct agrees to make the Depositary Additional Term Loans to the Borrower on the Amendment Effective Date. The 2023 Term Loan Commitments shall be on the terms set forth in the Amended Credit Agreement for the Term Loans, and shall automatically and permanently terminate upon funding of the Additional Term Loans on the Amendment Effective Date. (Ae) fix Subject to the Record terms and conditions set forth herein, the Borrower hereby (i) commits to apply the net proceeds of the Additional Term Loans on the Amendment Effective Date to prepay in full the outstanding principal amount of the 2021 Term Loans that are not continued as Continuing Term Loans, and all accrued and unpaid interest on such 2021 Term Loans, and any additional amounts required pursuant to the record date for determining Existing Credit Agreement in connection with such prepayment, and (ii) hereby instructs the holders Administrative Agent to apply such net proceeds to make such prepayments as set forth in the flow of ADSs funds memorandum attached hereto as Exhibit B. On the Amendment Effective Date, immediately after the Additional Term Loans are made and the net proceeds are applied as set forth in this Section, each 2023 Term Lender will have a Term Credit Exposure equal to whom the amount set forth opposite its name on Schedule 13E-3 will be mailed/distributed 2 hereto under the column labelled “Resulting Credit Exposure”. (f) Subject to the terms and conditions set forth herein, (i) each 2023 Term Loan Commitment shall constitute a “Record ADS HoldersTerm Loan Commitment” and “Commitment”, (ii) the 2023 Term Loans (including the Continuing Term Loans and the Additional Term Loans) shall constitute “Term Loans” and “Loans,” (iii) each 2023 Revolving Commitment shall constitute a “Revolving Commitment” a “Commitment” and (iv) each Consenting Revolving Lender shall become a “Revolving Lender” and a “Lender” (if and to the extent such Consenting Revolving Lender is not already a Lender or a Revolving Lender, as applicable, prior to the effectiveness of this Amendment) and (B) provide shall have all the Schedule 13E-3 to all Record ADS Holdersrights and obligations of a Lender holding a Revolving Loan.

Additional Agreements. Section 7.1 6.01 Proxy Statement and Schedule 13E-3. (a) As soon as reasonably practicable following the date hereof of this Agreement, but in any event within twenty (20) Business Days after the date hereof, 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 by the Requisite Company Vote including a notice convening the Shareholders Meeting in accordance with the Company’s 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 and cause to be filed with the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 relating to the authorization and approval of this Agreement, the Plan of Merger and the Transactions by the shareholders of the Company (such Schedule 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3”). Parent and Merger Sub shall timely furnish all information as the Company may reasonably request in connection with such actions and preparation of the Proxy Statement and the Schedule 13E-3. Each of the Company, Parent and Merger Sub shall use its reasonable best efforts to ensure so that the Proxy Statement and the Schedule 13E-3 complies will comply in 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 and the Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to the Company in the preparation, filing, filing and mailing/distribution of the Proxy Statement, the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the SEC or its staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and the Schedule 13E-3, the Company shall promptly notify Parent and Merger Sub, Sub and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the staff of the SECSEC and its staff, on the other hand. Prior to filing the Schedule 13E-3 or mailing the Proxy Statement (or in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable opportunity period of time to review and comment on such document or response; response and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith. If at any time prior to the Shareholders Meeting, providedany information relating to the Company, howeverParent, Merger Sub or any of their respective Affiliates, officers or directors, is discovered by the Company, Parent or Merger Sub that nothing should be set forth in an amendment or supplement to the Proxy Statement or the Schedule 13E-3 so that the Proxy Statement or 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, the party that discovers such information shall promptly notify the other parties hereto and the Company shall file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by applicable Law, disseminate to the shareholders of the Company. Nothing in this Section 7.1 shall limit ‎Section 6.01 is intended to restrict or preclude the Company Board or the Special Committee from effecting a Change in the Company Recommendation. Notwithstanding anything herein to Recommendation on the contrary, terms and subject to compliance with the terms of Section 6.2(e), condition set forth in connection with any disclosure regarding a Change in Company 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) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosurethis Agreement. (b) Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing, and mailing/distribution of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Proxy Statement, the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the shareholders holders of Shares and at the time of the CompanyShareholders Meeting, contain any untrue statement of a material fact, or omit to state a any material fact required to be made therein, or necessary stated therein in order to make the statements madetherein, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, Act and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a any material fact required to be made therein, or necessary stated therein in order to make the statements madetherein, in the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time, any event or circumstance relating to Parent, Merger Sub or the Company, or their respective Affiliates, officers or directors, should be discovered that which should be set forth in an amendment or a supplement to the Proxy Statement or the Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state a any material fact required to be made therein, or necessary in order to make the statements madetherein, in the light of the circumstances under which they were are made, not misleading, the party discovering such event or circumstance shall promptly inform the other parties and an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC and disseminated to the shareholders of the Company to the extent required by Law; provided provided, that prior to such filing, the Company and Parent, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereon. (c) As soon as reasonably practicable after the SEC staff confirms that it has no further comments on the Schedule 13E-3, the Company shall (i) establish a record date for determining shareholders of the Company to whom the Schedule 13E-3 will be mailed or distributed (the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 to the holders of Shares, including Shares represented by ADSs, as of the Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS Holders.

Additional Agreements. Section 7.1 6.1 Preparation of the Proxy Statement and Schedule 13E-3; Company Shareholders Meeting. (a) As promptly as reasonably practicable following the Agreement Date, the Company shall, with the cooperation and assistance of the Parent Parties, prepare a proxy statement to be sent to the Company’s shareholders relating to the authorization and approval (as applicable) of this Agreement, the Plan of Merger and the Transactions by the shareholders of the Company by the Company Shareholder Approval, including a notice convening the Company Shareholders Meeting in accordance with the Company Articles of Association (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). The Company shall establish a record date for the Company Shareholders Meeting in a manner to enable the record date for the Company Shareholders Meeting to be set so that such Company Shareholders Meeting will be duly called and held in accordance with the Company Articles of Association as soon as reasonably practicable following clearance of the date hereof but Schedule 13E-3 by the SEC. Parent will furnish to the Company all information reasonably requested by the Company concerning the Parent Parties, and provide such other assistance, as the Company may reasonably request in any event within twenty connection with the preparation, filing and distribution of the Proxy Statement. (20b) Business Days after The Company and the date hereofParent Parties will cooperate to (i) concurrently with the preparation of the Proxy Statement, the Company, Parent and Merger Sub shall jointly prepare and cause to be filed the Company shall file, with the SEC a Rule 13e-3 transaction statement Transaction Statement on Schedule 13E-3 (such Schedule 13E-3together with any amendments thereof or supplements thereto, as amended or supplemented, being referred to herein as the “Schedule 13E-3”)) relating to the Transactions, which will include the Proxy Statement as an exhibit, and furnish to each other all information concerning such Party as may be reasonably requested in connection with the preparation of the Schedule 13E-3; (ii) respond as promptly as reasonably practicable to any comments received from the SEC with respect to the Schedule 13E-3, including the Proxy Statement, and consult with each other prior to providing such response; (iii) as promptly as reasonably practicable, prepare and file any amendments necessary to be filed in response to any such comments; (iv) use its reasonable best efforts to have cleared by the staff of the SEC the Schedule 13E-3; and (v) to the extent required by applicable Law, as promptly as reasonably practicable prepare and file any amendment to the Schedule 13E-3. Each Party will promptly notify the other Parties upon the receipt of any comments from the SEC in respect of the Schedule 13E-3 or any other filings associated with the Transactions, including the Proxy Statement or any beneficial ownership reports, or any request from the SEC for amendments to the Schedule 13E-3 or other associated filings, 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. Each of the Company, Company and the Parent and Merger Sub Parties shall use its reasonable best efforts to ensure so that the Schedule 13E-3 complies will comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder. Each . (c) If prior to the Effective Time any change occurs with respect to information supplied by any Parent Party for inclusion in the Proxy Statement and/or the Schedule 13E-3 that is required by Law to be described in an amendment of the CompanyProxy Statement and/or an amendment to the Schedule 13E-3, as applicable, such Party will reasonably promptly notify the Company of such change, and the Parent Parties and Merger Sub shall use its reasonable best efforts to respond promptly to any comments of the Company will cooperate in the prompt filing with the SEC of any necessary amendment to the Proxy Statement and/or an amendment to the Schedule 13E-3, as applicable, and as required by Law, in disseminating the information contained in such amendment to the Company’s shareholders. Nothing in this Section 6.1(c) will limit the obligations of any Party under Section 6.1(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 and/or the Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation , that is required by Law to the Company be described in the preparation, filing, and mailing/distribution an amendment of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the staff of the SEC or any request from the SEC or its staff for amendments or supplements Proxy Statement and/or an amendment to the Schedule 13E-3, the Company shall will reasonably promptly notify the Parent and Merger SubParties of such event, and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and Parent Parties will cooperate in the staff of the SEC, on the other hand. Prior to prompt filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable opportunity to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company 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) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosure. (b) Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing, and mailing/distribution of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with of any necessary amendment to the Transactions. Each of Parent, Merger Sub and Proxy Statement and/or an amendment to the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the CompanySchedule 13E-3, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, and as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the shareholders of the Company, contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time, any event or circumstance relating to Parent, Merger Sub or the Company, or their respective Affiliates, officers or directors, should be discovered that should be set forth in an amendment or a supplement to the Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, the party discovering such event or circumstance shall promptly inform the other parties and an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC and disseminated to the shareholders of the Company to the extent required by Law; provided that prior to such filing, in disseminating the Company and Parent, as the case may be, shall consult with each other with respect to information contained in such amendment or supplement and shall afford to the other party and their Representatives a reasonable opportunity to comment thereonCompany’s shareholders. Nothing in this Section 6.1(d) will limit the obligations of any Party under Section 6.1(a). (ce) As soon The Company will, as promptly as reasonably practicable after the SEC staff confirms that it has no further comments on the Schedule 13E-3, including the Proxy Statement, duly call, give notice of, convene and hold the Company shall Shareholders Meeting for the purpose of (i) establish seeking the Company Shareholder Approval, (ii) if required, seeking approval of an adjournment proposal and (iii) seeking approval of any other proposal necessary for authorizing and approving (as applicable) this Agreement and consummating the Transactions. Except as permitted in Section 6.1(f), the Company will not adjourn the Company Shareholders Meeting without the prior written consent of Parent. The Company will use reasonable best efforts to (A) promptly cause the Proxy Statement to be mailed to the Company’s shareholders; and (B) except if an Adverse Recommendation Change has been made as permitted by Section 5.5(d) and remains in effect, solicit the Company Shareholder Approval, including by retaining the services of a record recognized proxy solicitor. The Company Board, acting at the recommendation of the Special Committee, and the Special Committee will recommend to the Company’s shareholders that they give the Company Shareholder Approval (the “Company Recommendation”) and will include such recommendation in the Proxy Statement and the Schedule 13E-3, in each case, unless the Company Board (acting at the recommendation of the Special Committee) or the Special Committee has validly made an Adverse Recommendation Change as permitted by Section 5.5(d) that is still in effect. The Company agrees that, unless this Agreement is terminated in accordance with its terms prior thereto, its obligations to hold the Company Shareholders Meeting pursuant to this Section 6.1 will not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Alternative Proposal, by the making of any Adverse Recommendation Change by the Company Board (acting at the recommendation of the Special Committee) or 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 to Parent pursuant to Section 5.5(d)(i) occurs less than 10 Business Days prior to the Company Shareholders Meeting, the Company will be entitled to postpone or adjourn the Company Shareholders Meeting to a date for determining not more than 10 Business Days after the date such Company Shareholders Meeting had previously been scheduled (but in no event to a date after the date that is six (6) Business Days before the End Date (as defined below)). (f) The foregoing provisions of this Section 6.1 notwithstanding, the Company will have the right to make one or more postponements or adjournments of the Company Shareholders Meeting (i) to ensure that any amendment to the Proxy Statement and/or amendment to the Schedule 13E-3 required under applicable Law is timely provided to the shareholders of the Company to whom within a reasonable amount of time, in the Schedule 13E-3 will be mailed good faith judgment of the Company Board or distributed the Special Committee (after consultation with outside counsel), in advance of the “Record Date”) and shall not change such Record Date unless required to do so by applicable LawCompany Shareholders Meeting; (ii) mail if required by applicable Law or distribute a request from the SEC or cause to be mailed its staff; or distributed the Schedule 13E-3 to the holders of Shares, including Shares represented by ADSs, as of the Record Date; and (iii) instruct if, on a date for which the Depositary Company Shareholders Meeting is scheduled, the Company has not received proxies representing a sufficient number of Common Shares to obtain the Company Shareholder Approval, whether or not a quorum is present; provided that (A) fix the Record Date no single such postponements or adjournment is for more than 10 Business Days except as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will may be mailed/distributed (the “Record ADS Holders”) required by applicable Laws; and (B) provide in the Schedule 13E-3 case of clause (iii), the Company Shareholders Meeting is not postponed or adjourned by more than 30 days after the date for which the Company Shareholders Meeting was originally scheduled without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed so long as the Company Shareholders Meeting is postponed or adjourned to all Record ADS Holders(x) a date that is not more than 60 days after the date on which the Company Shareholders Meeting was originally scheduled and (y) a date that is not less than five (5) Business Days prior to the End Date) 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 Shareholders Meeting) as expeditiously as reasonably possible, it being understood that time shall be of the essence.

Additional Agreements. Section 7.1 Schedule 13E-3SECTION 5.1 Preparation of the Form S-4 and the Proxy Statement; Stockholders Meetings. (a) As soon as reasonably practicable following the date hereof but in any event within twenty (20) Business Days after the date hereofof this Agreement, the Company, Company and Parent and Merger Sub shall jointly prepare and cause to be filed 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 Rule 13e-3 transaction statement on Schedule 13E-3 (such Schedule 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3”)prospectus. Each of the Company, Company and Parent and Merger Sub shall use its reasonable best efforts to ensure that have the Schedule 13E-3 complies in Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company will use 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 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 under the Securities Act. Parent shall also take any action (other than qualifying to do business in any comments 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 SEC with respect to Parent Common Stock and the Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to the Company New Preferred Stock in the preparation, filing, Merger and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3, the Company shall promptly notify Parent and Merger Sub, and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the staff of the SEC, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable opportunity to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company 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) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosure. (b) Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others 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 preparation, filing, and mailing/distribution of Form S-4 or the Schedule 13E-3 Proxy Statement will be made by Parent or any the Company without providing the other documents filed or to be filed with the SEC in connection with the Transactionsopportunity to review and comment thereon. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or Parent will advise the Company, as applicablepromptly after it receives notice thereof, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (when the Form S-4 has become effective or any supplement or amendment thereof or supplement thereto) are mailed to has been filed, the shareholders issuance of any stop order, the suspension of the Company, contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light qualification of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub Parent Common Stock and the Company further agrees that all documents that such party is responsible for filing with the SEC Parent New Preferred Stock issuable in connection with the Merger will comply as to form and substance for offering or sale in all material respects with any jurisdiction, or any request by the applicable requirements SEC for amendment of the Securities Act, Proxy Statement or the Exchange Act, Form S-4 or comments thereon and any other applicable Laws and that all information supplied responses thereto or requests by such party the SEC for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleadingadditional information. If at any time prior to the Effective Time, Time any event or circumstance information relating to the Company or Parent, Merger Sub or the Company, or any of their respective Affiliatesaffiliates, officers or directors, should be discovered that by the Company or Parent which should be set forth in an amendment or a supplement to any of the Schedule 13E-3 Form S-4 or the Proxy Statement, so that any of such document documents would not include any misstatement of a material fact or omit to state a any material fact required to be made therein, or necessary in order to make the statements madetherein, in the light of the circumstances under which they were made, not misleading, the party discovering which discovers such event or circumstance information shall promptly inform notify the other parties hereto and an appropriate amendment or supplement describing such event or circumstance information shall be promptly filed with the SEC and disseminated to the shareholders of the Company and, to the extent required by Law; provided that prior law, disseminated to such filing, the stockholders of the Company and Parent, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereon. (cb) As soon The Company shall, as reasonably promptly as practicable after the SEC staff confirms that it has no further comments on Form S-4 is declared effective under the Schedule 13E-3Securities Act, duly call, give notice of, convene and hold a meeting of its stockholders (the "Company Stockholders Meeting") in accordance with the DGCL for the purpose of obtaining the Company Stockholder Approval and, subject to its rights to terminate this Agreement pursuant to Section 4.2(b), shall, through its Board of Directors, recommend to its stockholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby. Without limiting the generality of the foregoing 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(b) shall (i) establish a record date for determining shareholders of not be affected by the commencement, public proposal, public disclosure or communication to the Company to whom the Schedule 13E-3 will be mailed or distributed (the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 to the holders of Shares, including Shares represented by ADSs, as of the Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS Holdersany Company Takeover Proposal.

Additional Agreements. Section 7.1 Schedule 13E-3SECTION 6.1 Registration Statement on Form S-4 and Joint Proxy Statement/Prospectus. (a) As soon as reasonably practicable following the date hereof but in any event within twenty (20) Business Days after the date hereofexecution of this Agreement, the Company, Parent Company and Merger Sub IOI shall jointly use all commercially reasonable efforts to prepare and cause file with the SEC, and make effective under the Securities Act as promptly as practicable following such filing, a registration statement on Form S-4 (the "S-4") (including, without limitation, the preparation of all audited or unaudited consolidated financial statements of the Company and the preparation of all pro forma financial information required to be included in the S-4). The S-4 shall register the issuance of all IOI Common Stock and Series A and Series B Warrants issued to the Company's stockholders in the Merger. At the time the S-4 is filed with the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 and at all times subsequent thereto (such Schedule 13E-3, as amended or supplemented, being referred to herein as through and including the “Schedule 13E-3”Effective Time). Each of the Company, Parent and Merger Sub shall use its reasonable best efforts to ensure that the Schedule 13E-3 complies in 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 Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to the Company in the preparation, filing, and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3, the Company and IOI shall promptly notify Parent and Merger Sub, and shall provide Parent with copies of take all correspondence between actions necessary so that the Company and its representatives, on the one hand, and the staff of the SEC, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable opportunity to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company Recommendation, the Company shall S-4 does 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) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosure. (b) Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing, and mailing/distribution of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the shareholders of the Company, contain any untrue statement of a material fact, fact or omit to state a any material fact required to be made therein, stated therein or necessary in order to make the statements madecontained therein, in the light of the circumstances under which they were made, not misleading. (b) As soon as practicable following the execution of this Agreement, the Company and IOI shall use all commercially reasonable efforts to prepare and file with the SEC a joint proxy statement relating to a meeting of the holders of Company Securities and a meeting of the holders of IOI Securities to approve the Merger (such joint proxy statement as amended or supplemented from time to time being hereinafter referred to as the "JOINT PROXY STATEMENT/PROSPECTUS"), such Joint Proxy Statement/Prospectus to be included in the S-4. Each of Parent, Merger Sub and the Company further agrees that and IOI shall use its commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to shareholders of the Company and shareholders of IOI at the earliest practicable date, in each case as promptly as practicable after the S-4 is declared effective under the Securities Act. (c) The Company shall furnish to IOI all documents that information concerning the Company and its shareholders and shall take such party is responsible for filing with the SEC other action as IOI may reasonably request in connection with the Merger will comply as to form S-4 and substance in all material respects with the applicable requirements issuance of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement shares of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleadingIOI Common Stock. If at any time prior to the Effective Time, Time any event or circumstance relating to ParentIOI, Merger Sub or the Company, any shareholder or their respective Affiliatesofficers, officers or directors, employees, consultants or contractors should be discovered that by such party which should be set forth in an amendment or a supplement to the Schedule 13E-3 so that S-4, such document would not include any misstatement of a material fact or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, the party discovering such event or circumstance shall promptly inform the other parties thereof and an take appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC and disseminated to the shareholders of the Company to the extent required by Law; provided that prior to such filing, the Company and Parent, as the case may be, shall consult with each other with action in respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereonthereof. (c) As soon as reasonably practicable after the SEC staff confirms that it has no further comments on the Schedule 13E-3, the Company shall (i) establish a record date for determining shareholders of the Company to whom the Schedule 13E-3 will be mailed or distributed (the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 to the holders of Shares, including Shares represented by ADSs, as of the Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS Holders.

Additional Agreements. Section 7.1 Schedule 13E-35.1 PREPARATION OF PROXY STATEMENT; LCI STOCKHOLDERS MEETING. (a) As soon promptly as reasonably practicable following the date hereof but in any event within twenty (20) Business Days after the date hereof, the CompanyQwest shall, Parent and Merger Sub shall jointly in cooperation with LCI, prepare and cause to be filed file with the SEC preliminary proxy materials which shall constitute the Joint Proxy Statement/Prospectus (such proxy statement/prospectus, and any amendments or supplements thereto, the "JOINT PROXY STATEMENT/PROSPECTUS") and a Rule 13e-3 transaction registration statement on Schedule 13E-3 Form S-4 with respect to the issuance of Qwest Common Stock in the Merger (such Schedule 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3”"FORM S-4"). Each of The Joint Proxy Statement/Prospectus will be included in the Company, Parent Form S-4 as Qwest's prospectus. The Form S-4 and Merger Sub the Joint Proxy Statement/Prospectus shall use its reasonable best efforts comply as to ensure that the Schedule 13E-3 complies form in all material respects with the requirements applicable provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Each of the Company, Parent Qwest and Merger Sub LCI shall use its all reasonable best efforts to respond have the Form S-4 cleared by the SEC as promptly as practicable after filing with the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger. Qwest shall, as promptly as practicable after receipt thereof, provide copies of any written comments of received from the SEC with respect to the Schedule 13E-3. Each Joint Proxy Statement/Prospectus to LCI and advise LCI of Parent and Merger Sub shall provide reasonable assistance and cooperation any oral comments with respect to the Company in the preparation, filing, and mailingProxy Statement/distribution of the Schedule 13E-3 and the resolution of comments Prospectus received from the SEC. Upon its receipt of any comments from the staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3, the Company shall promptly notify Parent and Merger Sub, and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the staff of the SEC, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable opportunity to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company 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) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosure. (b) Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing, and mailing/distribution of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, Qwest agrees that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly Qwest for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any Joint Proxy Statement/Prospectus and each amendment thereof or supplement thereto) are mailed to , at the shareholders time of mailing thereof and at the time of the CompanyLCI Stockholders Meeting or the Qwest Stockholders Meeting, will contain any an untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time, any event or circumstance relating to Parent, Merger Sub or the Company, or their respective Affiliates, officers or directors, should be discovered that should be set forth in an amendment or a supplement to the Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state a material fact required to be made therein, stated therein or necessary in order to make the statements madetherein, in the light of the circumstances under which they were made, not misleading, . LCI agrees that none of the party discovering such event information supplied or circumstance shall promptly inform to be supplied by LCI for inclusion or incorporation by reference in the other parties Joint Proxy Statement/Prospectus and an appropriate each amendment or supplement describing such event thereto, at the time of mailing thereof and at the time of the LCI Stockholders Meeting or circumstance the Qwest 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. For purposes of the foregoing, it is understood and agreed that information concerning or related to Qwest and the Qwest Stockholders Meeting will be deemed to have been supplied by Qwest and information concerning or related to LCI and the LCI Stockholders Meeting shall be promptly filed deemed to have been supplied by LCI. Qwest will provide LCI with the SEC and disseminated to the shareholders of the Company to the extent required by Law; provided that prior to such filing, the Company and Parent, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to review and comment thereonon any amendment or supplement to the Joint Proxy Statement/Prospectus prior to filing such with the SEC, and will provide LCI with a copy of all such filings made with the SEC. No amendment or supplement to the information supplied by LCI for inclusion in the Joint Proxy Statement/Prospectus shall be made without the approval of LCI, which approval shall not be unreasonably withheld or delayed. (b) Subject to Sections 5.5 and 7.1(f), LCI 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 "LCI STOCKHOLDERS MEETING") for the purpose of obtaining the Required LCI Vote with respect to the transactions contemplated by this Agreement, shall take all lawful action to solicit the adoption of this Agreement by the Required LCI Vote and the Board of Directors of LCI shall recommend adoption of this Agreement by the stockholders of LCI. Without limiting the generality of the foregoing but subject to its rights pursuant to Sections 5.5 and 7.1(f), LCI agrees that its obligations pursuant to the first sentence of this Section 5.1(b) shall not be affected by the commencement, public proposal, public disclosure or communication to LCI of any Acquisition Proposal. (c) As soon Qwest shall, as reasonably promptly as practicable after following the SEC staff confirms that it has no further comments on execution of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the Schedule 13E-3"QWEST STOCKHOLDERS MEETING") for the purpose of obtaining the Required Qwest Vote, shall take all lawful action to solicit the Company shall (i) establish a record date for determining shareholders approval of the Company to whom Share Issuance by the Schedule 13E-3 will be mailed or distributed (Required Qwest Vote and the “Record Date”) and Board of Directors of Qwest shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 to the holders of Shares, including Shares represented by ADSs, as recommend approval of the Record Date; and (iii) instruct transactions contemplated by this Agreement by the Depositary to (A) fix the Record Date as the record date for determining the holders stockholders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS HoldersQwest.