Common use of Additional Agreements Clause in Contracts

Additional Agreements. 6.1 Preparation of the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. (a) As soon as practicable following the acceptance for payment of and payment for shares of Company Common Stock by Sub in the Offer, 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 to be approved by shareholders and to effect the Merger. (b) The Company 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 shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated hereby.

Additional Agreements. 6.1 Section 6.01 Preparation of the Form S-4 and the Joint Proxy Statement/Prospectus; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. (a) As soon as practicable following the acceptance for payment date of this Agreement, but in any event within twenty (20) Business Days following the date of this Agreement (to the extent practicable), Parent and payment for shares of Company Common Stock by Sub in the Offer, the Company shall jointly prepare and cause to be filed with the SEC the Joint Proxy Statement/Prospectus in preliminary form and Parent shall prepare (with the cooperation of the Company) and file with the SEC the Form S-4, in which the Joint Proxy Statement. The /Prospectus will be included as a prospectus, and each of the Company and Parent shall cooperate with each other and use its reasonable best efforts to respond as promptly as practicable to all any comments of the SEC comments with respect thereto; provided, that consistent with the foregoing, Parent and the Company shall use their good faith efforts to make the Proxy Statement initial filing of the Form S-4 within ten (10) Business Days following the date of this Agreement, it being understood and agreed that the failure to make such filing within such ten (10) Business Day period shall not be deemed to be a breach of this Agreement for any purpose. Each of the Company and Parent shall cooperate with each other and use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Each of the Company and Parent shall use reasonable best efforts to cause the Joint Proxy Statement Statement/Prospectus to be mailed to the Company's ’s stockholders at and the earliest Parent’s stockholders as promptly as practicable dateafter the Form S-4 is declared effective under the Securities Act. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Parent Common Stock in the Merger and under the Company Plans and the Company shall furnish all information concerning the Company and the holders of the Company Common Stock and rights to acquire Company Common Stock pursuant to the Company Plans as may be reasonably requested in connection with any such action. The Companyparties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement/Prospectus or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement/Prospectus, the Form S-4 or the Merger. Each party shall give each other party an opportunity to participate in any discussions or meetings such party has with the SEC in connection with the Joint Proxy Statement/Prospectus, the Form S-4 or the Merger. Notwithstanding the foregoing, before filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement/Prospectus (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of Parent and Subthe Company (i) shall provide the other a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response), (ii) shall take include in such document or response all comments reasonably proposed by the other and (iii) shall not file or mail such document or respond to the SEC prior to receiving the approval of the other (such approval not to be unreasonably withheld, conditioned or delayed). Each of Parent and the Company shall advise the other, promptly after receipt of notice thereof, of the time of effectiveness of the Form S-4, the issuance of any stop order relating thereto or the suspension of the qualification of the Parent Common Stock included in the Merger Consideration for offering or sale in any jurisdiction, and each of Parent and the Company shall use all reasonable actions necessary efforts to have any such stop order or advisable suspension lifted, reversed or otherwise terminated. Each of Parent and the Company shall also take any other action (other than qualifying to cause do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” laws and the rules and regulations thereunder in connection with the Merger to be approved by shareholders and to effect the MergerShare Issuance. (b) If before the Effective Time, any event occurs with respect to the Company, or any change occurs with respect to other information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement/Prospectus or the Form S-4, the Company shall promptly notify Parent of such event, and the Company and Parent shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Joint Proxy Statement/Prospectus and Form S-4 and, as required by law, in disseminating the information contained in such amendment or supplement to the Company’s stockholders. (c) If before the Effective Time, any event occurs with respect to Parent or any Parent Subsidiary, or change occurs with respect to other information supplied by Parent for inclusion in the Joint Proxy Statement/Prospectus or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement/Prospectus or the Form S-4, Parent shall promptly notify the Company of such event, and Parent and the Company shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to the Company’s stockholders. (d) The Company willshall, as soon as practicable following effectiveness of the Proxy Trigger DateForm S-4, duly call, give notice of, convene and hold a meeting of its shareholders (including any adjournment, postponement or other delay thereof, the “Company Stockholders Meeting Meeting”) for the purpose of approving this Agreement and the transactions contemplated hereby. At of, among other things, seeking the Company Stockholders Meeting, Parent Stockholder Approval. The Company shall use reasonable best efforts to: (x) cause all of the shares Joint Proxy Statement/Prospectus to be mailed to the Company’s shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act; (y) solicit from the holders of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted proxies in favor of the adoption of this Agreement and approval of the Merger; and (z) take all other actions necessary or advisable to secure the vote or consent of the holders of Company Common Stock required by applicable Law to obtain such approval. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 6.01(d) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal or (ii) the withdrawal or modification by the Company Board of its approval or recommendation of this Agreement or the Merger. (ce) 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 effectiveshall, as soon as practicable after the expiration following effectiveness of the OfferForm S-4, without duly call, give notice of, convene and hold a meeting of stockholders its shareholders (including any adjournment, postponement or other delay thereof, the “Parent Stockholders Meeting”) for the purpose of, among other things, seeking from the holders of Parent Common Stock proxies in favor of the Company, in accordance with Section 253 approval of the DGCLShare Issuance. Parent shall use reasonable best efforts to: (x) cause the Joint Proxy Statement/Prospectus to be mailed to Parent’s shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act; (y) solicit from the holders of Parent Common Stock proxies in favor of the Share Issuance; and (z) take all other actions necessary or advisable to secure the vote or consent of the holders of Parent Common Stock required by applicable Law to obtain such approval. (df) Parent shall Notwithstanding anything to the contrary in this Agreement, the Company will be permitted to postpone or adjourn the Company Stockholders Meeting if (i) cause Sub promptly there are holders of insufficient shares of the Company Common Stock present or represented by proxy at the Company Stockholders Meeting to submit this Agreement and constitute a quorum at the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholderCompany Stockholders Meeting; (ii) cause the shares of capital stock of Sub Company is required to be voted for adoption and approval of this Agreement and postpone or adjourn the transactions contemplated herebyCompany Stockholders Meeting by applicable Law, order or a request from the SEC; and or (iii) cause the Company Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is required by applicable Law to postpone or adjourn the Company Stockholders Meeting (including, if the Company Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is required by applicable Law) in order to give the stockholders of the Company sufficient time to evaluate any information or disclosure that the Company has sent to the stockholders of the Company or otherwise made available to the stockholders of the Company by issuing a press release, filing materials with the SEC or otherwise, in each case in accordance with the terms of this Agreement. (g) Notwithstanding anything to the contrary in this Agreement, Parent will be taken all additional actions necessary for Sub permitted to adopt and approve postpone or adjourn the Parent Stockholders Meeting if (i) there are holders of insufficient shares of the Parent Common Stock present or represented by proxy at the Parent Stockholders Meeting to constitute a quorum at the Parent Stockholders Meeting; (ii) Parent is required to postpone or adjourn the Parent Stockholders Meeting by applicable Law, order or a request from the SEC; or (iii) the Parent Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is required by applicable Law to postpone or adjourn the Parent Stockholders Meeting (including, if the Parent Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is required by applicable Law) in order to give the stockholders of Parent sufficient time to evaluate any information or disclosure that Parent has sent to the stockholders of Parent or otherwise made available to the stockholders of Parent by issuing a press release, filing materials with the SEC or otherwise, in each case in accordance with the terms of this Agreement and the transactions contemplated herebyAgreement.

Additional Agreements. 6.1 SECTION 8.01. Preparation of the Form S-4 and the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Shareholders Meeting. (a) As soon as practicable following the acceptance for payment date of this Agreement, CDnow, Holdco, Time Warner and payment for shares of Company Common Stock by Sub in the Offer, the Company and Parent Sony shall jointly prepare and CDnow shall file with the SEC the Proxy Statement. The Company Statement in preliminary form and CDnow, Holdco, Time Warner and Sony shall jointly prepare and Holdco shall file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus, and each of CDnow, Holdco, Time Warner and Sony shall use its best reasonable efforts to respond as promptly as practicable to all any comments of the SEC comments with respect thereto. Each of CDnow, Holdco, Time Warner and Sony shall use its reasonable efforts to have the Proxy Statement and 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 Company's stockholders at Form S-4 is declared effective under the earliest practicable dateSecurities Act. Holdco shall take any action (other than qualifying to do business in any jurisdiction in which CDnow or Columbia House are not now so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Holdco Common Stock in the Transactions and under CDnow Stock Plans and CDnow Warrants, and CDnow shall furnish all information concerning CDnow and the holders of CDnow Common Stock and rights to acquire CDnow Common Stock pursuant to CDnow Stock Plans and CDnow Warrants as may be reasonably requested in connection with any such action. The Companyparties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between any of its representatives, Parent on the one hand, and Subthe SEC or its staff, shall take all reasonable actions necessary on the other hand, with respect to the Proxy Statement, the Form S-4 or advisable the Transactions. No filing of, or amendment or supplement to, the Form S-4 will be made by Holdco, or the Proxy Statement will be made by CDnow, without providing each of Time Warner and Sony the opportunity to cause review and comment thereon and receiving the Merger to be approved by shareholders prior approval thereof of each of Time Warner and to effect the MergerSony. (b) The Company willIf at any time prior to the Effective Time any event with respect to CDnow or any CDnow Subsidiary or with respect to other information supplied by CDnow for inclusion in the Proxy Statement or the Form S-4 shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, CDnow shall promptly notify Time Warner and Sony of such event, and CDnow and Holdco shall cooperate with Time Warner and Sony in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (c) If at any time prior to the Effective Time any event with respect to any of the Columbia House Entities or any of the Columbia House Subsidiaries, or with respect to any other information supplied by Time Warner or Sony for inclusion in the Proxy Statement or the Form S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Time Warner or Sony, as the case may be, shall promptly notify CDnow of such event, and Time Warner and Sony shall cooperate with CDnow and Holdco in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (d) CDnow shall, as soon as practicable following the Proxy Trigger Datedate of this Agreement, establish a record date (which shall be as soon as practicable following the date of this Agreement) for, and duly call, give notice of, convene and hold hold, a meeting of its shareholders (the Company Stockholders Meeting "CDnow Shareholders Meeting") for the purpose of approving this Agreement and obtaining the transactions contemplated herebyCDnow Shareholder Approval. At CDnow shall use its reasonable efforts to cause the Company Stockholders MeetingProxy 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, Parent shall cause all through the CDnow Board, recommend to its shareholders that they give the CDnow Shareholder Approval. Without limiting the generality of the shares foregoing, CDnow agrees that its obligations pursuant to this Section 8.01(d) shall not be affected by the commencement, public proposal, public disclosure or communication to CDnow of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the MergerCDnow Takeover Proposal. (ce) Notwithstanding CDnow shall use its reasonable efforts to cause to be delivered to Time Warner and Sony a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, CDnow's independent auditors, dated a date within two business days before the foregoing clauses (a) date on which the Form S-4 shall become effective and (b)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 event that Parent or any other Subsidiary of Parent Form S-4. (f) Time Warner and Sony 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 use their reasonable efforts to cause to be delivered to CDnow a letter of Ernst & Young LLP, Columbia House's independent auditors, dated a date within two business days before the Merger date on which the Form S-4 shall become effective and addressed to become effectiveCDnow, in form and substance reasonably satisfactory to CDnow and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (g) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to Holdco as soon as practicable after following the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval date of this Agreement combined financial statements for MCo, VCo, Columbia House, Columbia House Mexico and Columbia House Canada that comply with the requirements of Items 14(e), (f) and (g) of Form S-4 under the Securities Act, to be included in the Proxy Statement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated herebyForm S-4.

Additional Agreements. Section 6.1 Preparation of the Amendment to Joint Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting/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 practicable following amended or supplemented from time to time prior to the acceptance for payment date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of and payment for shares of Company Parent Common Stock by Sub in the OfferMerger (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 shall jointly prepare and cause to be filed with the SEC an amendment to the Original Joint Proxy Statement/Prospectus (as amended or supplemented from time to time, the “Amended 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 Proxy StatementOriginal 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”). The Each of Parent and the Company shall use its reasonable best efforts to respond 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 Company and Parent may commence mailing the Amended Joint Proxy Statement/Prospectus, each of the Company and Parent shall use its reasonable best efforts to 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 thereto shall 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 Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or any such response, comments reasonably proposed by either party. Both parties shall notify the other party promptly of the receipt of any comments from the staff of the SEC with respect to the Amended Joint Proxy Statement Statement/Prospectus or the Amended Form S-4, as applicable, and to cause of any request by the Proxy Statement to be mailed staff of the SEC for amendments or supplements to the Company's stockholders at the earliest practicable dateAmended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The CompanyCompany or Parent, Parent and Subas applicable, shall take respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all reasonable actions necessary correspondence between such party or advisable any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to cause the Merger to be approved by shareholders and to effect Amended Joint Proxy Statement/Prospectus or the MergerAmended Form S-4. (b) The None of the information supplied or to be supplied by the Company or Parent for inclusion or incorporation by reference into (i) the Form S-4 will, as soon as practicable following at the time the Form S-4 is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) the Joint Proxy Trigger DateStatement/Prospectus will, duly callat the date of distribution to stockholders of the Company, give notice of, convene and hold at the time of the Company Stockholders Meeting to be held in connection with the Merger, at the date of distribution to shareholders of Parent and at the time of the Parent Stockholders Meeting to be held in connection with the Issuance, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were 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 purpose of approving this Agreement and other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the transactions contemplated hereby. At Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote any information relating to the Company Stockholders Meetingor Parent, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and or any of their Subsidiaries respective Affiliates, directors or affiliates officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to be voted the 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 any material fact necessary to make the statements therein, in favor light of the Mergercircumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, distributed to the stockholders of the Company and to the shareholders of Parent. (c) Notwithstanding Each of the foregoing clauses (a) Company and (b)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 be made by either party with respect to statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference in the event that Joint Proxy Statement/Prospectus or Form S-4. Parent or and the Company shall make 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, necessary filings with respect to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after under the expiration of Securities Act and Exchange Act and the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLrules and regulations thereunder. (d) 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 shall (i) cause Sub promptly to submit this Agreement and Common Stock issuable in connection with the transactions contemplated hereby Merger for approval and adoption offering or sale in any jurisdiction, or any request by its parent by written consent the SEC for amendment of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and Joint Proxy Statement/Prospectus or the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated herebyForm S-4.

Additional Agreements. 6.1 Preparation (a) Within 30 days following the filing with the SEC of the Registration Statement/Proxy StatementStatement (the “Warrant Re-Purchase Cut-Off Date”), the Sponsor shall purchase, or cause its affiliates or such other Persons (which for the avoidance of doubt will not be deemed to include LG Parent, Studio HoldCo, StudioCo or any of their respective Subsidiaries) to purchase on the open market, in the aggregate, no less than 5.81% of the SEAC Public Warrants issued and outstanding (such obligation, as adjusted pursuant to the proviso in this Section 1.8(a), the “Purchase Obligation”); Company Stockholders Meeting; Merger without provided, that the Purchase Obligation shall be reduced, on a Company Stockholders Meetingone-to-one basis, by any SEAC Public Warrants that become the subject of an agreement between the holder thereof and SEAC and/or StudioCo that is entered into after the date hereof but prior to the Warrant Re-Purchase Cut-Off Date and that is in substantially the form of the Warrant Support Agreements entered into by StudioCo as of the date hereof. For the avoidance of doubt, any SEAC Public Warrants that Sponsor has purchased, or caused its affiliates or such other Persons to purchase, in connection with the Purchase Obligation will be exchanged as part of the SEAC Public Warrant Exchange in accordance with the terms and conditions of the Business Combination Agreement. (ai) As soon as practicable following Notwithstanding anything to the acceptance for payment of and payment for shares of Company Common Stock by Sub contrary herein or in the Offer, 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 to be approved by shareholders and to effect the Merger. (b) The Company 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 Business Combination Agreement and the transactions contemplated hereby. At Transaction Documents, if the Company Stockholders MeetingSponsor fails to complete the Purchase Obligation as required in Section 1.8(a) (a “Warrant Cutback Default”), Parent then the Sponsor shall (and, subject only to the occurrence of the Closing, hereby does) irrevocably surrender and forfeit, and SEAC shall cause all any applicable SEAC Entity to extinguish and cancel, for no consideration and without any further right thereto, and consent to the termination and cancellation of, an amount of the shares PubCo Common Shares delivered to the Sponsor at the Closing equal to the Cutback Amount (if any) (ii) Notwithstanding anything to the contrary herein or in the Business Combination Agreement and the other Transaction Documents, if as of Company the Closing Date, SEAC Transaction Expenses (or expenses that would be SEAC Transaction Expenses but for the $21,000,000 limitation in the proviso to the definition thereof) exceed $21,000,000 (the “Expense Cutback Default”), the Sponsor shall (and, subject only to the occurrence of the Closing, hereby does) irrevocably surrender and forfeit, and SEAC shall cause any applicable SEAC Entity to extinguish and cancel, for no consideration and without any further right thereto, and consent to the termination and cancellation of, an amount of the PubCo Common Stock Shares delivered to the Sponsor at the Closing equal to the Cutback Amount (if any). Notwithstanding the foregoing, if SEAC or the Sponsor provides written notice to LG Parent prior to the Closing that an Expense Cutback Default is reasonably likely to occur, accompanied by evidence from SEAC or the Sponsor reasonably satisfactory to LG Parent regarding any extenuating circumstances giving rise to such expenses, then owned by LG Parent and Sub and any of their Subsidiaries or affiliates the Sponsor shall discuss in good faith (with no obligation to be voted in favor reach agreement) regarding a potential waiver of the Mergerforegoing provision. (c) Notwithstanding the foregoing clauses (a) The Sponsor shall take, or cause to be taken, all actions and (b)do, 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 Offercause to be done, the parties hereto agreeall things reasonably necessary under applicable Laws, at the request of Subincluding executing and delivering such additional documents, instruments, conveyances and assurances and take such further actions as may be required, to take all necessary carry out the provisions hereof and appropriate action give effect to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLtransactions contemplated herein. (d) Parent The Sponsor shall be bound by and comply with Section 6.01(b) (iConfidentiality) cause Sub promptly and Section 6.07 (Public Announcements) of the Business Combination Agreement applicable to submit this SEAC as if the Sponsor was an original signatory to the Business Combination Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub with respect to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated herebysuch provisions.

Additional Agreements. 6.1 Preparation of the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. (a) As soon as practicable following Subject to the acceptance for payment terms and conditions herein provided, each of the parties hereto agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions and payment for shares of Company Common Stock to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by Sub this Agreement, including using all commercially reasonable efforts to obtain all necessary waivers, consents and approvals, to effect all necessary registrations and filings and to lift any injunction to the Merger (and, in the Offersuch case, the Company and Parent shall prepare and file to proceed 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 to be approved by shareholders and to effect the Mergeras expeditiously as possible). (b) The Company willIn case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, as soon as practicable following the Proxy Trigger Dateproper officers and/or directors of Purchaser, 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 Surviving Corporation shall cause use commercially reasonable efforts to take all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Mergersuch necessary action. (c) Notwithstanding At the foregoing clauses reasonable request of Purchaser, the Company will use commercially reasonable efforts to cooperate with Purchaser's efforts to obtain the Financing and the consummation of the transactions associated therewith, provided that (ai) all such information and discussions shall be provided only to those persons executing confidentiality agreements with the Company on terms at least as restrictive to the recipient as those contained in the Confidentiality Agreement, (ii) the Company shall not be required to disclose or discuss any information which the Company is not permitted to disclose under applicable law or by contractual agreement, (iii) in no event shall this Section 8.3(c) be deemed to require the Company to modify or agree to modify any terms of this Agreement and (b)iv) in no event shall the Company's obligations under this Section 8.3(c) be deemed to limit Purchaser's obligations under Section 8.13 or the Company's termination rights set forth in Article X. (d) Without limiting the foregoing, in each of Purchaser and 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, undertakes and agrees to take all necessary and appropriate action to cause the Merger to become effective, file as soon as practicable after the expiration date hereof the HSR Act filing and any other filings required by antitrust regulations of other jurisdictions including foreign countries. Each of Purchaser and the Company shall (i) use all best efforts to comply as expeditiously as possible with all lawful requests of the OfferFederal Trade Commission (the "FTC") or the Antitrust Division for additional information and documents, without a meeting and (ii) not under any circumstances whatsoever extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of stockholders the other parties hereto, which consent shall not be unreasonably withheld, and (iii) use all best efforts, including litigation with the FTC or the Antitrust Division if necessary, to cause the expeditious termination of the HSR Act waiting period and the efficient and expeditious conclusion of review by the FTC or the Antitrust Division under the HSR Act. (e) Subject to the fiduciary duties of the Board of Directors of the Company, the Company shall keep Purchaser informed of, and give Purchaser the opportunity to participate in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly defense or settlement of, any stockholder or other third party litigation against the Company or its directors relating to submit this Agreement and the Voting Agreements and the transactions contemplated hereby and thereby. The Company shall not enter into any settlement of such stockholder or other third-party litigation against the Company or its directors which provides for approval and adoption injunctive relief against the Company or Purchaser or monetary payment by its parent by the Company, in either case without the written consent of sole stockholderPurchaser; (ii) cause provided, however, that with respect to any such settlement of stockholder litigation against the shares of capital stock of Sub to be voted Company or its directors providing solely for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated herebya monetary payment, Purchaser shall not unreasonably withhold or delay such consent.

Additional Agreements. 6.1 4.1 Preparation of Proxy Statement and Schedule 13E-3; the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Shareholders Meeting. (a) As soon as practicable following the acceptance for payment date of and payment for shares of Company Common Stock by Sub in the Offerthis Agreement, the Company and Parent shall prepare and file with the SEC the Proxy StatementStatement and the Schedule 13E-3. The Each of the Company and Parent shall use its best commercially reasonable 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 to be approved by ’s shareholders and to effect the Mergeras promptly as practicable. (b) The Subject to Section 4.4, the Company willshall, as soon as practicable following the Proxy Trigger Datedate of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the “Company Stockholders Meeting Shareholders Meeting”) for the purpose of approving this Agreement and the transactions contemplated herebyobtaining shareholder approval. At In connection with such meeting, the Company Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly prepare and file with the SEC, use its commercially reasonable efforts to submit have cleared by the SEC and thereafter mail to its shareholders as promptly as practicable the Proxy Statement and all other proxy materials for 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 (other than Parent and its Affiliates), as required by Section 1203 of the CGCL, (ii) use its commercially reasonable efforts to obtain the necessary approvals by its shareholders of this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) 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 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 taken voted all additional actions necessary for Sub to adopt and approve this Agreement and the shares of Company Common Stock owned of record by Parent or any of its Subsidiaries in favor of the transactions contemplated herebyby this Agreement.

Additional Agreements. SECTION 6.1 Preparation of the Proxy StatementStatement and the Form S-4; Company Stockholders Meeting; Merger without a Company Stockholders MeetingAccountant's Letters. (a) As soon as practicable following the acceptance for payment of and payment for shares of Company Common Stock by Sub in the Offer, the date hereof: (i) Company and Parent shall jointly prepare for inclusion in the Form S-4, as soon as practicable after the date hereof, a proxy statement (the "Proxy Statement") relating to the Merger and file the Share Issuance in accordance with the SEC Exchange Act and the rules and regulations under the Exchange Act, with respect to the transactions contemplated by this Agreement. Company, Parent and Purchaser shall cooperate with each other in the preparation of the Proxy Statement. The Company and Parent shall use its best all reasonable efforts to respond promptly to all any comments made by the SEC comments with respect to the Proxy Statement Statement, and to cause the Proxy Statement to be mailed to the Company's stockholders of Company and Parent at the earliest practicable date. The Company, Parent and Sub, shall take all reasonable actions necessary or advisable to cause date after the Merger to be approved Form S-4 is declared effective by shareholders and to effect the MergerSEC. (bii) The Company 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 prepare and file with the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effectiveSEC, as soon as practicable after the expiration date hereof, the Form S-4. Each of Company and Parent shall use all reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Parent also shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Parent Common Stock in the Merger, and Company shall furnish all information concerning Company and the holders of the OfferShares 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, without Company's independent public accountants, dated a meeting date within two business days before the date on which the Form S-4 shall become effective, and a letter of stockholders Ernst & Young LLP, dated a date within two business days before the Closing Date, each addressed to Parent, in form and substance reasonably satisfactory to Parent and customary in scope and substance for letters delivered by independent accountants in connection with registration statements similar to the Form S-4. (c) Parent shall use its best efforts to cause to be delivered to Company a letter of KPMG Peat Marwick LLP, Parent's independent public accountants, dated a date within two business days before the date on which the Form S-4 shall become effective and a letter of KPMG Peat Marwick LLP, dated a date within two business days before the Closing Date, each addressed to Company, in accordance form and substance reasonably satisfactory to Company and customary in scope and substance for letters delivered by independent public accountants in connection with Section 253 of registration statements similar to the DGCLForm S-4. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated hereby.

Additional Agreements. 6.1 Preparation of the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. (a) As soon as practicable following With respect to Company Warrants held by the acceptance for Shareholder, the Shareholder agrees to exercise each such Company Warrant on or prior to the warrant expiration date of December 19, 2019 set forth therein, and to receive in consideration of the exercise and cancellation of such Company Warrant and in settlement therefor, such amount of Company Common Stock issuable upon the exercise of the Company Warrant in accordance with the terms of the Company Warrants. If the Shareholder does not, prior to the warrant expiration date of December 19, 2019, exercise such Company Warrant, then such Company Warrant shall, without any payment of any consideration therefor, be canceled and payment for extinguished, shall no longer be outstanding, shall cease to represent the right to acquire shares of Company Common Stock by Sub in or receive any Merger Consideration and shall not represent the Offer, the Company and right to acquire any shares of Parent shall prepare and file with the SEC the Proxy StatementCommon Stock. The Shareholder agrees to vote such Company shall use its best efforts to respond to all SEC comments Common Stock issuable and issued 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 to be approved by shareholders and to effect the MergerShareholder’s Company Warrants consistent with Section 1 above. (b) The Company willShareholder agrees that each of that certain Corporate Governance Agreement dated December 19, as soon as practicable following the Proxy Trigger Date, duly call, give notice of, convene and hold 2014 between the Company Stockholders Meeting for the purpose of approving this Agreement and the transactions contemplated hereby. At Shareholder and that certain Securities Purchase Agreement dated December 19, 2014 between the Company Stockholders Meetingand the Shareholder (collectively, Parent shall cause all the “Shareholder Agreements”) is hereby terminated as of the shares Effective Time without any further requirement of either party to execute any additional documents or take any further action with respect thereto. From and after the Effective Time, the Shareholder Agreements shall be of no further force or effect, and the rights and obligations of each of the parties thereunder shall terminate. In addition, the Shareholder hereby irrevocably waives any right to require the registration of the Company Common Stock then owned by Parent that may exist upon the exercise of the Company Warrants as such right may be set forth in the Shareholder Agreements or the Company Warrants. The Shareholder, on behalf of itself and Sub its present and former parents, subsidiaries, affiliates, officers, directors, shareholders, members, successors and assigns (collectively, “Releasors”) hereby releases, waives and forever discharges the other parties thereto and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, permitted successors and permitted assigns (collectively, “Releasees”) of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty or equity (collectively, “Claims”), which any of their Subsidiaries such Releasors ever had, now have, or affiliates hereafter can, shall, or may have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time arising out of or relating to be voted in favor of the MergerShareholder Agreements. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated hereby.

Additional Agreements. 6.1 SECTION 5.01. Preparation of the Form S-4 and the Joint Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders MeetingMeetings. (a) As soon as practicable following the acceptance for payment date of this Agreement, MS and payment for shares of Company Common Stock by Sub in the Offer, the Company and Parent DWD shall prepare and file with the SEC the Joint Proxy StatementStatement and DWD shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. The Company Each of MS and DWD shall use its best efforts to respond to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. MS will use all SEC comments with respect to the Proxy Statement and best efforts to cause the Joint Proxy Statement to be mailed to the CompanyMS's stockholders at the earliest practicable date. The Companystockholders, Parent and Sub, shall take DWD will use all reasonable actions necessary or advisable best efforts to cause the Merger Joint Proxy Statement to be approved mailed to DWD's stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. DWD 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 DWD Common Stock and DWD Preferred Stock in the Merger and MS shall furnish all information concerning MS and the holders of MS Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made by shareholders DWD without providing MS the opportunity to review and comment thereon. DWD will advise MS, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the DWD Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to effect the MergerEffective Time any information relating to MS or DWD, or any of their respective affiliates, officers or directors, should be discovered by MS or DWD which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of MS and DWD. (b) The Company willMS shall, as soon as practicable following the Proxy Trigger Datedate of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the Company "MS Stockholders Meeting Meeting") for the purpose of approving obtaining the MS Stockholder Approval and shall, through its Board of Directors, recommend to its stockholders the approval and adoption of this Agreement Agreement, the Merger and the other transactions contemplated hereby. At Without limiting the Company Stockholders Meeting, Parent shall cause all generality of the shares foregoing but subject to its rights to terminate this Agreement pursuant to Section 4.02(b), MS agrees that its obligations pursuant to the first sentence of Company Common Stock then owned this Section 5.01(b) shall not be affected by Parent and Sub and the commencement, public proposal, public disclosure or communication to MS of any of their Subsidiaries or affiliates to be voted in favor of the MergerMS Takeover Proposal. (c) Notwithstanding DWD shall, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the "DWD Stockholders Meeting") for the purpose of obtaining the DWD Stockholder Approval and 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 clauses (a) and (bbut subject to its rights to terminate this Agreement pursuant to Section 4.03(b), in DWD agrees that its obligations pursuant to the event that Parent first sentence of this Section 5.01(c) shall not be affected by the commencement, public proposal, public disclosure or commencement to DWD of any other Subsidiary of Parent shall acquire at least 90% of DWD Takeover Proposal. (d) DWD and MS will use best efforts to hold the outstanding shares of Company Common Stock in MS Stockholders Meeting and the Offer, DWD Stockholders Meeting on the parties hereto agree, at the request of Sub, to take all necessary same date and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLdate hereof. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated hereby.

Additional Agreements. 6.1 Preparation Subject to the terms and conditions herein provided, each of the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. (a) As soon as practicable following the acceptance for payment of Salton and payment for shares of Company Common Stock by Sub in the Offer, the Company and Parent shall prepare and file with the SEC the Proxy Statement. The Company shall Windmere agrees to use its reasonable best efforts to respond take, or cause to be taken, all SEC comments with respect to the Proxy Statement action and to do, or cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable date. The Companydone, Parent and Suball things necessary, shall take all reasonable actions necessary proper or advisable under applicable laws and regulations to cause consummate and make effective the Merger transactions contemplated by this Agreement, including using its reasonable best efforts to be approved by shareholders obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings. Without limiting the Merger. generality of the foregoing, (bi) The Company willeach of Salton and Windmere agrees that upon delivery of the Salton Exercise Notice or the Windmere Exercise Notice, as soon as practicable following the Proxy Trigger Datecase may be, duly callit will use its reasonable best efforts to promptly file notifications under the HSR Act and to respond to any inquiries from governmental authorities in connection with the HSR Act; (ii) each of Salton and Windmere agrees to use its reasonable best efforts to remove any injunctions or other impediments or delays, give notice oflegal or otherwise, convene and hold the Company Stockholders Meeting for the purpose of approving this Agreement and to the transactions contemplated hereby. At by this Agreement; (iii) Windmere agrees that it will vote all Windmere Salton Shares it beneficially owns and cause the Company Stockholders MeetingWindmere designated Directors, Parent shall cause all of subject to the shares of Company Common Stock then owned by Parent and Sub and any exercise of their Subsidiaries fiduciary duties under applicable law, to vote as Directors in favor of any transaction or affiliates other action involving the Salton Option or the Windmere Option and against any action that would reasonably be expected to be voted impede, interfere with or delay the transactions contemplated by this Agreement; and (iv) Salton agrees that it will vote all Windmere shares it beneficially owns in favor of the Merger. Windmere Transactions (c) Notwithstanding and cause a Schedule 14D-9 Solicitation/Recommendation Statement, if required, to be filed with the foregoing clauses (aSEC which Statement shall, subject to the exercise of their fiduciary duties as directors, contain the recommendation of the Committee that Salton stockholders tender their Shares to Windmere in connection with such transaction) and (b)will vote against any action that would reasonably be expected to impede, in the event that Parent interfere with or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement and delay the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated herebyAgreement.

Additional Agreements. 6.1 Preparation of the Proxy Statement5.1 PREPARATION OF FORM S-4 AND JOINT PROXY STATEMENT/PROSPECTUS; Company Stockholders Meeting; Merger without a Company Stockholders MeetingINFORMATION SUPPLIED. (a) As soon as practicable following the acceptance for payment date of this Agreement, (i) Chancellor and payment for shares of Company Common Stock by Sub in the Offer, the Company and Parent Capstar shall prepare and file with the SEC the Joint Proxy Statement. The Company /Prospectus and (ii) Capstar and Chancellor shall use its best efforts to respond to all SEC comments prepare and file a Registration Statement on Form S-4 (the "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, of which the Joint Proxy Statement Statement/Prospectus will form a part. Each of Chancellor and Capstar shall use its reasonable best efforts to 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 Statement/Prospectus to be mailed to the CompanyChancellor's stockholders at the earliest practicable date. The Companystockholders, Parent and Sub, Capstar shall take all use its reasonable actions necessary or advisable best efforts to cause the Merger Joint Proxy Statement/Prospectus to be approved by shareholders and mailed to effect the Merger. (b) The Company 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 shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b)Capstar's stockholders, 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, each case as soon promptly as practicable after the expiration Form S-4 is declared effective under the Securities Act. Capstar 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 Offer, without a meeting of stockholders of the CompanyForm S-4, in accordance with Section 253 of the DGCL. (dany jurisdiction where it is not so subject) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause required to be taken all additional actions necessary for Sub to adopt under any applicable state securities laws in connection with the issuance of the Parent Voting Common Stock and approve this Agreement and the transactions contemplated hereby.Parent Convertible Preferred Stock in the

Additional Agreements. 6.1 Preparation of the Proxy StatementSECTION 5.1. PREPARATION OF THE FORM S-4 AND THE JOINT PROXY STATEMENT; Company Stockholders Meeting; Merger without a Company Stockholders MeetingSTOCKHOLDERS MEETINGS. (a) As soon as practicable following the acceptance for payment date of this Agreement, Decor and payment for shares of Company Common Stock by Sub in the Offer, the Company and Parent Interiors shall prepare and file with the SEC the Joint Proxy StatementStatement and Interiors shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. The Company Each of Decor and Interiors shall use its best efforts to respond to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Decor will use all SEC comments with respect to the Proxy Statement and best efforts to cause the Joint Proxy Statement to be mailed to the CompanyDecor's stockholders at the earliest practicable date. The Companystockholders, Parent and Sub, shall take Interiors will use all reasonable actions necessary or advisable best efforts to cause the Merger Joint Proxy Statement to be approved mailed to Interiors's stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Interiors 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 Interiors Class A Common Stock in the Merger and the approval of the Certificate of Amendment and Decor shall furnish all information concerning Decor and the holders of Decor Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made by shareholders Interiors without providing Decor the opportunity to review and comment thereon. Interiors will advise Decor, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Interiors Class A Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to effect the MergerEffective Time any information relating to Decor or Interiors, or any of their respective affiliates, officers or directors, should be discovered by Decor or Interiors which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of Decor and Interiors. (b) The Company willDecor shall, as soon promptly as practicable following after the Proxy Trigger DateForm S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold a meeting of its stockholders (the Company "Decor Stockholders Meeting Meeting") in accordance with the DGCL for the purpose of approving obtaining the Decor 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. At Without limiting the Company Stockholders Meeting, Parent shall cause all generality of the shares foregoing but subject to its rights to terminate this Agreement pursuant to Section 4.2(b), Decor agrees that its obligations pursuant to the first sentence of Company Common Stock then owned this Section 5.1(b) shall not be affected by Parent and Sub and the commencement, public proposal, public disclosure or communication to Decor of any of their Subsidiaries or affiliates to be voted in favor of the MergerDecor Takeover Proposal. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effectiveInteriors shall, as soon promptly as practicable after the expiration of Form S-4 is declared effective under the OfferSecurities Act, without duly call, give notice of, convene and hold a meeting of its stockholders of (the Company, "Interiors Stockholders Meeting") in accordance with the DGCL for the purpose of obtaining the Interiors Stockholder Approval and, subject to its rights to terminate this Agreement pursuant to Section 253 4.3(b), shall, through its Board of Directors, recommend to its stockholders the approval and adoption of this Agreement, the Merger, the Certificate of Amendment, the New Interiors Stock Plan and the other transactions contemplated hereby. Without limiting the generality of the DGCLforegoing but subject to its rights to terminate this Agreement pursuant to Section 4.3(b), Interiors agrees that its obligations pursuant to the first sentence of this Section 5.1(c) shall not be affected by the commencement, public proposal, public disclosure or communication to Interiors of any Interiors Takeover Proposal. (d) Parent shall (i) cause Sub promptly Interiors and Decor will use best efforts to submit this Agreement hold the Decor Stockholders Meeting and the transactions contemplated hereby for approval Interiors Stockholders Meeting on the same date and adoption by its parent by written consent of sole stockholder; (ii) cause as soon as reasonably practicable after the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated herebydate hereof.

Additional Agreements. 6.1 Preparation of the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. (a) As soon as practicable following Each Stockholder hereby consent to the acceptance for payment of and payment for shares of Company Common Stock by Sub disclosure in the OfferForm S-4 in which the Proxy Statement will be included as a prospectus (and, as and to the extent otherwise required by securities Laws or the SEC or any other securities authorities, any other documents or communications provided by Parent, Merger Sub or the Company to any Governmental Authority or to securityholders of the Company) of the Stockholder’s identity and beneficial ownership of Shares and the nature of such Stockholder’s commitments, arrangements and understandings under and relating to this Agreement and, if deemed appropriate by Parent shall prepare and file with or the SEC Company, a copy of this Agreement. Each Stockholder will promptly provide any information reasonably requested by Parent, Merger Sub or 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 such Stockholder for any regulatory application or advisable to cause filing made or approval sought in connection with the Merger to be approved by shareholders and to effect or the Mergerother Transactions (including filings with the SEC). (b) The Company willIf any further action is necessary or desirable to carry out the purposes of this Agreement, each Stockholder shall take all such action reasonably requested by Parent. Each Stockholder agrees to file (or cause to be filed on its behalf) with the SEC, as soon promptly as practicable following possible after the Proxy Trigger Datedate hereof, duly calleach filing and other report required to be filed by it and its controlled Affiliates pursuant to the Exchange Act and the rules and regulations of the SEC thereunder, give notice ofincluding any required filing on Schedule 13D, convene and hold the Company Stockholders Meeting for the purpose further agrees to reconfirm each of approving its obligations under this Agreement and promptly upon the transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all written request of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the MergerParent. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% cause the Exchange Agent to pay to each Stockholder the cash component of the outstanding shares of Merger Consideration owing to such Stockholder for Company Common Stock in with respect to which the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of exchange procedures determined by the Company, Parent and the Exchange Agent have been completed in accordance with Section 253 the Merger Agreement, by wire transfer of immediately available funds promptly following (but no later than two Business Days after) the later of the DGCL. Closing Date or completion of such procedures and delivery of a completed Letter of Transmittal by each Stockholder, to the account or accounts designated in writing by such Stockholder to Parent and the Exchange Agent at least five (d5) Business Days prior to the Closing Date. No later than ten Business Days before the Closing Date, Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) provide, or cause the shares Exchange Agent to provide, to each Stockholder the Letter of capital stock of Sub to be voted for adoption Transmittal and approval of this Agreement all other documentation and the transactions contemplated hereby; and (iii) cause to be taken all additional actions instructions necessary for Sub the Stockholder to adopt complete the exchange procedures and approve this Agreement and receive such payment promptly following the transactions contemplated herebyEffective Time.

Additional Agreements. 6.1 SECTION 5.01. Preparation of the Form S-4, the Joint Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. (a) Statement and the Schedule 13E-3. As soon as practicable following the acceptance for payment date of and payment for shares of Company Common Stock by Sub in the Offerthis Agreement, the Company and Parent shall (a) prepare and file with the SEC the Joint Proxy Statement and the Schedule 13E-3 and (b) Parent shall prepare and file with the SEC the Form S-4, in which the Joint Proxy StatementStatement will be included as a prospectus. Each of the Company and Parent shall and shall cause their respective counsel, accountants and other advisors to use all reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such 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 shall use will cause (and will make provision that its best efforts to respond to all SEC comments with respect to successor cause) the Proxy Statement and to cause the Joint Proxy Statement to be mailed to the Company's ’s stockholders at for purposes of approving the earliest practicable date. The CompanyConsolidation and the Merger, and Parent and Sub, shall take all reasonable actions necessary or advisable to will cause the Merger Joint Proxy Statement to be approved by shareholders and mailed to effect Parent’s stockholders, in 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 issuance of Parent Preferred Stock in the Merger. (b) The Company will, as soon as practicable following the Proxy Trigger Date, duly call, give notice of, convene and hold the Company Stockholders Meeting for shall furnish all information concerning the purpose of approving this Agreement Company and the transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all of the shares holders of Company Common Stock then owned as may be reasonably requested by Parent in connection with any such action and Sub the preparation, filing and distribution of the Joint Proxy Statement and the Form S-4. The parties shall cooperate and notify each other promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Joint Proxy Statement, the Form S-4 or the Schedule 13E-3 or for additional information, and shall supply each other with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the 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. 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 the Company, in each case (i) without providing the other party a reasonable opportunity to review and comment thereon or (ii) without the approval of both Parent and the Company, which approval shall not be unreasonably withheld or delayed; provided, that, with respect to documents filed by a party hereto that are incorporated by reference in the Form S-4 or Joint 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 Merger. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their Subsidiaries respective Affiliates, directors or affiliates officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to be voted in favor any of the Merger. Form S-4, the Joint Proxy Statement or the Schedule 13E-3 (c) Notwithstanding including the foregoing clauses (a) and (bconsummation of the Company Reorganization or the Consolidation), so that any such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the event circumstances under which they were made, not misleading, the party that Parent discovers such information shall promptly notify the other parties hereto and an appropriate amendment or any other Subsidiary supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of Parent shall acquire at least 90% of and the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated hereby.

Additional Agreements. 6.1 Preparation of the Proxy Statement5.1. PREPARATION OF PROXY STATEMENT; Company Stockholders Meeting; Merger without a Company Stockholders MeetingTHE COMPANY STOCKHOLDERS MEETING. (a) As If required by the DGCL or the Company's Organizational Documents in order to consummate the Merger, the Company shall, as soon as practicable following the acquisition by Merger Sub of shares of Company Common Stock pursuant to the Offer, duly call, give notice of, convene and hold a meeting of its stockholders (the "Company Stockholders Meeting") for the purpose of obtaining the Required Company Votes, and, the Company shall, through its Board of Directors, recommend to its stockholders that they vote in favor of the approval of the Merger and the adoption of this Agreement; provided, however, that the Company Board may withdraw, modify or change such recommendation to the extent that the Company Board, after consultation with and based upon the advice of independent legal counsel, determines in good faith that such action is necessary for the Company Board to comply with its fiduciary duties under applicable law. Parent and Merger Sub shall vote or cause to be voted all the shares of Company Common Stock owned of record by Parent, Merger Sub or any of Parent's other Subsidiaries in favor of the approval of the Merger and the adoption of the Agreement. After the date hereof and prior to the expiration of the Offer, Parent shall not purchase, offer to purchase, or enter into any contract, agreement or understanding regarding the purchase of shares of Company Common Stock, except pursuant to the terms of the Offer and the Merger. (b) Notwithstanding the preceding paragraph or any other provision of this Agreement, in the event Parent, Merger Sub or any other Subsidiary of Parent shall beneficially own, in the aggregate, at least 90% of the outstanding shares of the Company Common Stock, the Company shall not be required to call the Company Stockholders Meeting or to file or mail the Proxy Statement, and the parties hereto shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the acceptance for payment of and payment for shares of Company Common Stock by Merger Sub in the Offer, 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 pursuant 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 to be approved by shareholders and to effect the Merger. (b) The Company 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 shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, Offer without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (dc) Parent In connection with any stockholder meeting, the Company shall (i) promptly prepare and file with the SEC the Proxy Statement. The Company shall use reasonable best efforts to cause Sub the Proxy Statement to be cleared with the SEC and mailed to the Company's stockholders, as promptly as practicable, and, thereafter, to submit this Agreement and obtain approval of the transactions contemplated hereby for approval and adoption Merger by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated herebystockholders.

Additional Agreements. 6.1 Preparation 4.1 Conduct of Business of Adirondack. Between the Proxy Statement; Company Stockholders Meeting; Merger date hereof and the Closing Date, except as contemplated or permitted by this Agreement, Adirondack shall conduct its business and shall cause the Bank to conduct its business in the usual and ordinary course consistent in all material respects with prudent banking practices. Without limiting the foregoing, without the prior written consent of CNB, which consent shall not be unreasonably withheld (provided that CNB shall respond to a Company Stockholders Meeting.request for a consent within five business days): (a) As soon as practicable following Adirondack shall, and shall cause the acceptance for payment of and payment for shares of Company Common Stock by Sub Bank to, make no changes in the Offertheir respective charter or bylaws, the Company number of issued and Parent shall prepare outstanding shares (other than the issuance of up to 1,000 shares that may be issued under Adirondack's 401(k) Plan and file the issuance of shares under the Adirondack Option Plan), or the number of options except for changes resulting from the exercise of existing Options in accordance 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 to be approved by shareholders and to effect the Merger.their terms; (b) The Company willAdirondack shall, 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 shares of Company Common Stock then owned by Parent and Sub and any Bank to, not increase the compensation of their Subsidiaries directors, officers or affiliates to be voted in favor of the Mergeremployees. (c) Notwithstanding Adirondack shall, and shall cause the foregoing clauses Bank to, make no loan for $150,000 or more (aincluding aggregation of loans to any one customer or related entities) except for loans currently committed to be made pursuant to written commitment letters, and Adirondack shall, and shall cause the Bank to, make no other loans, or renewals or restructuring of loans except in the ordinary course of business and consistent in all material respects with prudent banking practices and policies and applicable rules and regulations of federal or state banking agencies (b)"Regulatory Authorities") with respect to amount, terms, security and quality of the borrower's credit; (d) Adirondack shall not declare or pay any stock dividend, cash dividend or other distribution without the prior written consent of CNB; (e) Adirondack shall, and shall cause the Bank to, use their best efforts to maintain their present insurance coverage in respect of their respective properties and businesses; (f) Adirondack shall, and shall cause the Bank to, make no significant changes, outside the ordinary course of business, in the event general nature of the business conducted by Adirondack and the Bank, including but not limited to the investment or use of their assets, the liabilities they incur, or the facilities they operate; (g) Adirondack shall, and shall cause the Bank to, not enter into any employment, consulting or other similar agreements (other than consulting or employment agreements pursuant to Section 4.1(n)) that Parent isnot terminable on 30 days' notice or less without penalty; (h) Adirondack shall, and shall cause the Bank to, not take any action that would result in a termination, partial termination, curtailment, discontinuance or merger into another plan or trust of any Adirondack Benefit Plan, except as provided in this Agreement; (i) Adirondack shall, and shall cause the Bank to, timely file or extend all required tax returns with all applicable taxing authorities and will not make any application for or consent to any extension of time for filing any tax return or any other Subsidiary of Parent shall acquire at least 90% extension of the outstanding shares period of Company Common Stock limitations applicable thereto; (j) Except as already reflected in the OfferFinancial Statements, the parties hereto agreeAdirondack shall, at the request of Sub, to take all necessary and appropriate action to shall cause the Merger Bank to, not make any expenditure for fixed assets in excess of $10,000 for any single item, or $25,000 in the aggregate, or enter into any lease of fixed assets; (k) Adirondack shall, and shall cause the Bank to, not incur any liabilities or obligations, make any commitments or disbursements, acquire or dispose of any property or asset, make any contract or agreement, or engage in any transaction, except in the ordinary course consistent in all material respects with prudent banking practices; (l) Adirondack shall, and shall cause the Bank to, only purchase or invest in instruments permitted by the Bank's investment policy, including, but not limited to, obligations of the government of the United States, agencies of the United States or mortgage-backed securities, and to become effectivenot execute individual investment transactions of greater than $2,000,000 in principal amount; (m) Adirondack shall, and shall cause the Bank to, make no changes of a material nature in their accounting procedures, methods, policies or practices or the manner in which they conduct their businesses and maintain their records, except as may be required by applicable law or regulation; (n) Subject to the approval of the selection of and the terms of the engagement thereof by CNB, Adirondack and the Bank shall, as soon as practicable after reasonably possible following execution of this Agreement, engage consultants or employees to assist in the management of Adirondack and the Bank pending the Closing Date, provided that the terms of the engagements shall provide that agreement to provide such services are cancelable upon the expiration of one year and shall provide for compensation not to exceed $60,000 per annum plus usual and customary business expense reimbursement; and (o) Subject to and only upon the Offer, without a meeting of stockholders receipt of the Companyprior written approval of CNB, Adirondack may propose to its stockholders, in accordance connection with Section 253 the approval of the DGCLAgreement as required by Section 4.4 hereof, that the Adirondack Option Plan and Recognition and Retention Plan be amended to provide for the acceleration of the vesting of all outstanding options granted under the Adirondack Option Plan and awards of Adirondack Shares made under Recognition and Retention Plan upon the Closing. (d) Parent shall (i) cause Sub promptly to submit this Agreement 4.2 Conduct of Business of CNB. Between the date hereof and the transactions contemplated hereby for approval Closing Date, the business of CNB shall be conducted (and adoption by its parent by written consent of sole stockholder; (ii) CNB shall cause the shares business of capital stock of Sub its Subsidiaries to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iiiconducted) cause to be taken in all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated herebymaterial respects consistent with prudent banking.

Additional Agreements. 6.1 SECTION 5.1. Preparation of the Form S-4 and the Joint Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders MeetingMeetings. (a) As soon as practicable following the acceptance for payment date of this Agreement, RSI and payment for shares of Company Common Stock by Sub in the Offer, the Company and Parent JPFI shall prepare and file with the SEC the Joint Proxy Statement, and JPFI shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospec- tus. The Company Each of RSI and JPFI shall use its best efforts to respond to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. RSI will use all SEC comments with respect to the Proxy Statement and best efforts to cause the Joint Proxy Statement to be mailed to the CompanyRSI's stockholders at the earliest practicable date. The Companystockholders, Parent and Sub, shall take JPFI will use all reasonable actions necessary or advisable best efforts to cause the Merger Joint Proxy Statement to be approved mailed to JPFI's stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. JPFI 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 JPFI Common Stock in the Merger and RSI shall furnish all information concerning RSI and the holders of RSI Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made by shareholders JPFI without RSI's prior consent (which shall not be unreasonably withheld) and without providing RSI the opportunity to effect review and comment thereon. JPFI will advise RSI, promptly after it receives notice thereof, of the Mergertime when the Form S-4 has be- come effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualifi- cation of the JPFI Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to RSI or JPFI, or any of their respective affiliates, officers or directors, should be discovered by RSI or JPFI which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not mis- leading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of RSI and JPFI. (b) The Company willRSI shall, as soon promptly as practicable following after the Proxy Trigger DateForm S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold a meeting of its stock- holders (the Company "RSI Stockholders Meeting Meeting") in accordance with the DGCL for the purpose of approving obtaining the RSI Stockholder Approval and shall, through its Board of Directors, recommend to its stockholders the approval and adoption of this Agreement Agreement, the Merger and the other transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effectiveJPFI shall, as soon promptly as practicable after the expiration of Form S-4 is declared effective under the OfferSecurities Act, without duly call, give notice of, convene and hold a meeting of stockholders of its stock- holders (the Company, "JPFI Stockholders Meeting") in accordance with Section 253 the DGCL for the purpose of obtaining the DGCLJPFI Stockholder Ap- proval and 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. (d) Parent shall (i) cause Sub promptly JPFI and RSI will use best efforts to submit this Agreement hold the RSI Stockholders Meeting and the transactions contemplated hereby for approval JPFI Stockholders Meeting on the same date and adoption by its parent by written consent of sole stockholder; (ii) cause as soon as reasonably practicable after the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated herebydate hereof.

Additional Agreements. 6.1 5.1 Preparation of the Proxy Permit Application/Information Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting.. ------------------------------------------------------- (a) As soon as practicable following after the acceptance execution of this Agreement, Digital shall prepare, with the cooperation of Agile, an Information Statement for payment the Shareholders to approve this Agreement, the Certificate of Merger and payment the transactions contemplated hereby and thereby. The Information Statement shall constitute a disclosure document for the offer and issuance of the shares of Company Agile Common Stock to be received by Sub the holders of Digital Common Stock in the OfferMerger. Agile and Digital shall each use reasonable commercial efforts to cause the Information Statement to comply with applicable federal and state securities laws requirements. Each of Agile and Digital agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, in the Company reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Information Statement, or in any amendments or supplements thereto, and Parent shall prepare to cause its counsel and file auditors to cooperate with the SEC other's counsel and auditors in the Proxy preparation of the Information Statement. Digital will promptly advise Agile, and Agile will promptly advise Digital, in writing if at any time prior to the Effective Time either Digital or Agile shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Information Statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The Company Information Statement shall use its best efforts contain the recommendation of the Board of Directors of Digital that the Digital shareholders approve the Merger and this Agreement and the conclusion of the Board of Directors that the terms and conditions of the Merger are fair and reasonable to respond the Shareholders. Anything to all SEC comments the contrary contained herein notwithstanding, Digital shall not include in the Information Statement any information with respect to Agile or its affiliates or associates, the Proxy Statement form and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable date. The Company, Parent and Sub, content of which information shall take all reasonable actions necessary or advisable to cause the Merger to be not have been approved by shareholders and Agile prior to effect the Mergersuch inclusion. (b) The Company 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 shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as As soon as practicable after the expiration execution of this Agreement, Agile shall prepare, with the cooperation of Digital, the Permit Application. Agile and Digital shall each use reasonable commercial efforts to cause the Permit Application to comply with the requirements of applicable federal and state laws. Each of Agile and Digital agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the Offerproviding party or its counsel, without a meeting of stockholders may be required or appropriate for inclusion in the Permit Application, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the CompanyPermit Application. Digital will promptly advise Agile, and Agile will promptly advise Digital, in accordance writing if at any time prior to the Effective Time either Digital or Agile shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Permit Application in order to make the statements contained or incorporated by reference therein not misleading or to comply with Section 253 applicable law. Anything to the contrary contained herein notwithstanding, Agile shall not include in the Permit Application any information with respect to Digital or its affiliates or associates, the form and content of the DGCLwhich information shall not have been approved by Digital prior to such inclusion. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated hereby.

Additional Agreements. 6.1 SECTION 5.01. Preparation of the Form S-4 and the Proxy Statement/Prospectus; Company Stockholders Meeting; Merger without a Company Stockholders Shareholders Meeting. (a) As soon as practicable following the acceptance for payment date of and payment for shares of Company Common Stock by Sub in the Offerthis Agreement, the Company and Parent Bethlehem shall prepare and file with the SEC the Proxy Statement/Prospectus and Bethlehem shall prepare and file with the SEC the Form S-4, in which the Proxy Statement/Prospectus will be included as a prospectus. Each of the Company and Bethlehem shall use all reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company shall will use its best all reasonable efforts to respond to all SEC comments with respect to the Proxy Statement and to cause the Proxy Statement Statement/Prospectus to be mailed to the Company's stockholders at shareholders as promptly as practicable after the earliest practicable dateForm S-4 is declared effective under the Securities Act. The Company, Parent and Sub, Bethlehem shall also take all reasonable actions necessary any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or advisable to cause file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Bethlehem Common Stock in connection with the Merger to and the Company shall furnish all information concerning the Company and the holders of the Company Common Stock as may be approved by shareholders and to effect the Mergerreasonably requested in connection with any such action. (b) The Subject to the fiduciary duties of the directors under applicable law, the Company will, as soon as practicable following the Proxy Trigger Datedate of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the "Company Stockholders Meeting Shareholders Meeting") for the purpose of approving this Agreement and the transactions contemplated hereby. At obtaining the Company Stockholders Meeting, Parent shall cause all Shareholder Approval. Subject to the fiduciary duties of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offerdirectors under applicable law, the parties hereto agreeCompany will, at through its Board of Directors, recommend to its shareholders the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and approval of the transactions contemplated hereby.

Additional Agreements. Section 6.1 Preparation of the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders MeetingStatement and Schedule 13E-3. (a) As soon as practicable Promptly following the acceptance for payment of and payment for shares of Company Common Stock by Sub in the Offerdate hereof, the Company and Parent shall prepare and file Company, with the assistance and cooperation of Parent and Merger Sub, shall prepare, and cause to be mailed to the shareholders of the Company as promptly as reasonably practicable after having cleared the SEC comments on the Schedule 13E-3, the Proxy Statement. Parent and Merger Sub shall promptly furnish all information as the Company may reasonably request in connection with such actions and the preparation of the Proxy Statement. The Company shall use its best efforts will provide Parent with a reasonable opportunity to respond to all SEC comments with respect to review and comment on the Proxy Statement and prior to cause mailing 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 shareholders or advisable to cause the Merger to be approved by shareholders and to effect the Mergerany amendments or supplements thereto. (b) The Company willConcurrently with the preparation of the Proxy Statement, the Company, Parent and Merger Sub shall use reasonable best efforts to jointly prepare and cause to be filed with the SEC the Schedule 13E-3. Each of the Company, Parent and Merger Sub shall use its reasonable best efforts so that the Schedule 13E-3 will comply as to form and substance in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Each party shall, as soon promptly as practicable following after the Proxy Trigger Datereceipt thereof, duly callprovide to the other party copies of any written comments and advise the other party of any oral comments, give notice ofwith respect to the Schedule 13E-3, convene received from the SEC and hold will use its reasonable best efforts to resolve and respond as promptly as practicable to any comments of the SEC regarding the Schedule 13E-3. Each of Parent, Merger Sub and the Company Stockholders Meeting for will be provided with a reasonable opportunity to review and comment on the purpose initial Schedule 13E-3 and any amendment or supplement thereto prior to filing with the SEC. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of approving this Agreement and the transactions contemplated hereby. At Section 6.4, in connection with any disclosure regarding a Change of Recommendation, the Company Stockholders Meeting, shall not be required to provide Parent shall cause all of or Merger Sub with the shares of Company Common Stock then owned opportunity to review or comment on (or include comments proposed by Parent and or Merger Sub and in) such disclosure regarding the Change of Recommendation, or any of their Subsidiaries comments thereon or affiliates in any other filing by the Company with the SEC, with respect to be voted in favor of the Mergersuch disclosure. (c) Notwithstanding If at any time prior to the foregoing clauses (a) and (b)Effective Time, 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, information relating to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, Parent or Merger Sub, or any of their respective Affiliates, directors or officers, should be discovered by the Company, Parent or Merger Sub which should be set forth in accordance with Section 253 an amendment or 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 any material fact necessary to make the statements therein, in light of the DGCLcircumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party and an appropriate amendment to the Schedule 13E-3 describing such information shall be promptly filed with the SEC and an appropriate amendment or supplement describing such information shall be disseminated to the shareholders of the Company to the extent required by applicable Law. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated hereby.

Additional Agreements. 6.1 Preparation of the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. (a) As Upon the terms and subject to the conditions hereof and as soon as practicable following after the acceptance for payment conditions set forth in Article VIII hereof have been fulfilled or waived, each of the Parties, including, without limitation, Parent, U S WEST Merger Sub and payment for shares of Company Common Stock by Global Merger Sub when they become parties hereto, shall execute in the Offer, the Company manner required by Delaware Law and Parent shall prepare Bermuda Law and deliver to and file with the SEC Secretary of State of the Proxy Statement. The Company shall use its best efforts to respond to all SEC comments State of Delaware and with respect to the Proxy Statement Registrar of Companies in Bermuda such instruments and to cause agreements as may be required by Delaware Law and Bermuda Law and the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable date. The Company, Parent and Sub, Parties shall take all reasonable such other and further actions necessary as may be required by law to make the Mergers effective. Prior to the filings referred to in this Section 7.3(b), a closing (the "Closing") will be held at the offices of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ (or advisable such other place as the Parties may agree) for the purpose of confirming all the foregoing. The Closing will take place upon the fulfillment or waiver of all of the conditions to cause closing set forth in Article VIII of this Agreement, or as soon thereafter as practicable (the Merger date of the Closing being herein referred to be approved by shareholders and to effect as the Merger"Closing Date"). (b) The Company willEach of the Parties will comply in all material respects with all applicable laws and with all applicable rules and regulations of any Governmental or Regulatory Authority, as soon as practicable following the Proxy Trigger Datein connection with its execution, duly call, give notice of, convene delivery and hold the Company Stockholders Meeting for the purpose performance of approving this Agreement and the transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all Each of the shares of Company Common Stock then owned by Parent Parties agrees to use all commercially reasonable efforts to obtain in a timely manner all necessary waivers, consents and Sub approvals and any of their Subsidiaries to effect all necessary registrations and filings, and to use all commercially reasonable efforts to take, or affiliates cause to be voted in favor taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement. Without limiting the generality of the Merger. (c) Notwithstanding the foregoing clauses (a) foregoing, each of Global and (b), in the event that Parent or any other Subsidiary of Parent U S WEST 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 promptly prepare and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without file a meeting of stockholders of the Company, Premerger Notification in accordance with Section 253 the HSR Act, shall promptly comply with any requests for additional information, and shall use its commercially reasonable efforts to obtain termination of the DGCLwaiting period thereunder as promptly as practicable. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated hereby.

Additional Agreements. 6.1 Preparation (i) During the Standstill Period, AK and the MRMP Stockholders agree that they will (A) be present for quorum purposes at any annual or special meeting of the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. Company’s stockholders, and (aB) As soon as practicable following the acceptance for payment of and payment for vote or cause to be voted (including in any action by written consent) all shares of the Company Common Stock by Sub in the Offerbeneficially owned, 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 or deemed to be mailed beneficially owned (as determined under Rule 13d-3 promulgated under the Exchange Act), and entitled to vote as of the Company's stockholders at the earliest practicable record date. The Company, Parent and Sub, shall take all reasonable actions necessary or advisable to cause the Merger to be approved by shareholders and to effect the Merger. (b) The Company 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 AK and the transactions contemplated hereby. At the Company MRMP Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Mergerslate of directors recommended by the Board. (cii) Notwithstanding From the foregoing clauses Signing Date and during the Standstill Period, AK and the MRMP Stockholders will grant the Company an irrevocable proxy to vote such shares in accordance with the voting obligations set forth in this Term Sheet. (aiii) During the Standstill Period, the MRMP Stockholders shall have the right to designate up to two (2) persons, inclusive initially of DW and LN, to serve as a director on the Board (together, the “Sherwood Designees,” and each, a “Sherwood Designee”); provided, that, such Sherwood Designee shall, (A) qualify as an “independent director” under the applicable rules of the NYSE and the rules and regulations of the SEC and (b), in B) satisfy the event that Parent or any other Subsidiary of Parent shall acquire at least 90% guidelines and policies of the outstanding shares Company with respect to service on the Board applicable to all non-management directors; provided, further, that only one (1) such Sherwood Designee may be an Affiliate of Company Common Stock in the Offer, the parties hereto agreeMRMP Stockholders. (iv) If, at the request of Sub, any time prior to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the OfferStandstill Period, without a meeting of stockholders any of the CompanySherwood Designees are unable or unwilling to serve as a director, in accordance with Section 253 the MRMP Stockholders, for so long as they maintain at least 50% of their current ownership of Common Stock as of the DGCLSigning Date, shall have the right to propose to the Company a replacement director with relevant financial and business experience, who shall be subject to the reasonable approval of the Board. (dv) Parent If, at any time prior to the expiration of the Standstill Period, AK is unable or unwilling to serve as a director, AK, for so long as him and his affiliates maintain at least 50% of their current ownership of Common Stock as of the date of the Term Sheet, shall have the right to propose to the Company replacement director for himself with relevant financial and business experience, who shall be subject to the reasonable approval of the Board. ▇▇ further agrees that he will not stand for re-election if his current ownership of Common Stock (iexcluding his Affiliates) cause Sub promptly falls below 5.0%. (vi) If, at any time prior to submit this Agreement the expiration of the Standstill Period, JH or KG is unable or unwilling to serve as a director, the remaining Board will identify a mutually acceptable qualified fifth board candidate. Each of AK and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause MRMP Stockholders shall have the shares of capital stock of Sub ability to be voted for adoption and recommend candidates to replace JH or KG, subject to the final approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated herebyBoard.

Additional Agreements. 6.1 Preparation of the Proxy Statement5.1 STOCKHOLDER APPROVAL; Company Stockholders Meeting; Merger without a Company Stockholders MeetingPREPARATION AND FILING OF THE S-4 AND JOINT PROXY STATEMENT/PROSPECTUS. (a) As soon as practicable following the acceptance for payment Each of and payment for shares of Company Common Stock by Sub in the Offer, the Company and Parent shall prepare acting through their respective Boards of Directors, shall, subject to and file in accordance 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 applicable law 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 to be approved by shareholders and to effect the Merger. (b) The Company will, as soon as practicable following the Proxy Trigger Datetheir respective charter documents, 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 shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after following the expiration of date on which the OfferS-4 becomes effective their respective Stockholder Meetings for the purpose of, without a meeting of stockholders in the case of the Company, approving and adopting this Agreement and, in accordance with Section 253 the case of Parent, approving the DGCL. (d) Parent shall Share Issuance. The Company, acting through its Board of Directors, shall, subject to SECTION 8.2, (i) cause Sub promptly to submit recommend approval and adoption of this Agreement and the transactions contemplated hereby for approval by the stockholders of the Company and adoption by its parent by written consent of sole stockholder; include in the Joint Proxy Statement/Prospectus such recommendation (the "COMPANY RECOMMENDATION") and (ii) cause 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 shares 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 capital stock 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 Sub to be voted for proxies from the Company's stockholders in favor of the adoption and approval of this Agreement and the transactions contemplated hereby; 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, shall prepare and file with the SEC the S-4 for the offer and sale of the Parent Common Stock pursuant to the Merger and in which the Joint Proxy Statement/Prospectus will be included as a prospectus. Each of Parent and the Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Joint Proxy Statement/Prospectus and the S-4, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Joint Proxy Statement/Prospectus and the S-4. Each of 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. The Company shall use all commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the 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 (iiiother 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) cause required to be taken all additional actions necessary for Sub to adopt and approve this Agreement under any applicable state securities laws in connection with the issuance of Parent Common Stock in the Merger and the transactions contemplated herebyCompany shall furnish all information concerning the Company and the holders of capital stock of the Company as may be reasonably requested in connection with any such action and the preparation, filing and distribution of the Joint Proxy Statement/Prospectus. No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to, the S-4 will be made by Parent, or with respect to the Joint Proxy Statement/Prospectus will be made by the Company, without providing the other party hereto a reasonable opportunity to review and comment thereon. Parent shall advise the Company, promptly after it receives notice thereof, of the time when the S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the S-4 or comments thereon and responses thereto or requests by the SEC for additional information. The Company shall advise Parent, promptly after it receives notice thereof, of any request by the SEC for the amendment of the Joint 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 any information relating to Parent or the Company, or any of their respective affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to either of the S-4 or the Joint Proxy Statement/Prospectus, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly 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 information shall be promptly filed with the SEC and, to the extent required by 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 party in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the rules of the Nasdaq National Market.

Additional Agreements. 6.1 Preparation of the Proxy Statement5.1 RECOMMENDATION; Company Stockholders MeetingPREPARATION OF PROXY STATEMENT; Merger without a Company Stockholders MeetingTHE COMPANY STOCKHOLDERS MEETING. (a) As The Company shall, through the Company Board, recommend to its stockholders that they accept the Offer and tender all of their shares of Company Common Stock to Merger Sub and vote in favor of adoption of this Agreement; PROVIDED, HOWEVER, that the Company Board may withdraw or modify such recommendation (and its declaration of the advisability of this Agreement) to the extent that the Company Board determines in good faith to do so consistent with the exercise of its fiduciary duties (after consulting with outside legal counsel and, if appropriate, its outside financial advisor, and other than in connection with a Transaction Proposal) or as permitted under Section 5.4. Except as provided in Section 5.4, if required by the DGCL or the Company's Organizational Documents in order to consummate the Merger, the Company shall, as soon as practicable following the acquisition by Merger Sub of the shares of the Company Common Stock pursuant to the Offer, duly call, give notice of, convene and hold a meeting of its stockholders (the "COMPANY STOCKHOLDERS MEETING") for the purpose of obtaining the Required Company Vote. Parent and Merger Sub shall vote or cause to be voted all the shares of Company Common Stock owned of record by Parent, Merger Sub or any of Parent's other Subsidiaries in favor of the approval of the Merger and adoption of this Agreement. After the date hereof and prior to the expiration of the Offer, Parent shall not purchase, offer to purchase, or enter into any contract, agreement or understanding regarding the purchase of shares of Company Common Stock, except pursuant to the terms of the Offer and the Merger. (b) Notwithstanding the preceding paragraph or any other provision of this Agreement, in the event Parent, Merger Sub or any other Subsidiary of Parent shall beneficially own, in the aggregate, at least 90% of the outstanding shares of the Company Common Stock, the Company shall not be required to call the Company Stockholders Meeting or to file or mail the Proxy Statement, and the parties hereto shall, at the request of Parent or the Company and subject to Article VI, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the acceptance for payment of and payment for shares of the Company Common Stock by Merger Sub pursuant to the Offer without a meeting of stockholders of the Company in accordance with Section 253 of the OfferDGCL. (c) If required by applicable law, as soon as practicable following Parent's request, the Company and Parent shall prepare and file with the SEC the Proxy Statement. The Each of the Company and Parent shall use its best reasonable 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 stockholders, as promptly as practicable. The Company shall use its reasonable best efforts to obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Parent, shall respond promptly to any comments of the SEC relating to any preliminary proxy statement regarding the Merger and the other transactions contemplated by this Agreement and to cause the Proxy Statement to be mailed to its stockholders, all at the earliest practicable datetime. The Company, Parent acting through its Board of Directors, shall include in the Proxy Statement the recommendation of its Board of Directors that stockholders of the Company vote in favor of the approval and Sub, adoption of this Agreement and the Merger. The Company shall use its reasonable best efforts to solicit from stockholders of the Company proxies in favor of such approval and adoption and shall take all reasonable other actions necessary or advisable to cause secure the Merger to be approved vote or consent of the Company's stockholders required by shareholders and the DGCL to effect the Merger. (b) The Company will, as soon as practicable following the Proxy Trigger Date, duly call, give notice of, convene and hold . All obligations of the Company Stockholders Meeting for the purpose of approving in this Agreement and the transactions contemplated hereby. At the Company Stockholders Meeting, Parent Section 5.1(c) shall cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates be subject to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with 's rights under Section 253 of the DGCL5.4. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated hereby.

Additional Agreements. 6.1 Preparation of the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. (a) As Upon the terms and subject to the conditions hereof and as soon as practicable following after the acceptance for payment conditions set forth in Article 7 hereof have been fulfilled or waived, each of and payment for shares of Company Common Stock by Sub the Parties shall execute in the Offer, the Company manner required by Delaware Law and Parent shall prepare deliver to and file with the SEC Secretary of State of the Proxy Statement. The Company shall use its best efforts to respond to all SEC comments with respect to State of Delaware such instruments and agreements as may be required by Delaware Law, and 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, Parties shall take all reasonable such other and further actions necessary or advisable as may be required by law, to cause make the Merger effective. Prior to the filings referred to in this Section 6.03(a), a closing (the "Closing") will be approved by shareholders and held at the offices of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ (or such other place as the Parties may agree) for the purpose of confirming all the foregoing. The Closing will take place upon the fulfillment or waiver of all of the conditions to effect closing set forth in Article 7 of this Agreement, or as soon thereafter as practicable (the Mergerdate of the Closing being herein referred to as the "Closing Date"). (b) The Company willEach of the Parties will comply in all material respects with all Legal Requirements in connection with its execution, as soon as practicable following the Proxy Trigger Date, duly call, give notice of, convene delivery and hold the Company Stockholders Meeting for the purpose performance of approving this Agreement and the transactions contemplated hereby. At Each of Qwest and U S WEST shall promptly prepare and file a Premerger Notification in accordance with the Company Stockholders MeetingHSR Act, Parent shall cause all promptly comply with any requests for additional information, and shall use its commercially reasonable efforts to obtain termination of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Mergerwaiting period thereunder as promptly as practicable. (c) Notwithstanding the foregoing clauses (a) Each of U S WEST and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.Qwest shall: (d) Parent shall (i) take or cause Sub promptly to submit this Agreement be taken and to do or cause to be done prior to the Effective Time all things necessary, proper or advisable to ensure compliance with the Telecom Act and all other Legal Requirements or Permits, and to obtain in a timely manner all necessary Permits or waivers from, approvals or consents of, or declarations, registrations or filings with, and all expirations of waiting periods imposed by, any Governmental or Regulatory Authority which are necessary for the consummation of the transactions contemplated hereby, other than such of the foregoing the failure of which to obtain would not prevent or materially delay the consummation of the transactions contemplated hereby for approval or have a Material Adverse Effect on U S WEST or Qwest (the "Required Regulatory Approvals"), including, without limitation: (1) the amendment of this Agreement as may be necessary, proper or advisable in order to ensure compliance with the Telecom Act and adoption by its parent by written consent all other Legal Requirements or Permits; (2) the divestiture, sale or termination of sole stockholderany services, activities or interests in order to comply with restrictions contained in the Telecom Act or in any other Legal Requirements or Permits including, without limitation, those restrictions relating to long distance service, electronic publishing or manufacturing; (3) the divestiture, sale or restructuring of any joint ventures with or ownership interests in Third Parties or the termination of any commercial relationships with Third Parties to comply with restrictions contained in the Telecom Act or in any other Legal Requirements or Permits including, without limitation, those restrictions relating to long distance, electronic publishing or manufacturing; (4) in determining which actions need to be taken pursuant to subsections (2) and (3) above, the Parties shall give priority to obtaining the Required Regulatory Approvals on an expedited basis, and shall refrain from taking or adopting positions that are likely to result in substantial additional regulatory proceedings or otherwise delay the granting of the Required Regulatory Approvals; and (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) take or cause to be taken and to do or cause to be done prior to the Effective Time all additional actions necessary for Sub things necessary, proper or advisable to adopt consummate and approve this Agreement and make effective as promptly as practicable the transactions contemplated herebyby this Agreement. Nothing contained in this Section 6.02(c) shall require U S WEST or Qwest to consent to: (1) any restriction, limitation, or obligation with respect to the businesses of U S WEST or Qwest or any sale or disposition of any assets of U S WEST or Qwest which is reasonably expected to result in, directly or indirectly, a reduction in aggregate proportional revenues of U S WEST and Qwest on a pro forma, combined basis for the last four fiscal quarters prior to the Closing Date (the "Maximum Revenue Reduction Amount") in excess of the amount set forth on the letter of understanding dated July 18, 1999 or (2) the occurrence of any additional capital investment (which has an IRR of less than ten percent (10%) as determined in the sole discretion of U S WEST) as a result of, or in order to, obtain any Required Regulatory Approval (the "Incremental Capital Investment Amount") in excess of the amount set forth in the letter of understanding dated July 18, 1999.

Additional Agreements. 6.1 Section 7.01 Preparation of the Form S-4 and Joint Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. (a) /Prospectus. As soon promptly as is reasonably practicable following the acceptance for payment date of this Agreement, Allied and payment for shares Republic shall, except as otherwise permitted by this Agreement or as may be necessary to avoid violation of Company Common Stock by Sub applicable Law, cooperate in the Offerpreparing, and prepare, (i) a joint proxy statement/prospectus (together with any amendments thereof or supplements thereto, the Company “Joint Proxy Statement/Prospectus”) in order to seek the Allied Stockholder Approval and Parent the Republic Stockholder Approval and (ii) the Form S-4, which Republic shall prepare and file with the SEC SEC, and in which the Joint Proxy Statement/Prospectus will be included as a prospectus. The Company 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 filing and keep the Form S-4 effective for so long as necessary to consummate the Merger and (B) each of Allied and Republic shall use its best respective commercially reasonable efforts to respond to all SEC comments with respect to the Proxy Statement and to cause the Joint Proxy Statement Statement/Prospectus to be mailed to the Company's stockholders at holders of the earliest Allied Common Stock and the holders of Republic Common Stock as promptly as practicable dateafter the Form S-4 is declared effective under the Securities Act. The Company, Parent and Sub, Republic shall also take all reasonable actions necessary or advisable to cause the Merger any action required to be approved by shareholders and to effect taken under any applicable state securities Laws in connection with the Merger. (b) The Company 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 issuance of approving this Agreement and the transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Republic Common Stock in the OfferMerger, and Allied shall furnish all information concerning Allied and the Allied stockholders as may be reasonably requested by Republic in connection with any such action. No filing of, or amendment or supplement to, the parties hereto agreeForm S-4 will be made by Republic, and 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 thereon. If at any time prior to the request Effective Time, any information relating to Allied or Republic, or any of Subtheir respective Affiliates, directors or officers, should be discovered by Allied or Republic which should be set forth in an amendment or supplement to either the Form S-4 or the Joint Proxy Statement/Prospectus, so that either such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to take the extent required by Law, disseminated to the stockholders of each of Allied and Republic. The parties shall notify each other promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Joint Proxy Statement/Prospectus or the Form S-4 or for additional information and shall supply each other with (x) copies of all necessary correspondence and appropriate action 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 cause the Joint Proxy Statement/Prospectus, the Form S-4 or the Merger to become effective, as soon as practicable after the expiration and (y) copies of all orders of the Offer, without a meeting of stockholders of SEC relating to the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated hereby.Form S-4. 40

Additional Agreements. 6.1 5.1 Preparation of the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders MeetingStatement and Schedule 13E-3. (a) As soon The Company shall as promptly as practicable following the acceptance for payment of and payment for shares of Company Common Stock by Sub in the Offer, the Company and Parent shall prepare and file a proxy or information statement relating to the Stockholders' Meeting (together with all amendments, supplements and exhibits thereto, the "Proxy Statement") with the SEC the Proxy Statement. The Company shall and will use its best efforts to respond to all the comments of the 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 datepractical time. The Company, Parent Company shall use its best efforts to obtain from the Financial Advisor an opinion (that shall not at the time of mailing of the Proxy Statement to the stockholders of the Company be subject to adverse comment by the SEC) as to the fairness of the transactions contemplated hereby and Sub, shall take all reasonable actions necessary or advisable to cause the Merger same to be approved reproduced and furnished to its stockholders in connection with the Proxy Statement. The Company will notify Levy Acquisition Co. promptly of the receipt of any comments from the SEC or its staff and of any request by shareholders the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Levy Acquisition Co. with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to effect the Proxy Statement or the Merger. If at any time prior to the Stockholders' Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company will promptly prepare and mail to its stockholders such an amendment or supplement. The Company will not mail any Proxy Statement, or any amendment or supplement thereto, to which Levy Acquisition Co. reasonably objects. The Company hereby consents to the inclusion in the Proxy Statement of the recommendation of the Board described in Section 5.2, subject to any modification, amendment or withdrawal thereof, and 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 willand Levy Acquisition Co. shall together prepare and file a Transaction Statement on Schedule 13E-3 (together with all amendments and exhibits thereto, as soon as practicable following the Proxy Trigger Date"Schedule 13E-3") under the Exchange Act. Levy Acquisition Co. shall furnish all information concerning it, duly call, give notice of, convene and hold the Company Stockholders Meeting for the purpose of approving this Agreement its affiliates and the transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all holders of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates its capital stock required to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), included in the event that Parent or any other Subsidiary of Parent Schedule 13E-3 and, after consultation with each other, shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub respond promptly to submit this Agreement and any comments made by the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause SEC with respect to the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated herebySchedule 13E-3.

Additional Agreements. 6.1 Preparation of 5.1 Approval by the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders MeetingCompany's Stockholders. (a) As soon as practicable following If required by the acceptance for payment of and payment for shares of Company Common Stock by Sub DGCL or the Company's Organizational Documents in order to consummate the OfferMerger, 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 to be approved by shareholders and to effect the Merger. (b) The Company willshall, as soon as practicable following the Proxy Trigger Dateacquisition by the Purchaser of the shares of the Company Common Stock pursuant to the Offer, duly call, give notice of, convene and hold a meeting of its stockholders (the "Company Stockholders Meeting Meeting") for the purpose of approving this Agreement and the transactions contemplated hereby. At obtaining the Company Stockholders MeetingStockholder Approval, Parent shall cause all and, the Company shall, through the Board of Directors of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates Company, recommend to be voted its stockholders that they vote in favor of the Mergeradoption of this Agreement; provided, however, that the Board of Directors of the Company may withdraw, modify or change such recommendation to the extent that the Board of Directors of the Company determines to do so in exercise of its fiduciary duties or as permitted under Section 5.4. (cb) Notwithstanding the foregoing clauses (a) and (b)preceding paragraph or any other provision of this Agreement, in the event that Parent Parent, the Purchaser or any other Subsidiary of Parent shall acquire beneficially own, in the aggregate, at least 90% of the outstanding shares of the Company Common Stock in Stock, the OfferCompany shall not be required to call the Company Stockholders Meeting or to file or mail the Proxy Statement, and the parties hereto agreeshall, at the request of SubParent and subject to Article VI, to take all necessary and appropriate action to cause the Merger to become effective, effective as soon as practicable after the expiration acceptance for payment of and payment for shares of the Offer, Company Common Stock by the Purchaser pursuant to the Offer without a meeting of stockholders of the Company, Company in accordance with Section 253 of the DGCL. (dc) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) agrees that it will vote, or cause to be taken voted, all additional actions necessary for Sub of the Company Common Stock then owned by it, the Purchaser or any of its other Subsidiaries, including all shares purchased pursuant to adopt the Offer, in favor of the approval of the Merger and approve of this Agreement and the transactions contemplated herebyAgreement.

Additional Agreements. Section 6.1 Preparation of the Proxy StatementPREPARATION OF FORM S-4 AND PROXY STATEMENT; Company Stockholders Meeting; Merger without a Company Stockholders MeetingPREVIEW STOCKHOLDERS MEETING. (a) As soon as practicable following the acceptance for payment of The parties shall cooperate and payment for shares of Company Common Stock by Sub in the Offerpromptly prepare, the Company and Parent Sabre shall prepare and file with the SEC the Proxy Statement. The Company shall use its best efforts to respond to all SEC comments as soon as practicable, a Registration Statement on Form S-4 with respect to the Proxy issuance of ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Common Stock in the Merger (the "FORM S-4"), a portion of which Registration Statement shall also serve as the proxy statement/prospectus with respect to the meeting of Preview's stockholders in connection with the Merger (the "PROXY STATEMENT/PROSPECTUS"). Sabre shall use its reasonable best efforts to, and Preview will cooperate with Sabre to, have the Form S-4 declared effective by the SEC as promptly as practicable and to cause keep the Proxy Statement Form S-4 effective as long as is necessary to be mailed consummate the Merger. Sabre shall use its reasonable best efforts to obtain, prior to the Company's stockholders at effective date of the earliest practicable date. The CompanyForm S-4, Parent and Sub, shall take all reasonable actions necessary permits or advisable approvals required under Blue Sky Laws to cause the Merger to be approved by shareholders and to effect carry out the Merger. (b) The Company willPreview shall, as soon promptly as practicable following the Proxy Trigger Dateexecution of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the Company Stockholders Meeting "PREVIEW STOCKHOLDERS MEETING") for the purpose of approving this Agreement and obtaining the Required Preview Vote with respect to the transactions contemplated herebyby this Agreement. At In connection with the Company Preview Stockholders Meeting, Parent shall cause Preview will mail to its stockholders as promptly as practicable, the Proxy Statement/Prospectus and all other proxy materials for the Preview Stockholders Meeting, (i) will use its reasonable best efforts, subject to paragraph (c) of this Section 6.1, to obtain the shares of Company Common Stock then owned by Parent Required Preview Vote and Sub and any of their Subsidiaries or affiliates (ii) will otherwise comply with all legal requirements applicable to be voted in favor of the MergerPreview Stockholders Meeting. (c) Notwithstanding Except as provided in the foregoing clauses next sentence, the Board of Directors of Preview shall recommend approval and adoption of this Agreement and the Merger by Preview's stockholders. The Board of Directors of Preview shall be permitted (i) not to recommend to Preview's stockholders that they give the Required Preview Vote or (ii) to withdraw or modify in a manner adverse to Sabre its recommendation to Preview's stockholders that they give the Required Preview Vote, only (w) if after receiving an Acquisition Proposal that constitutes a Superior Proposal, the Board of Directors of Preview determines in its good faith judgment, after receiving the advice of outside legal counsel, that, in light of this Superior Proposal, the Board of Directors would be in violation of its fiduciary duties under applicable law if it failed not to take such action, (x) if three Business Days have elapsed following delivery by Preview to Sabre of written notice advising Sabre that the Board of Directors of Preview intends to resolve to take such action absent modification to the terms and conditions of this Agreement, (y) if, assuming this Agreement were amended to reflect all adjustments to the terms and conditions hereof proposed by Sabre during such three Business Day period, such Acquisition Proposal would nonetheless constitute a Superior Proposal (it being understood that Sabre shall be permitted to propose adjustments to the terms and conditions hereof, notwithstanding anything contained in the Confidentiality Agreement); and (z) if Preview has complied, in all material respects, with its obligations set forth in Section 6.4; provided, however, that nothing in this paragraph (c) shall be interpreted to excuse Preview from complying with its obligations under paragraphs (a) and (b), in the event that Parent or any other Subsidiary ) of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with this Section 253 of the DGCL6.1. (d) Parent Sabre shall, and shall (i) cause Sub promptly to submit its respective Subsidiaries to, approve and adopt this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated herebyMerger.

Additional Agreements. 6.1 SECTION 5.01. Preparation of the Form S-4 and the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders ----------------------------------- ---------------- Shareholders Meeting. (a) As soon as practicable following the acceptance for payment date of and payment for shares of Company Common Stock by Sub in the Offerthis --------------------- Agreement, the Company and Parent shall prepare and the Company shall file with the SEC the Proxy Statement and Parent shall prepare and file with the SEC the Form S-4, in which the Proxy StatementStatement will be included as a prospectus. Each of the Company and Parent shall use its reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company shall will use its best reasonable 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 shareholders as promptly as practicable after the earliest practicable dateForm S-4 is declared effective under the Securities Act. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Parent Common Stock in the Merger and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action and the preparation, filing and distribution of the Proxy Statement. No filing of, or amendment or supplement to, the Form S-4 will be made by Parent, or the Proxy Statement will be made by the Company, without providing the other party the opportunity to review and comment thereon. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. The Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the shareholders of the Company, Parent and Sub, shall take all reasonable actions necessary or advisable to cause the Merger to be approved by shareholders and to effect the Merger. (b) The Company will, as soon as practicable reasonably practicable, establish a record date following the Proxy Trigger Datedate of this Agreement for, duly call, give notice of, convene and hold a meeting of its shareholders (the Company Stockholders Meeting "Shareholders Meeting") for the purpose of approving obtaining the Shareholder Approval. The Company will, through its Board of Directors, recommend to its shareholders adoption of this Agreement and Agreement. Without limiting the transactions contemplated hereby. At generality of the foregoing, the Company Stockholders Meeting, Parent shall cause all of agrees that its obligations pursuant to the shares of Company Common Stock then owned by Parent first and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval second sentences of this Agreement and Section 5.01(b) shall not be affected by the transactions contemplated hereby; and (iii) cause commencement, public proposal, public disclosure or communication to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated herebyCompany of any Takeover Proposal.

Additional Agreements. 6.1 Preparation of the Proxy StatementSection 5.1 PREPARATION OF THE FORM S-4 AND THE JOINT PROXY STATEMENT; Company Stockholders Meeting; Merger without a Company Stockholders MeetingSTOCKHOLDERS MEETINGS. (a) As soon as practicable following the acceptance for payment date of and payment for shares of Company Common Stock by Sub in the Offerthis Agreement, the Company and Parent Acquiror shall prepare and file with the SEC the Joint Proxy StatementStatement and Acquiror shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of the Company and Acquiror shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company shall will use its all reasonable best efforts to respond to all SEC comments with respect to the Proxy Statement and to cause the Joint Proxy Statement to be mailed to the Company's stockholders at the earliest practicable date. The Companystockholders, Parent and Sub, shall take Acquiror will use all reasonable actions necessary or advisable best efforts to cause the Merger Joint Proxy Statement to be approved mailed to Acquiror's stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Acquiror shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Acquiror Common Stock in the Merger and the Company shall furnish all information concerning the Company and the holders of the Company Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 will be made by shareholders Acquiror or to the Joint Proxy Statement will be made by Acquiror or the Company without providing the other party the opportunity to review and comment thereon. Acquiror will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to effect the MergerEffective Time any information relating to the Company or Acquiror, or any of their respective affiliates, officers or directors, should be discovered by the Company or Acquiror which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Company and Acquiror. (b) The Company willshall, as soon as practicable following the Proxy Trigger Datedate of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the "Company Stockholders Meeting Meeting") for the purpose of approving obtaining the Company Stockholder Approval and shall, through its Board of Directors, recommend to its stockholders the approval and adoption of this Agreement Agreement, the Merger and the other transactions contemplated hereby. At Without limiting the generality of the foregoing but subject to its rights pursuant to Section 4.2 and Section 7.1(f), the Company Stockholders Meetingagrees that its obligations pursuant to the first sentence of this Section 5.1(b) shall not be affected by the commencement, Parent shall cause all public proposal, public disclosure or communication to the Company of the shares of any Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the MergerTakeover Proposal. (c) Notwithstanding Acquiror shall, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the "Acquiror Stockholders Meeting") for the purposes of obtaining the Acquiror Stockholder Approval and the change of Acquiror's name to "▇▇▇▇▇▇ Rubbermaid Inc." and shall, through its Board of Directors, recommend to its stockholders the approval of the issuance of Acquiror Common Stock to be issued pursuant to this Agreement. Without limiting the generality of the foregoing clauses (a) but subject to its rights pursuant to Section 4.3 and (bSection 7.1(d), in Acquiror agrees that its obligations pursuant to the event that Parent first sentence of this Section 5.1(c) shall not be affected by the commencement, public proposal, public disclosure or communication to Acquiror of any other Subsidiary of Parent shall acquire at least 90% of Acquiror Takeover Proposal. (d) Acquiror and the outstanding shares of Company Common Stock in will use all reasonable efforts to hold the Offer, Company Stockholders Meeting and the parties hereto agree, at Acquiror Stockholders 45 Meeting on the request of Sub, to take all necessary same date and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLdate hereof. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated hereby.

Additional Agreements. 6.1 Section 5.1 Preparation of the Form S-4 and the Joint Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders MeetingMeetings. (a) As soon as practicable following the acceptance for payment date of this Agreement, ILG and payment for shares of Company Common Stock by Sub in the OfferMVW shall prepare, the Company and Parent MVW shall prepare and file with the SEC SEC, the Form S-4, in which the Joint Proxy StatementStatement shall be included as a prospectus. The Company Each of ILG and MVW shall use its reasonable best efforts to respond to all have the Form S-4, including the Joint Proxy Statement, declared effective by the SEC under the Securities Act as promptly as practicable after such filing. ILG and MVW shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Form S-4 or the Joint Proxy Statement received from the SEC. MVW shall provide ILG with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 prior to filing such with the SEC, and with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement or the Form S-4 shall be made without the approval of both ILG and MVW, which approval shall not be unreasonably withheld, conditioned or delayed; provided that with respect to documents filed by a party that are incorporated by reference in the Form S-4 or Joint 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 combined entity; and provided, further that this approval right shall not apply with respect to information relating to an ILG Adverse Recommendation Change or a MVW Adverse Recommendation Change, if applicable. ILG shall use reasonable best efforts to cause the Joint Proxy Statement to be mailed to the Company's stockholders at the earliest practicable date. The CompanyILG’s stockholders, Parent and Sub, MVW shall take all use reasonable actions necessary or advisable best efforts to cause the Merger Joint Proxy Statement to be approved mailed to MVW’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. MVW shall advise ILG promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, or any request by shareholders the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to effect the MergerInitial Holdco Merger Effective Time any information relating to ILG, MVW or any of their respective affiliates, officers or directors, should be discovered by ILG or MVW that should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Applicable Law, disseminated to the stockholders of ILG and MVW. (b) The Company willILG shall, as soon promptly as practicable following after the Proxy Trigger DateForm S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold a meeting of its stockholders (the Company “ILG Stockholders Meeting Meeting”) in accordance with the DGCL solely for the purpose of approving obtaining the ILG Stockholder Approval and, if applicable, any approvals related thereto including the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith, and shall, subject to the provisions of Section 4.2(b), through its Board of Directors, recommend to its stockholders the approval of the ILG Merger and the Initial Holdco Merger. ILG may only postpone or adjourn the ILG Stockholders Meeting (i) to solicit additional proxies for the purpose of obtaining the ILG 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 ILG 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 ILG prior to the ILG Stockholders Meeting. In the event that subsequent to the date of this Agreement, the Board of Directors of ILG makes an ILG Adverse Recommendation Change, ILG nevertheless shall submit this Agreement and to the transactions contemplated hereby. At holders of shares of ILG Common Stock for the Company purpose of obtaining the ILG Stockholder Approval unless this Agreement shall have been terminated in accordance with its terms prior to the ILG Stockholders Meeting, Parent . ILG shall cause all of permit MVW and its Representatives to attend the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the MergerILG Stockholders Meeting. (c) Notwithstanding MVW shall, as promptly as practicable after the foregoing clauses Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (athe “MVW Stockholders Meeting”) in accordance with the DGCL solely for the purpose of obtaining the MVW Stockholder Approval and, if applicable, any approvals related thereto including the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith, and (bshall, subject to the provisions of Section 4.3(b), in through its Board of Directors, recommend to its stockholders the event that Parent or any other Subsidiary of Parent shall acquire at least 90% approval of the outstanding issuance of shares of Company MVW Common Stock in the OfferInitial Holdco Merger. MVW may only postpone or adjourn the MVW Stockholders Meeting (i) to solicit additional proxies for the purpose of obtaining the MVW 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 MVW 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 MVW prior to the MVW Stockholders Meeting. In the event that subsequent to the date of this Agreement, the parties hereto agreeBoard of Directors of MVW makes a MVW Adverse Recommendation Change, at MVW nevertheless shall submit this Agreement to the request holders of Sub, to take all necessary and appropriate action to cause shares of MVW Common Stock for the Merger to become effective, as soon as practicable after purpose of obtaining the expiration of the Offer, without a meeting of stockholders of the Company, MVW Stockholder Approval unless this Agreement shall have been terminated in accordance with Section 253 of its terms prior to the DGCLMVW Stockholders Meeting. MVW shall permit ILG and its Representatives to attend the MVW Stockholders Meeting. (d) Parent ILG and MVW shall (i) cause Sub promptly use reasonable best efforts to submit this Agreement hold the ILG Stockholders Meeting and the transactions contemplated hereby for approval MVW Stockholders Meeting on the same date and adoption by its parent by written consent of sole stockholder; (ii) cause as soon as reasonably practicable after the shares of capital stock of Sub to be voted for adoption and approval date of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated herebyAgreement.

Additional Agreements. SECTION 6.1 Preparation of the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. (a) As soon as practicable following the acceptance for payment of and payment for shares of Company Common Stock by Merger Sub in the Offer, the Company and Parent shall prepare and file with the SEC a proxy statement (if required by applicable law) in definitive form relating to a meeting of the holders of Company Common Stock to approve the Merger (such proxy statement as amended or supplemented from time to time being hereinafter referred to as the "Proxy Statement"). The Company shall use its best reasonable 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 to be approved by shareholders and to effect the Merger. (b) The Company will, as soon as practicable following the Proxy Trigger Dateacceptance for payment of and payment for shares of Company Common Stock by Merger Sub in the Offer, duly call, give notice of, convene and hold a meeting of the stockholders of the Company (the "Company Stockholders Meeting Meeting") for the purpose of approving this Agreement and the transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Merger Sub and any of their Subsidiaries subsidiaries or affiliates to be voted in favor of the Merger. Parent and Merger Sub will, and will direct the directors of the Company designated by Parent and Merger Sub to, take all actions and do all things necessary or advisable to cause the Merger to occur as promptly as practicable pursuant to the terms of this Agreement. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Merger Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 3-106 of the DGCLMGCL. (d) Parent shall (i) cause Merger Sub promptly to submit this Agreement and the Transaction Option Agreement and the transactions contemplated hereby and thereby for approval and adoption by its parent Parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Merger Sub to be voted for adoption and approval of this Agreement and the Transaction Option Agreement and the Merger and the other transactions contemplated herebyhereby and thereby; and (iii) cause to be taken all additional actions necessary for Merger Sub to adopt and approve this Agreement and the Transaction Option Agreement and the transactions contemplated herebyhereby and thereby.

Additional Agreements. 6.1 Preparation of the Proxy StatementSECTION 5.01. PREPARATION OF THE PROXY STATEMENT; Company Stockholders Meeting; Merger without a Company Stockholders MeetingTARGET STOCKHOLDERS MEETING. (a) As soon Target and Parent shall, as promptly as practicable following the acceptance for payment expiration of and payment for shares of Company Common Stock by Sub in the Offer, the Company and Parent shall prepare and file with the SEC the Proxy Statement. The Company Statement and Target shall use its best all reasonable efforts to respond as promptly as practicable to all any comments of the SEC comments with respect to the Proxy Statement thereto and to cause the Proxy Statement to be mailed to the CompanyTarget's stockholders at as promptly as practicable following the earliest practicable dateexpiration of the Offer. The CompanyTarget shall promptly notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between Target and its representatives, on the one hand, and the SEC and its staff, on the other hand. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, Target (i) shall provide Parent an opportunity to review and comment on such document or response, (ii) shall include in such document or response all comments reasonably proposed by Parent and Sub(iii) shall not file or mail such document or respond to the SEC prior to receiving Parent's approval, which approval shall take all reasonable actions necessary not be unreasonably withheld or advisable to cause the Merger to be approved by shareholders and to effect the Mergerdelayed. (b) The Company willTarget shall, as soon as practicable, establish a record date (which will be as soon as practicable following the Proxy Trigger Dateexpiration of the Offer) for, duly call, give notice of, convene and hold a meeting of its stockholders (the Company "Target Stockholders Meeting Meeting") solely for the purpose of approving obtaining the Target Stockholder Approval. Subject to Section 4.02(b)(i), Target shall, through its Board of Directors, recommend to its stockholders the approval and adoption of this Agreement Agreement, the Merger and the other transactions contemplated hereby. At Without limiting the Company Stockholders Meetinggenerality of the foregoing, Target agrees that its obligations pursuant to the first sentence of this Section 5.01(b) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to Target of any Takeover Proposal or (ii) the withdrawal or modification by the Board of Directors of Target or any committee thereof of such Board of Directors' or such committee's approval or recommendation of the Offer, the Merger or this Agreement. (c) Parent shall cause all of the shares of Company Target Common Stock then purchased pursuant to the Offer and all other shares of Target Common Stock owned by Parent and Sub and or any subsidiary of their Subsidiaries or affiliates Parent to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated herebyAgreement.

Additional Agreements. 6.1 Preparation 5.1 Conduct Of Business Pending the Closing. Prior to the Closing, and except as provided in Section 5.16 of the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting.this Agreement, Seller covenants as follows, unless Buyer shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed) and except as otherwise contemplated by this Agreement: (a) As soon as practicable following Seller and its Affiliates shall market and sell the acceptance for payment of and payment for shares of Company Common Stock by Sub Products in the Offer, Territory only in 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 to be approved by shareholders and to effect the Merger.ordinary course of business; (b) The Company willExcept as may be required by any Legal Requirement, Seller and its Affiliates shall not, and Seller shall cause its Affiliates not to, do any of the following: (1) except for actions in the ordinary course of business and any transfer of Acquired Assets among Seller and/or its Affiliates as soon as practicable following may be necessary to prepare for the Proxy Trigger DateClosing, duly callpledge, give notice dispose of, convene and hold or take any action that results in the Company Stockholders Meeting Encumbrance of any of the Acquired Assets other than a Permitted Encumbrance; (2) authorize, recommend or propose to enter into any material contract, agreement, commitment or arrangement related to the Acquired Assets which, had it been in existence on the date hereof, would have been listed as an Assumed Contract other than an agreement to outsource the manufacturing of the Products; and (3) Modify or change in any material respect any Assumed Contract except as follows: (i) with respect to agreements with distributors, except as necessary to remove any items such as Aqua Glycolic® products, from the agreement that are not Products as that term is defined in this Agreement; (ii) except as necessary in the ordinary course of business; and (iii) except as part of a transfer of the Acquired Assets among Seller and/or its Affiliates as may be necessary to prepare for the purpose of approving this Agreement and the transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the MergerClosing. (c) Notwithstanding Seller shall use commercially reasonable efforts to preserve intact the foregoing clauses (a) Acquired Assets and (b)preserve its relationships with customers, suppliers and other Persons having business dealings with the Seller with respect to the Products in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLTerritory. (d) Parent Seller shall use best efforts to provide to Buyer reports regarding the Products in the Field of Use in the Territory as follows: (i) cause Sub promptly to submit this Agreement detailed reports on sales of Products, on a weekly basis for sales in the United States and on a monthly basis outside of the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; United States; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and reports on accounts receivable, on a weekly basis; (iii) cause periodic reports on back orders; and (iv) periodic reports with respect to be taken all additional actions necessary for Sub the progress of Seller’s outsourcing of the manufacturing of the Products. (e) Seller shall not make any representations to adopt and approve this Agreement and the transactions contemplated hereby▇▇▇▇▇▇ ▇▇▇▇▇ regarding Buyer’s employment of him, nor shall Seller interfere with Buyer’s employment of him.

Additional Agreements. 6.1 Preparation of the Proxy Statement8.1 REGISTRATION STATEMENT; Company Stockholders MeetingPROXY STATEMENT; Merger without a Company Stockholders Meeting.STOCKHOLDER APPROVAL (a) As soon as reasonably practicable following after execution of this Agreement, Parent shall prepare and file the acceptance for payment Registration Statement with the SEC, and shall use its reasonable efforts to cause the Registration Statement to become effective under the Securities Act and take any action required to be taken under the applicable state Blue Sky or securities Laws in connection with the issuance of and payment for the shares of Company Parent Common Stock by Sub upon consummation of the Merger. Company shall cooperate in the Offerpreparation and filing of the Registration Statement and shall furnish all information concerning it and the holders of its capital stock as Parent may reasonably request in connection with such action. (b) Company shall call a Stockholders' Meeting, to be held as soon as reasonably practicable after the Registration Statement is declared effective by the SEC, for the purpose of voting upon adoption of this Agreement and such other related matters as it deems appropriate. In connection with the Stockholders' Meeting, Company and Parent shall prepare and file with the SEC a Proxy Statement and mail such Proxy Statement to its stockholders and the Parties shall furnish to each other all information concerning them that they may reasonably request in connection with such Proxy Statement. The Parent and Company shall use its best efforts to respond to make all SEC comments necessary filings with respect to the Proxy Statement and to cause Merger under 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 to be approved by shareholders and to effect the MergerSecurities Laws. (bc) The In connection with the Stockholders' Meeting, the Board of Directors of Company willshall recommend to its stockholders the approval of the matters submitted for approval; except as expressly permitted by this Section 8.1, neither the Board of Directors of Company (nor any committee thereof) shall (i) withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Parent, the approval or recommendation of such Board of Directors or such committee of this Agreement, (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal, or (iii) cause Company to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement (each, a "COMPANY ACQUISITION AGREEMENT") related to any Acquisition Proposal. Notwithstanding the foregoing, provided that neither Company nor any of its Representatives shall have violated any of the restrictions set forth in Section 8.8, in the event that prior to Stockholders' Meeting (i) Company has received a Superior Proposal, (ii) the Board of Directors of Company determines in good faith, after consultation with its outside counsel, that, in light of such Superior Offer, the withholding, withdrawal, amendment or modification of such recommendation is required in order for the Board of Directors of Company to comply with its obligations to Company stockholders under applicable law, the Board of Directors of Company may (subject to this and the following sentences) inform Company stockholders that it no longer believes that the Merger is advisable and no longer recommends approval (a "SUBSEQUENT DETERMINATION"); provided, that Company may make a Subsequent Determination only at a time that is after the fifth business day following Parent's receipt of written notice advising Parent that the Board of Directors of 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. After providing such notice, Company shall provide a reasonable opportunity to Parent to make such adjustments in the terms and conditions of this Agreement as soon as practicable following would enable Company to proceed with its recommendation to its stockholders without a Subsequent Determination; provided, that any such adjustment shall be at the Proxy Trigger Datediscretion of the Parties at the time. (d) Subject to the provisions of this Section 8.1, duly the Board of Directors and officers of Company shall use their reasonable efforts to obtain such stockholders' approval. Company's obligation to call, give notice of, convene and hold the Stockholders' Meeting in accordance with this Section 8.1 shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Company Stockholders Meeting for of any Acquisition Proposal or the purpose making of approving this Agreement and the transactions contemplated hereby. At the Company Stockholders Meetingany Subsequent Determination; provided, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b)that, in the event that Parent case of a Subsequent Determination, Company may delay or any other Subsidiary of Parent shall acquire at least 90% of adjourn the outstanding shares Stockholders' Meeting by not more than 15 business days in order to give holders of Company Common Capital Stock in the Offer, the parties hereto agree, at the request of Sub, a reasonable opportunity to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLconsider such Subsequent Determination. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated hereby.

Additional Agreements. 6.1 Preparation of the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. (a) As Subject to the terms and conditions herein provided, each of the parties hereto agrees diligently to use all commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement as soon as practicable following reasonably practical, including using all commercially reasonable efforts to (i) obtain all necessary waivers, consents and approvals, (ii) effect all necessary registrations and filings, (iii) lift any injunction to the acceptance for payment of and payment for shares of Company Common Stock by Sub Merger (and, in the Offersuch case, the Company and Parent shall prepare and file to proceed with the SEC Merger as expeditiously as possible), (iv) work diligently in cooperation with the Proxy Statement. The Company shall use its best efforts to respond to all SEC comments other party in connection with respect to the Proxy Statement and to cause the Proxy Statement to be mailed consummation of any repurchase offer or consent solicitation required pursuant to the Company's stockholders at Indenture or the earliest practicable date. The Subordinated Note as a consequence of the Contribution and the Rights Offering, the Merger, the Company's disposition of Deepflex or the Company's election made pursuant to the Restructuring Agreement and the obtaining of the consent of the holders of the notes issued pursuant to the Company Indenture and the Subordinated Note to the amendments described in Appendix A, provided that Parent shall control any solicitation of consents contemplated by this clause (iv) and shall be responsible for all costs and expenses incurred by any party hereto in connection with such solicitation of consents, (v) to the extent deemed desirable by the Company, Parent obtain waivers from holders of applicable Options and SubWarrants with respect to any antidilution adjustment, shall take all reasonable actions necessary or advisable to cause if any, in connection with the Merger to be approved by shareholders Contribution and to effect the MergerRights Offering in exchange for a proportionate share of the Offshore stock, and (vi) otherwise promptly satisfy the conditions set forth in Article VI. (b) The Company willIn case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, as soon as practicable following the Proxy Trigger Date, duly call, give notice of, convene proper officers and/or directors of Parent 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 take all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Mergersuch necessary action. (c) Notwithstanding Following the foregoing clauses (a) and (b)Effective Time, in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% use all reasonable efforts to conduct the business and otherwise act in a manner which would not jeopardize the characterization of the outstanding shares Merger as a reorganization within the meaning of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration Section 368(a) of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLCode. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated hereby.

Additional Agreements. 6.1 Preparation of the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. (a) As soon In support of the patenting and utilization of Invention Disclosures by Buyer or the Transferred Subsidiaries, Sellers agree, upon the written request of Buyer, to make corresponding assignments to Buyer or such Subsidiaries as practicable following may be appropriate, of its rights and remedies against the acceptance for payment inventors thereof, or any of them, so far as relating to such unpatented inventions and payment for shares arising by operation of Company Common Stock by Sub law, estoppel, implication or express contract, including, without limitation, those rights as expressed in the Offer, the Company contracts between Sellers and Parent shall prepare present 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 past employees 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 to be approved by shareholders and to effect the Mergerconsultants. (b) The Company will, as soon as practicable following Sellers represent that all rights in Patents and in Invention Disclosures owned or held by Buyer or the Proxy Trigger Transferred Subsidiaries after the Closing Date will be subject to the rights and licenses granted to others in License Agreements in or to such Patents and Invention Disclosures existing prior to the Closing 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 shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Merger. (c) Notwithstanding If the foregoing clauses assignment of any invention or Patent, or the grant of any non-assertion hereunder, would impose or result in any obligation of Sellers to make any payments under Applicable Law or by reason of agreement existing prior to the Closing Date, excepting only as such payment may be required to be made to a Subsidiary of Sellers, but including any such payments as may be due upon licensing (abut not for Sellers' own use) to inventors under the laws of any country, then and (b)in such event the assignment or non-assertion shall be effective as of the Closing Date, but shall be subsequently rescindable by Sellers unless and until Buyer undertakes by binding instrument in writing to make such payment in the event that Parent or any other Subsidiary place and stead of Parent Sellers. Sellers shall acquire notify Buyer in writing at least 90% sixty (60) days in advance of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, any such obligation(s) to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLmake payments which are within its reasonable knowledge. (d) Parent shall (i) cause Sub promptly to submit Except for the express representations and warranties in this Agreement and or the transactions contemplated Master Agreement, no warranty or representation is hereby for approval and adoption given or implied with respect to the validity of any Patent. (e) Except as otherwise expressly provided herein, no obligation is hereby assumed by its parent by written consent of sole stockholder; (ii) cause Buyer or Sellers or their Subsidiaries to maintain, prosecute, enforce or litigate, file, assert, or defend any Patent or Patent to issue on an Invention Disclosure within the shares of capital stock of Sub to be voted for adoption and approval scope of this Agreement and the transactions contemplated hereby; and Agreement. (iiif) cause to be taken all additional actions necessary for Sub to adopt and approve The rights transferred or granted to, or retained by, any party under this Agreement may be transferred or granted to others by such party together with the business to which such rights pertain, or pro tanto with a sale of a part of that business; provided that such transfer or grant shall not diminish or otherwise adversely affect the rights held or retained by the party hereto not involved in such transfer. (g) In the event that Buyer shall contemplate or commence any judicial or administrative proceedings under any Patents Type 1 or Patents to issue on Invention Disclosures, Sellers shall cooperate with Buyer in respect of such proceeding or contemplated proceeding. Sellers' cooperation shall include: providing relevant information and the transactions contemplated herebydocuments that are in Sellers' possession, and making personnel available on reasonable request for interview by counsel, and for deposition and trial testimony if reasonably deemed necessary or desirable. Buyer shall reimburse Sellers for all of Sellers' expenses.

Additional Agreements. 6.1 Preparation of the Proxy Statement5.1. PREPARATION OF SCHEDULE 13E-3 AND PROXY STATEMENT; Company Stockholders Meeting; Merger without a Company Stockholders MeetingTHE COMPANY STOCKHOLDERS MEETING. (a) As soon Acquiror will, as practicable following the acceptance for payment of and payment for shares of Company Common Stock by Sub in the Offerpromptly as practicable, the Company and Parent shall prepare and file with the SEC the Proxy Statement. The Company shall use SEC, and will cause its best efforts Affiliates to respond to all SEC comments with respect cooperate, to the Proxy extent necessary, in such preparation and filing, a Rule 13e-3 Transaction Statement on Schedule 13E-3 (the "Schedule 13E-3"). Acquiror will use all reasonable efforts, and will cause its Affiliates to cooperate, to the extent necessary, to cause the Proxy Statement Schedule 13E-3 to be mailed to stockholders of the Company's stockholders Company at the earliest practicable date. The Company, Parent and Sub, shall take all reasonable actions necessary or advisable to cause the Merger to be approved by shareholders and to effect the Merger. (b) The Company will, as promptly as practicable, prepare and file with the SEC a proxy statement in connection with the vote of the Company's stockholders with respect to the Merger and this Agreement (such proxy statement, together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company's stockholders, are herein called the "Proxy Statement"). The Company will use all reasonable efforts to cause the Proxy Statement to be mailed to stockholders of the Company at the earliest practicable date. (c) The Company shall (i) as soon as practicable following the Proxy Trigger Datedate of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the "Company Stockholders Meeting Meeting") for the purpose of approving obtaining the Required Company Votes, and (ii) through its Board of Directors and the Special Committee, recommend to its stockholders that they approve the transactions contemplated by this Agreement and shall not withdraw, modify or change such recommendation, or recommend any other offer or proposal, at any time prior to the transactions contemplated hereby. At conclusion of the Company Stockholders Meeting, Parent shall cause all . Notwithstanding clause (ii) of the shares immediately preceding sentence of Company Common Stock then owned by Parent and Sub and any this subsection 5.1(c), the Special Committee or the Board of their Subsidiaries or affiliates to be voted in favor Directors of the Company (with the concurrence of the Special Committee) may at any time prior to the Effective Time withdraw, modify or change any recommendation regarding this Agreement or the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or recommend any other Subsidiary offer or proposal, if the Special Committee or the Board of Parent shall acquire at least 90% Directors of the outstanding shares of Company Common Stock in (with the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration concurrence of the OfferSpecial Committee) after consultation with its counsel, without a meeting of stockholders of the Company, determines that taking any such action is required in accordance with Section 253 its legal duties to the Company's stockholders under applicable law; provided, such withdrawal, modification, change or recommendation shall not affect or excuse the performance, or cure any breach, of, any obligation of the DGCL. Company hereunder (dother than that set forth in clause (ii) Parent shall of the immediately preceding sentence of this subsection 5.1(c)), including, but not limited to, the requirements in clause (i) cause Sub promptly to submit of the immediately preceding sentence of this Agreement subsection 5.1(c) and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated herebyrequirements in Section 5.5.

Additional Agreements. 6.1 SECTION 5.01 Preparation of Form S-4 and the Joint Proxy ------------------------------------------- Statement; Company Stockholders Meeting; Merger without a Company Stockholders MeetingStockholder Meetings. (a) As soon as practicable Promptly following the acceptance for payment execution of and payment for shares of Company Common Stock by Sub in the Offer------------------------------- this Agreement, the Company and Parent shall prepare and file with the SEC the Joint Proxy Statement, and Parent shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of the Company and Parent shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company shall will use its reasonable best efforts to respond to all SEC comments with respect to the Proxy Statement and to cause the Joint Proxy Statement to be mailed to the Company's stockholders stockholders, and Parent will use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to Parent's stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. The information provided and to be provided by Parent, Sub and the Company, respectively, for use in the Form S-4 shall, at the earliest practicable date. The time the Form S-4 becomes effective and on the dates of each of the Company Stockholder Meeting and the Parent Stockholder Meeting, be true and correct in all material respects and shall not omit to state any material fact required to be stated therein or necessary in order to make such information not misleading, and the Company, Parent and Sub, Sub each agree to correct immediately upon the discovery thereof any information provided by it for use in the Form S-4 which shall take all reasonable actions necessary have become false or advisable to cause the Merger to be approved by shareholders and to effect the Mergermisleading. (b) The Unless the Board of Directors of the Company willshall take any action permitted by the fifth sentence of this Section 5.01(b), the Company shall cause a meeting of its stockholders (the "Company Stockholder Meeting") to be duly called and held as soon as practicable following after the Proxy Trigger Date, duly call, give notice of, convene and hold the Company Stockholders Meeting date of this Agreement for the purpose of approving voting on the approval and adoption of this Agreement and the transactions contemplated herebyMerger. At The Board of Directors of the Company Stockholders Meeting, shall set the record date for the Company Stockholder Meeting to occur immediately following the consummation of the Exchange so that (and only if) Parent shall cause all is the holder of record for purposes of such Company Stockholder Meeting of the shares of Company Common Stock then owned by Parent and Sub and any acquired in the Exchange, which shares shall constitute in excess of their Subsidiaries or affiliates to be voted in favor a majority of the Merger. (c) Notwithstanding the foregoing clauses (a) issued and (b), in outstanding shares of Company Common Stock. In the event that Parent or any other Subsidiary of Parent shall acquire at least 90% it becomes necessary to delay the date of the outstanding Company Stockholder Meeting, the Company shall use its best efforts to ensure that any such delay does not frustrate the purpose of the immediately preceding sentence, including by issuing shares of Company Common Stock in accordance with Section 5.19 immediately prior to setting any new record date. The Board of Directors of the OfferCompany shall recommend approval and adoption of this Agreement and the Merger by the Company's stockholders. The Board of Directors of the Company shall not be permitted to withdraw, amend or modify in a manner adverse to Parent such recommendation (or announce publicly its intention to do so), except that prior to the consummation of the Exchange, the parties hereto agreeBoard of Directors shall be permitted to withdraw, amend or modify its recommendation (or publicly announce its intention to do so) but only if (i) the Company has complied with Section 5.13, (ii) an Alternative Transaction (as defined in Section 7.01) shall have been proposed by any person other than Parent or its affiliates, (iii) the Company shall have notified Parent of such Alternative Transaction at least five business days in advance of such withdrawal, amendment or modification and (iv) the Board of Directors of the Company shall have determined in its good faith judgment that such Alternative Transaction is more favorable to the Company's stockholders than this Agreement and the Merger and, as a result, the Board of Directors of the Company shall have determined in good faith, based upon the advice of outside counsel, that it is obligated by its fiduciary obligations under applicable law to modify, amend or withdraw such recommendation; provided that no such withdrawal, amendment or modification shall be made unless the Company shall have delivered to Parent in accordance with Section 5.13(b) a written notice advising Parent that the Board of Directors of the Company has received an Acquisition Proposal and identifying the person making such Acquisition Proposal. (c) Unless the Board of Directors of the Company shall take any action permitted by the fifth sentence of paragraph (b) above, and only to the extent required by applicable regulations of the NYSE, Parent shall cause a meeting of its stockholders (the "Parent Stockholder Meeting") to be called and held as soon as reasonably practicable after the date of this Agreement for the purpose of voting on the issuance of shares of Parent Class A Common Stock in connection with the transactions contemplated hereby and, at such meeting, the request Board of SubDirectors of Parent shall recommend approval by Parent's stockholders of such issuance of shares of Parent Class A Common Stock. Nothing contained in this Section 5.01(c) shall prohibit Parent from making any disclosure to Parent's stockholders if, in the good faith judgment of the Board of Directors of Parent, upon the advice of counsel, failure to take all necessary make such disclosure would be inconsistent with applicable laws. (d) If the Parent Stockholder Meeting is being held, the recommendations of the Boards of Directors of Parent and appropriate action the Company referred to cause in paragraphs (b) and (c) above, together with copies of the Merger opinions referred to become effectivein Sections 3.01(q) and 3.02(i), shall be included in the Joint Proxy Statement. Parent and the Company will use reasonable efforts to hold such meetings on the same day and use their best efforts to hold such meetings as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLdate hereof. (de) Parent shall (i) The Company will cause Sub promptly its transfer agent to submit this Agreement and make stock transfer records relating to the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause Company available to the shares of capital stock of Sub extent reasonably necessary to be voted for adoption and approval effectuate the intent of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated herebyAgreement.

Additional Agreements. 6.1 Preparation of Form S-4 and the Proxy Statement/Prospectus; Company Stockholders Meeting; Merger without a Company Stockholders MeetingStockholder Meetings. (a) As soon as practicable Promptly following the acceptance for payment date of this Agreement, Berkshire and payment for shares of General shall cooperate and prepare, and Berkshire shall cause Holding Company Common Stock by Sub in the Offer, the Company and Parent shall prepare and to file with the SEC SEC, the Form S-4, in which a proxy statement will be included as a prospectus (the "Proxy Statement/ Prospectus") and Berkshire and General shall each file such Proxy Statement/Prospectus as a proxy statement with the SEC. The Company Each of General and Berkshire shall use its reasonable best efforts to respond to all SEC comments with respect to have the Proxy Statement Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Each of General and Berkshire will use its respective reasonable best efforts to cause the Proxy Statement Statement/Prospectus to be mailed to their respective stockholders as promptly as practicable after the Company's stockholders at Form S-4 is declared effective under the earliest practicable dateSecurities Act. The Company, Parent and Sub, Berkshire shall also cause Holding Company to take all reasonable actions necessary or advisable any action (other than qualifying to cause the Merger do business in any jurisdiction in which it is not now so qualified) required to be approved by shareholders taken under any applicable state securities laws in connection with the issuance of Holding Company Common Stock in the Mergers, and General shall furnish all information concerning General and the holders of General Common Stock and rights to effect acquire General Common Stock pursuant to the MergerStock Plans as may be reasonably requested in connection with any such action. (b) The Company General will, as soon promptly as practicable following the Proxy Trigger Datedate of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the Company "General Stockholders Meeting Meeting") for the purpose of approving this Agreement and the transactions contemplated herebyby this Agreement. At the Company Stockholders MeetingGeneral will, Parent shall cause all through its Board of Directors, recommend to its stockholders approval of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted foregoing matters, as set forth in favor Section 4.2(s). Such recommendation, together with a copy of the Merger. (c) Notwithstanding the foregoing clauses (a) and (bopinion referred to in Section 4.2(r), shall -32- be included 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, Proxy Statement/Prospectus. General will use reasonable efforts to take all necessary and appropriate action to cause the Merger to become effective, hold such meeting as soon as practicable after the expiration date hereof. (c) Berkshire will, as promptly as practicable following the date of the Offerthis Agreement, without duly call, give notice of, convene and hold a meeting of its stockholders (the "Berkshire Stockholders Meeting") for the purpose of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit approving this Agreement and the transactions contemplated hereby for approval and adoption by this Agreement. Berkshire will, through its parent by written consent Board of sole stockholder; (ii) cause the shares of capital stock of Sub Directors, recommend to be voted for adoption and its stockholders approval of the foregoing matters, as set forth in Section 4.3(l). Such recommendation shall be included in the Proxy Statement/Prospectus. Berkshire will use reasonable efforts to hold such meeting as soon as practicable after the date hereof. (d) General will cause its transfer agent to make stock transfer records relating to General available to the extent reasonably necessary to effectuate the intent of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated herebyAgreement.

Additional Agreements. 6.1 SECTION 7.01 Preparation of Form S-4 and the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Special Meeting and Parent Special Meeting. (a) As soon as practicable following the acceptance for payment date of and payment for shares of Company Common Stock by Sub in the Offerthis Agreement, the Company and Parent shall prepare and file with the SEC the Proxy Statement. The Company Statement and Parent shall use its best efforts to respond to all prepare and file with the SEC comments with respect to the Form S-4, in which the Proxy Statement shall be included as part of the prospectus. Each of the Company and Parent shall use reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Each of the Company and Parent shall use reasonable efforts to cause the Proxy Statement to be mailed to the Company's stockholders at and, if required, Parent's stockholders, respectively, as promptly as practicable after the earliest practicable dateForm S-4 is declared effective under the Securities Act. The Company, Parent and Sub, shall also take all reasonable actions necessary or advisable to cause the Merger any action required to be approved by shareholders and taken under any applicable state securities or "blue sky" laws in connection with the issuance of Parent Common Stock pursuant to effect the Merger, and the Company shall furnish all information concerning the Company and the holders of the Company Common Stock and rights to acquire the Company Common Stock pursuant to the Company Employee Stock Plans as may be reasonably requested in connection with any such action. (b) The Company willshall, as soon as practicable following in accordance with all applicable Laws, and the Proxy Trigger DateArticles of Incorporation and By-Laws of the Company, duly call, give notice of, convene and hold a special meeting of its stockholders (the "Company Stockholders Meeting Special Meeting") as promptly as practicable after the date hereof for the purpose of approving considering and taking action upon this Agreement and the transactions contemplated hereby. At such other matters as may be appropriate at the Company Stockholders Special Meeting. Notwithstanding anything in this Agreement to the contrary, Parent the Company shall cause all not take any action which interferes with the convening of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries Special Meeting or affiliates to be voted in favor the taking of the Merger. (c) Notwithstanding stockholders' vote at the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary meeting. The Board of Parent shall acquire at least 90% Directors of the outstanding shares of Company Common Stock in will include its recommendation that the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit Company approve and adopt this Agreement and the transactions contemplated hereby in any proxy or other solicitation materials or communications prepared in connection with the Company Special Meeting. (c) Parent shall, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the "Parent Special Meeting") for approval the purpose of obtaining the Parent Stockholder Approval. Parent shall, through its Board of Directors, recommend to its stockholders that they give the Parent Stockholder Approval unless otherwise determined by the Board of Directors of Parent in good faith, after consultation with outside counsel, as necessary in order to comply with its fiduciary duties to Parent and adoption by its parent by written consent of sole stockholder; (ii) stockholders under applicable law. The Company shall vote or cause the shares of capital stock of Sub to be voted for adoption and approval any shares of this Agreement and Parent Capital Stock owned of record by the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and Company or any Acquired Company in favor of the transactions contemplated herebyParent Stockholder Approval.

Additional Agreements. 6.1 SECTION 5.1. Preparation of the Form S-4 and the Joint Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders MeetingMeetings. (a) As soon as practicable following the acceptance for payment date of this Agreement, RSI and payment for shares of Company Common Stock by Sub in the Offer, the Company and Parent JPFI shall prepare and file with the SEC the Joint Proxy Statement, and JPFI shall prepare and file with the SEC the Form S- 4, in which the Joint Proxy Statement will be included as a prospectus. The Company Each of RSI and JPFI shall use its best efforts to respond to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. RSI will use all SEC comments with respect to the Proxy Statement and best efforts to cause the Joint Proxy Statement to be mailed to the CompanyRSI's stockholders at the earliest practicable date. The Companystockholders, Parent and Sub, shall take JPFI will use all reasonable actions necessary or advisable best efforts to cause the Merger Joint Proxy Statement to be approved mailed to JPFI's stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. JPFI 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 JPFI Common Stock in the Merger and RSI shall furnish all information concerning RSI and the holders of RSI Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made by shareholders JPFI without RSI's prior consent (which shall not be unreasonably withheld) and without providing RSI the opportunity to effect review and comment thereon. JPFI will advise RSI, promptly after it receives notice thereof, of the Mergertime when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the JPFI Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to RSI or JPFI, or any of their respective affiliates, officers or directors, should be discovered by RSI or JPFI which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of RSI and JPFI. (b) The Company willRSI shall, as soon promptly as practicable following after the Proxy Trigger DateForm S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold a meeting of its stockholders (the Company "RSI Stockholders Meeting Meeting") in accordance with the DGCL for the purpose of approving obtaining the RSI Stockholder Approval and shall, through its Board of Directors, recommend to its stockholders the approval and adoption of this Agreement Agreement, the Merger and the other transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effectiveJPFI shall, as soon promptly as practicable after the expiration of Form S-4 is declared effective under the OfferSecurities Act, without duly call, give notice of, convene and hold a meeting of its stockholders of (the Company, "JPFI Stockholders Meeting") in accordance with Section 253 the DGCL for the purpose of obtaining the DGCLJPFI Stockholder Approval and 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. (d) Parent shall (i) cause Sub promptly JPFI and RSI will use best efforts to submit this Agreement hold the RSI Stockholders Meeting and the transactions contemplated hereby for approval JPFI Stockholders Meeting on the same date and adoption by its parent by written consent of sole stockholder; (ii) cause as soon as reasonably practicable after the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated herebydate hereof.

Additional Agreements. 6.1 5.1. Preparation of Form S-4 and the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. (a) As soon as practicable Promptly following the acceptance for payment date of and payment for shares of Company Common Stock by Sub in the Offerthis Agreement, the Company and Parent Purchaser shall prepare and Company shall file with the SEC the Proxy Statement, and Purchaser shall prepare and file with the SEC the Form S-4, in which the Proxy StatementStatement will be included as a prospectus. The Each of Company and Purchaser shall use its reasonable best efforts to respond to all SEC comments with respect to have the Proxy Statement and Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Company will use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after the Company's stockholders at Form S-4 is declared effective under the earliest practicable dateSecurities Act. The Purchaser shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable state securities law in connection with the issuance of Purchaser Common Stock in connection with the Merger, and Company shall furnish all information concerning Company and the holders of Company Common Stock and rights to acquire Company Common Stock pursuant to the Company Stock Option Plans as may be reasonably required in connection with any such action. Each of Purchaser and Company shall furnish all information concerning itself to the other as may be reasonably requested in connection with any such action and the preparation, filing and distribution of the Form S-4 and the preparation, filing and distribution of the Proxy Statement. Company, Parent Purchaser and Sub, Merger Sub each agree to correct any information provided by it for use in the Form S-4 or the Proxy Statement that shall take all reasonable actions necessary have become false or advisable to cause the Merger to be approved by shareholders and to effect the Mergermisleading. (b) The Company willCompany, as soon as practicable following the Proxy Trigger Dateacting through its Board of Directors, shall, subject to and in accordance with its certificate of incorporation and by-laws, promptly and duly call, give notice of, convene and hold as soon as practicable following the date upon which the Form S-4 becomes effective a meeting of the holders of Company Common Stock (the "Company Stockholders Meeting Meeting") for the purpose of approving this Agreement voting to approve and the transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit adopt this Agreement and the transactions contemplated hereby for and an amendment or repeal of the ownership limitations included in its certificate of incorporation so as to permit the consummation of the transactions contemplated hereby (the "Certificate of Incorporation Amendment"), and (i) except as otherwise provided herein, recommend approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; hereby and the Certificate of Incorporation Amendment by the stockholders of Company and include in the Proxy Statement such recommendation and (iiiii) use its reasonable efforts to solicit and obtain such approval. The Board of Directors of Company shall not withhold, withdraw, amend or modify in a manner adverse to Purchaser its recommendation referred to in clause (i) of the preceding sentence (or announce publicly its intention to do so), except that such Board of Directors shall be permitted to withhold, withdraw, amend or modify its recommendation (or publicly announce its intention to do so) if such Board of Directors determines in good faith, after consultation with its outside legal counsel, that its failure to withhold, withdraw, amend or modify its recommendation is, or is reasonably likely to be, inconsistent with its fiduciary duties in accordance with Delaware law. The parties hereto understand and agree that, notwithstanding the foregoing, a communication by the Board of Directors of Company to Company's stockholders pursuant to Rule 14d-9(f) of the Exchange Act, or any similar type of communication to Company's stockholders in connection with the the making or amendment of a tender offer or exchange offer, shall not be deemed to constitute a breach of Company's obligations under this Section 5.1(b). (c) Company will cause its transfer agent to be taken all additional actions make stock transfer records relating to Company available to the extent reasonably necessary for Sub to adopt and approve effectuate the intent of this Agreement and the transactions contemplated herebyAgreement.

Additional Agreements. Section 6.1 Preparation of the Proxy StatementPREPARATION OF FORM S-4 AND THE PROXY STATEMENT; Company Stockholders Meeting; Merger without a Company Stockholders MeetingSTOCKHOLDER MEETING. (a) As soon promptly as practicable following after the acceptance for payment execution of and payment for shares of Company Common Stock by Sub in the Offerthis Agreement, the Company and Parent HCPI shall cooperate with each other regarding, and, prepare and file with the SEC, the Joint Proxy Statement/Prospectus and HCPI shall prepare and file the Registration Statement, provided that HCPI may delay the filing of the Registration Statement until approval of the Joint Proxy Statement/Prospectus by the SEC. The Company and HCPI will cause the Joint Proxy Statement/Prospectus and the Registration Statement to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Each of HCPI and the Company shall use all reasonable efforts to have or cause the Joint Proxy Statement/Prospectus to be cleared by the SEC and to cause the Registration Statement to become effective as promptly as practicable. Without limiting the generality of the foregoing, each of the Company and HCPI shall cause its respective Representatives to fully cooperate with the other Party and its respective Representatives in the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement, and shall, upon request, furnish the other Party with all information concerning it and its Affiliates, as the other as may be reasonably necessary or advisable in connection with the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement. The Company shall use its best efforts to respond to all SEC comments hereby agrees that the recommendations of the Company Board described in Section 3.20 with respect to the Proxy transactions contemplated hereby (subject to the right of the Company Board to withdraw, amend or modify such recommendation in accordance with Section 6.3) may be included in the Registration Statement and the Joint Proxy Statement/Prospectus. HCPI hereby agrees that the recommendation of HCPI Board described in Section 4.20 may be included in the Registration Statement and the Joint Proxy Statement/Prospectus. HCPI shall use its commercially reasonable best efforts to take all actions required under any applicable federal or state securities or Blue Sky Laws in connection with the issuance of shares of HCPI Common Stock pursuant to the Merger and will pay all filing fees incident thereto. As promptly as practicable after the Registration Statement becomes effective, the Company and HCPI shall cause the Joint Proxy Statement Statement/Prospectus 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 to be approved by shareholders and to effect the Mergertheir respective stockholders. (b) The Company and HCPI each agrees that none of the information supplied by it or its Subsidiaries to be included or incorporated by reference in the Joint Proxy Statement/Prospectus or any amendment thereof or supplement thereto, will, as soon as practicable following on the date of the mailing of the Joint Proxy Trigger DateStatement/Prospectus or any amendment or supplement thereto, duly call, give notice of, convene and hold at the time of the Company Stockholders Stockholder Meeting for the purpose of approving this Agreement and the transactions contemplated hereby. At the Company Stockholders HCPI Stockholder Meeting, Parent shall cause all 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 shares circumstances under which they are made, not misleading. The Company and HCPI each agrees that none of Company Common Stock then owned the information supplied by Parent and Sub and any of their it or its Subsidiaries or affiliates to be voted included or incorporated by reference in favor the Registration Statement will, at the time the Registration Statement 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 Mergercircumstances under which they are made, not misleading. (c) Notwithstanding Without limiting the foregoing clauses generality of the foregoing, prior to the Effective Time (ai) the Company and HCPI shall notify each other as promptly as practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, the Joint Proxy Statement/Prospectus or the Registration Statement, and (b), in ii) the event that Parent or any Company and HCPI shall each notify the 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 promptly as practicable after the expiration receipt by it of any written or oral comments of the OfferSEC on, without a meeting or of stockholders any written or oral request by the SEC for amendments or supplements to, the Joint Proxy Statement/Prospectus or the Registration Statement, and shall promptly supply the other with copies of all correspondence between it or any of its Representatives and the SEC with respect to any of the Company, in accordance with Section 253 of the DGCLforegoing filings. (d) Parent The Company and HCPI shall (i) cause Sub promptly each take all action necessary to submit this Agreement duly call the Company Stockholders Meeting and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub HCPI Stockholders Meeting, respectively, each to be voted held as promptly as practicable for adoption and the purpose of voting upon the approval of this Agreement and the transactions contemplated hereby; Merger. Subject to the right of the Company Board to withdraw, amend or modify such recommendation in accordance with Section 6.3, each of the Company and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated hereby.HCPI shall, through

Additional Agreements. 6.1 Preparation of 5.1 Access to Information Between the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. (a) As soon as practicable following the acceptance for payment of and payment for shares of Company Common Stock by Sub in the Offer, 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 to be approved by shareholders and to effect the Merger. (b) The Company 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 shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval date of this Agreement and the transactions contemplated herebyearlier of the Closing Date or the termination of this Agreement, upon reasonable notice, the Company shall (a) give Acquirer and its officers, employees, accountants, counsel and other agents and representatives reasonable access to all buildings, offices, and other facilities and to all Books and Records of the Company as they relate to the Business, whether located on the premises of the Company or at another location; (b) permit Acquirer to make such inspections as it may reasonably require; (c) subject to Section 5.8 hereof, cause its officers to furnish Acquirer such financial, operating, technical and product data and other information with respect to the Business and Purchased Assets as Acquirer from time to time may reasonably request, including financial statements and schedules; and (iiid) cause allow Acquirer the opportunity to interview such employees and other personnel and Affiliates of the Company providing services in connection with the conduct of the Business with the Company's prior written consent, which consent shall not be taken all additional actions necessary unreasonably withheld or delayed; provided, however, that no investigation pursuant to this Section 5.1 shall affect or be deemed to modify any representation or warranty made by the Company herein. Materials furnished to Acquirer pursuant to this Section 5.1 may be used by Acquirer for Sub strategic planning purposes relating to adopt and approve this Agreement and accomplishing the transactions contemplated hereby. 5.2 Confidentiality The parties acknowledge that Acquirer and the Company have previously executed a confidentiality agreement dated December 5, 2007 (the "Confidentiality Agreement"), which Confidentiality Agreement shall continue in full force and effect in accordance with its terms. Without limiting the foregoing, all information furnished to Acquirer and its officers, employees, accountants and counsel by the Company, and all information furnished to the Company by Acquirer and its officers, employees, accountants and counsel, shall be covered by the Confidentiality Agreement, and Acquirer and the Company shall be fully liable and responsible under the Confidentiality Agreement for any breach of the terms and conditions thereof by their respective subsidiaries, officers, employees, accountants, counsel and other Representatives. Furthermore, without limiting the foregoing, each of the parties hereto hereby agrees to keep the terms of this Agreement (except to the extent contemplated hereby) and such information or knowledge obtained in any investigation pursuant to Section 5.1, or pursuant to the negotiation and execution of this Agreement or the effectuation of the transactions contemplated hereby, confidential; provided, however, that the foregoing shall not apply to information or knowledge which (a) a party can demonstrate was already lawfully in its possession prior to the disclosure thereof by the other party, (b) is generally known to the public and did not become so known through any violation of Law, (c) became known to the public through no fault of such party, (d) is later lawfully acquired by such party without confidentiality restrictions from other sources not bound by applicable confidentiality restrictions, (e) is required to be disclosed by order of court or Governmental or Regulatory Authority with subpoena powers (provided that such party shall have provided the other party with prior notice of such order and an opportunity to object or seek a protective order and take any other available action), (f) which is disclosed in the course of any Action or Proceeding between any of the parties hereto or (g) as required to comply with the rules or regulations of the Securities Exchange Commission and any applicable law. 5.3 Approvals The Company shall use commercially reasonable efforts to obtain all Approvals from Governmental or Regulatory Authorities or under any of the Contracts or other agreements as may be required in connection with the Acquisition (all of which Approvals are set forth in the Disclosure Schedule) so as to preserve all rights of and benefits to the Company thereunder and Acquirer shall provide the Company with such assistance and information as is reasonably required to obtain such Approvals.

Additional Agreements. 6.1 5.1 Preparation of Form S-4 and the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. (a) As soon as practicable Promptly following the acceptance for payment date of this Agreement, Target and payment for shares of Company Common Stock by Sub in Purchaser shall prepare and Target shall file with the OfferSEC the Proxy Statement, the Company and Parent Purchaser shall prepare and file with the SEC the Form S-4, in which the Proxy StatementStatement will be included as a prospectus. The Company Each of Target and Purchaser shall use its reasonable best efforts to respond to all SEC comments with respect to have the Proxy Statement and Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Target will use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after the Company's stockholders at Form S-4 is declared effective under the earliest practicable dateSecurities Act. The Company, Parent and Sub, Purchaser shall also take all reasonable actions necessary or advisable any action (other than qualifying to cause the Merger do business in any jurisdiction in which it is not now so qualified) required to be approved by shareholders and to effect taken under any applicable state securities law in connection with the issuance of Purchaser Common Stock in connection with the Merger, and Target shall furnish all information concerning Target and the holders of Target Common Stock and rights to acquire Target Common Stock pursuant to the Target Stock Option Plans as may be reasonably required in connection with any such action. Each of Purchaser and Target shall furnish all information concerning itself to the other as may be reasonably requested in connection with any such action and the preparation, filing and distribution of the Form S-4 and the preparation, filing and distribution of the Proxy Statement. Target, Purchaser and Merger Sub each agrees to correct any information provided by it for use in the Form S-4 or the Proxy Statement that shall have become false or misleading. (b) The Company willTarget, as soon as practicable following the Proxy Trigger Dateacting through its Board of Directors, shall, subject to and in accordance with its articles of incorporation and by-laws, promptly and duly call, give notice of, convene and hold as soon as practicable following the Company date upon which the Form S-4 becomes effective a meeting of the holders of Target Common Stock (the "Target Stockholders Meeting Meeting") for the purpose of approving voting to approve and adopt this Agreement and the transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit except as otherwise provided herein, recommend approval and adoption of this Agreement and the transactions contemplated hereby for approval by the stockholders of Target and adoption by its parent by written consent of sole stockholder; include in the Proxy Statement such recommendation and (ii) use its commercially reasonable efforts to solicit and obtain such approval. The Board of Directors of Target shall not withhold, withdraw, amend or modify in a manner adverse to Purchaser its recommendation referred to in clause (i) of the preceding sentence (or announce publicly its intention to do so), except that such Board of Directors shall be permitted to withhold, withdraw, amend or modify its recommendation (or publicly announce its intention to do so) if such Board of Directors determines in good faith, after consultation with its outside legal counsel, that its failure to withhold, withdraw, amend or modify its recommendation is or is reasonably likely to be, inconsistent with its fiduciary duties in accordance with Wisconsin law. Notwithstanding the foregoing, a communication by the Board of Directors of Target to Target's stockholders pursuant to Rule 14d-9(f) under the Exchange Act, or any similar type of communication to Target's stockholders in connection with the making or amendment of a tender offer or exchange offer, shall not be deemed to constitute a breach of Target's obligations under this Section 5.1(b). (c) Target will cause its transfer agent to make stock transfer records relating to Target available to the shares of capital stock of Sub extent reasonably necessary to be voted for adoption and approval effectuate the intent of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated herebyAgreement.

Additional Agreements. Section 6.1 Preparation of Form S-4 and the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Stockholder Meeting. (a) As soon promptly as practicable following after the acceptance for payment execution of and payment for shares of Company Common Stock by Sub in the Offerthis Agreement, the Company and Parent shall cooperate with each other regarding, and, prepare and file with the SEC SEC, the Proxy Statement/Prospectus and Parent shall prepare and file the Registration Statement (in which the Proxy Statement/Prospectus will be included). The Company and Parent will cause the Proxy Statement/Prospectus and the Registration Statement to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Each of Parent and the Company shall use all reasonable efforts to have or cause the Proxy Statement/Prospectus to be cleared by the SEC and to cause the Registration Statement to become effective as promptly as practicable. Without limiting the generality of the foregoing, each of the Company and Parent shall cause its respective Representatives to fully cooperate with the other Party and its respective Representatives in the preparation of the Proxy Statement/Prospectus and the Registration Statement, and shall, upon request, furnish the other Party with all information concerning it and its Affiliates as the other may deem reasonably necessary or advisable in connection with the preparation of the Proxy Statement/Prospectus and the Registration Statement. The Company hereby agrees that the recommendations of the Company Board described in Section 3.19 (subject to the right of the Company Board to withdraw, amend or modify such recommendation in accordance with Section 6.3) shall be included in the Registration Statement and the Proxy Statement/Prospectus. Parent shall use commercially reasonable best efforts to take all actions required under any applicable federal or state securities or Blue Sky Laws in connection with the issuance of shares of Parent Common Stock pursuant to the Merger, if any, and will pay all filing fees incident thereto. As promptly as practicable after the Registration Statement becomes effective, the Company shall cause the Proxy Statement/Prospectus to be mailed to its stockholders. (b) The Company and Parent each agrees that none of the information supplied by it or its Subsidiaries to be included or incorporated by reference in the Proxy Statement/Prospectus or any amendment thereof or supplement thereto, will, on the date of the mailing of the Proxy Statement/Prospectus or any amendment or supplement thereto, and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company and Parent each agrees that none of the information supplied by it or its Subsidiaries to be included or incorporated by reference in the Registration Statement will, at the time the Registration Statement 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. (c) Without limiting the generality of the foregoing, prior to the Effective Time (i) the Company and Parent shall notify each other as promptly as practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, the Proxy Statement/Prospectus or the Registration Statement, and (ii) the Company and Parent shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC on, or of any written or oral request by the SEC for amendments or supplements to, the Proxy Statement/Prospectus or the Registration Statement, and shall promptly supply the other with copies of all correspondence between it or any of its Representatives and the SEC with respect to any of the foregoing filings. (d) The Company shall take all action necessary to duly call the Company Stockholders Meeting, to be held as promptly as practicable for the purpose of voting upon the approval of the Company Voting Proposal. Subject to the right of the Company Board to withdraw, amend or modify such recommendation in accordance with Section 6.3, the Company shall, through its board of directors, recommend to its stockholders adoption of this Agreement and approval of the Merger and related matters, and the Company shall use its best efforts to respond solicit from its stockholders proxies in favor of the Company Voting Proposal. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to all SEC comments with respect this Section 6.1(d) to the Proxy Statement timely call 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 to be approved by shareholders and to effect the Merger. (b) The Company will, as soon as practicable following the Proxy Trigger Date, duly call, give notice of, convene and hold conduct the Company Stockholders Meeting for shall not be affected by the purpose of approving this Agreement and the transactions contemplated hereby. At commencement, public proposal or communication to the Company Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the MergerAcquisition Proposal. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated hereby.

Additional Agreements. 6.1 Preparation (a) Subject to the terms and conditions herein provided (including, without limitation, Section 7.7), each of the Proxy Statement; Company Stockholders Meeting; parties hereto agrees to use all reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Merger without Agreement, including using all reasonable efforts to obtain all necessary waivers, consents and approvals, to effect all necessary registrations and filings (including, but not limited to, filings with all applicable Governmental Entities) and to lift any injunction or other legal bar to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible), subject to the appropriate vote of the shareholders of the Company. Notwithstanding the foregoing, but subject to Section 7.7, there shall be no action required to be taken and no action will be taken in order to consummate and make effective the transactions contemplated by this Merger Agreement if such action, either alone or together with another action, would result in a Company Stockholders MeetingMaterial Adverse Effect or a Parent Material Adverse Effect. (ab) As soon as practicable following In case at any time after the acceptance for payment Effective Date any further action is necessary or desirable to carry out the purposes of and payment for shares this Merger Agreement, the proper officers and/or directors of Company Common Stock by Sub in the OfferParent, the Company and the Surviving Corporation shall take all such necessary action. (c) Following the Effective Date, Parent shall prepare and file with the SEC the Proxy Statement. The Company shall use its best efforts to respond conduct the business, and shall cause the Surviving Corporation to use its best efforts to conduct its business, except as otherwise contemplated by this Merger Agreement, in a manner which would not jeopardize the characterization of the Merger as a reorganization within the meaning of Section 368(a) of the Code. (i) The Company shall, effective at the Effective Date, repay all SEC comments obligations of it and its subsidiaries under the credit agreements, revolving credit facilities and receivable funding facilities with General Electric Capital Corporation set forth on Schedule 7.8(d) (the "GECC Debt") and obtain a release of all obligations, liens and security,interests thereunder (and Parent shall use reasonable efforts to cooperate with the Company with respect to the Proxy Statement foregoing and to cause the Proxy Statement to be mailed shall provide funding with respect thereto, 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 to be approved by shareholders and to effect the Merger. (b) The Company will, as soon as practicable following the Proxy Trigger Date, duly call, give notice of, convene and hold extent the Company Stockholders Meeting for does not have sufficient cash as of the purpose of approving this Agreement Effective Date to repay all such obligations), and the transactions contemplated hereby. At the Company Stockholders Meeting, (ii) Parent shall cause all the Company to comply with its obligations under that certain Indenture dated as of August 15, 1992 pursuant to which the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates issued its 10 1/8% Senior Subordinated Notes due August 2002 (the "2002 Indenture") pursuant to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; Article 5 thereof and (iii) Parent will cause the Company to comply with the covenants and obligations set forth in the Company's Convertible Subordinated Notes, dated September 30, 1991 in the aggregate amount of $16,034,000. (e) After the date hereof, the Company shall establish a plan to provide payments to employees who remain employed by the Company through the Effective Date and, unless involuntarily terminated without cause by Parent earlier, for six months thereafter. Payments under such plan shall be taken all additional actions necessary for Sub made by the Company on the six month anniversary of the Effective Date or at such earlier time after the Effective Date as an eligible employee's employment with the Company or its affiliates shall be terminated involuntarily without cause. The Company and Parent shall, in writing, mutually select Company employees eligible to adopt and approve this Agreement and participate in the transactions contemplated herebyplan. In no event shall the aggregate payments under the plan exceed $10,000,000.

Additional Agreements. 6.1 5.1 Preparation of Form S-4 and the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders MeetingStockholder Meetings. (a) As soon as practicable Promptly following the acceptance for payment date of and payment for shares of Company Common Stock by Sub in the Offerthis Agreement, the Company shall prepare and file with the SEC the Proxy Statement, and Parent shall prepare and file with the SEC the Form S-4, in which the Proxy StatementStatement will be included as a prospectus. Each of the Company and Parent shall use its reasonable best efforts as promptly as practicable to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company shall will use its reasonable best efforts to 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 as promptly as practicable after the earliest practicable dateForm S-4 is declared effective under the Securities Act. The Company, Parent and Sub, shall also take all reasonable actions necessary or advisable any action (other than qualifying to cause the Merger do business in any jurisdiction in which it is not now so qualified) required to be approved by shareholders and to effect taken under any applicable state securities laws in connection with the issuance of Parent Stock in the Merger, and the Company shall furnish all information concerning the Company and the holders of the Company Common Stock and rights to acquire Company Common Stock pursuant to the Stock Plans as may be reasonably requested in connection with any such action. (b) The Company will, as soon promptly as practicable following the Proxy Trigger Datedate of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the Company "Stockholders Meeting Meeting") for the purpose of approving this Agreement and the transactions contemplated herebyby this Agreement. At the The Company Stockholders Meetingwill, Parent shall cause all through its Board of Directors, recommend to its stockholders approval of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted foregoing matters, as set forth in favor Section 3.1(p). Such recommendation, together with a copy of the Merger. (c) Notwithstanding the foregoing clauses (a) and (bopinion referred to in Section 3.1(o), shall be included in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Proxy Statement. The Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, will use reasonable efforts to take all necessary and appropriate action to cause the Merger to become effective, hold such meeting as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLdate hereof. (dc) Parent shall (i) The Company will cause Sub promptly its transfer agent to submit this Agreement and make stock transfer records relating to the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause Company available to the shares of capital stock of Sub extent reasonably necessary to be voted for adoption and approval effectuate the intent of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated herebyAgreement.

Additional Agreements. 6.1 Preparation of the Proxy Statement5.1 SHAREHOLDER APPROVAL; Company Stockholders Meeting; Merger without a Company Stockholders MeetingPREPARATION AND FILING OF THE S-4 AND PROXY STATEMENT/PROSPECTUS. (a) As soon as practicable following the acceptance for payment of and payment for shares of Company Common Stock by Sub in the Offer, 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 to be approved by shareholders and to effect the Merger. (b) The Company will, as soon as practicable following the Proxy Trigger Dateexecution of this Agreement, duly call, give notice of, convene and hold the Company Stockholders 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 transactions contemplated hereby. At extent that the Board of Directors of the Company Stockholders Meeting, Parent shall cause all have withdrawn its approval or recommendation of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries this Agreement or affiliates to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger as permitted by Section 8.2. The Company shall use all reasonable efforts to become effective, hold the Shareholder Meeting as soon as practicable after the expiration of date upon which the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLS-4 becomes effective. (db) Promptly after the date hereof, Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby Company shall prepare and the Company shall file with the SEC the Proxy Statement/Prospectus for approval and adoption by its parent by written consent use in connection with the solicitation of sole stockholder; (ii) cause proxies from the shares Company's shareholders in favor of capital stock of Sub to be voted for the adoption and approval of this Agreement and the transactions contemplated hereby; approval of the Merger at the Shareholder Meeting, and Parent and the Company shall prepare and Parent shall file with the SEC the S-4 for the offer and sale of the Parent Common Stock pursuant to the Merger and in which the Proxy Statement/Prospectus will be included as a prospectus. Each of Parent and the Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Proxy Statement/Prospectus and the S-4, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Proxy Statement/Prospectus and the S-4. Each of Parent and the Company shall use all commercially reasonable efforts to have the S-4 declared or ordered effective under the Securities Act as promptly as practicable after such filing with the SEC. The Company shall use all commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to the 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 (iiiother 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) cause required to be taken all additional actions necessary for Sub to adopt and approve this Agreement under any applicable state securities laws in connection with the issuance of Parent Common Stock in the Merger and the transactions contemplated herebyCompany shall furnish all information concerning the Company and the holders of capital stock of the Company as may be reasonably requested in connection with any such action and the preparation, filing and distribution of the Proxy Statement/Prospectus. No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to, the S-4 will be made by Parent, or with respect to the Proxy Statement/Prospectus will be made by the Company, without providing the other party hereto a reasonable opportunity to review and comment thereon. Parent will advise the Company, promptly after it receives notice thereof, of the time when the S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the S-4 or comments thereon and responses thereto or requests by the SEC for additional information. The Company shall advise Parent, promptly after it receives notice thereof, of any request by the SEC for the amendment of the Proxy Statement/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to either of the S-4 or the Proxy Statement/Prospectus, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party or parties hereto, as applicable, and an appropriate amendment or supplement to the S-4 and/or the Proxy Statement/Prospectus describing such information shall be promptly filed with the SEC and, to the extent required by applicable law, disseminated to the shareholders of the Company. Each of the parties hereto shall cause the Proxy Statement/Prospectus to comply as to form and substance to such party in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the rules of the Nasdaq National Market.

Additional Agreements. 6.1 5.1. Preparation of Form S-4 and the Joint Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders MeetingMeetings. (a) As soon as practicable Promptly following the acceptance for payment date of and payment for shares of Company Common Stock by Sub in the Offerthis Agreement, the Company and Parent Purchaser shall prepare and file with the SEC the Joint Proxy Statement, and Purchaser shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. The Each of Company and Purchaser shall use its reasonable best efforts to respond to all SEC comments with respect to have the Proxy Statement Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Each of Company and Purchaser will use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to its stockholders as promptly as practicable after the Company's stockholders at Form S-4 is declared effective under the earliest practicable dateSecurities Act. The Purchaser shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable state securities law in connection with the Share Issuance, and Company shall furnish all information concerning Company and the holders of Company Common Stock and rights to acquire Company Common Stock pursuant to the Company Stock Option Plans as may be reasonably required in connection with any such action. Each of Purchaser and Company shall furnish all information concerning itself to the other as may be reasonably requested in connection with any such action and the preparation, filing and distribution of the Form S-4 and the preparation, filing and distribution of the Joint Proxy Statement. Company, Parent Purchaser and Sub, Merger Sub each agree to promptly correct any information provided by it for use in the Form S-4 or the Joint Proxy Statement that shall take all reasonable actions necessary have become false or advisable to cause the Merger to be approved by shareholders and to effect the Mergermisleading. (b) The Company willCompany, as soon as practicable following the Proxy Trigger Dateacting through its Board of Directors, shall, subject to and in accordance with its articles of incorporation and by-laws, promptly and duly call, give notice of, convene and hold as soon as practicable following the date upon which the Form S-4 becomes effective a meeting of the holders of Company Common Stock (the "Company Stockholders Meeting") for the purpose of voting to approve this Agreement, and (i) except as otherwise provided in the following sentence, recommend approval of this Agreement and include in the Joint Proxy Statement such recommendation and (ii) use its reasonable best efforts to solicit and obtain such approval. In the event that prior to the approval of this Agreement by the Company's stockholders, the Board of Directors of Company receives a Superior Proposal (as defined in Section 8.13) and the Board of Directors of Company determines in good faith by resolution duly adopted after consultation with its outside counsel that the failure to take such action would reasonably be expected to constitute a breach of its fiduciary duties under Virginia law, the Board of Directors of Company may withdraw, amend or modify, in a manner adverse to Purchaser, its recommendation, provided that before withdrawing, amending or modifying its recommendation, it gives Purchaser five business days' prior written notice of its intention to do so and during such time, Company, if requested by Purchaser, shall have engaged in good faith negotiations to amend this Agreement such that the Board of Directors of Company may continue to recommend the approval of this Agreement. The parties agree that nothing in this Section 5.1 shall in any way limit or otherwise affect Purchaser's right to terminate this Agreement pursuant to Section 7.1(c) at such time as the requirements of such subsection have been met. Any such withdrawal, amendment or modification of the recommendation shall not (x) change the adoption of this Agreement or any other approval of the Board of Directors of Company in any respect that would have the effect of causing the threshold restrictions on Company Common Stock ownership in Company's articles of incorporation, the Company Rights Agreement and any Virginia corporate takeover statute or other similar statute to be applicable to the transactions contemplated hereby, including the Merger, or the transactions contemplated by the Option Agreement, or (y) change the obligation of Company to present this Agreement for approval at the Company Stockholders Meeting for on the purpose earliest practicable date. At any such meeting following any withdrawal, amendment or modification of approving Company's recommendation of this Agreement, Company may submit this Agreement to its stockholders without recommendation (although the adoption of this Agreement by the Board of Directors of Company may not be rescinded or amended), in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to its stockholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law. Nothing contained in this Agreement shall prohibit Company from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or from making disclosure of the fact that a proposal for an Alternative Transaction has been made, the identity of the party making the proposal or the material terms of such proposal in the Form S-4 or the Joint Proxy Statement, to the extent disclosure of such facts, identity or terms is advisable under applicable law (and the transactions contemplated hereby. At the Company Stockholders Meetingdisclosure of such facts, Parent by itself, shall cause all not be deemed a withdrawal or adverse modification or amendment of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries its approval or affiliates recommendation to be voted in favor stockholders of the Merger). (c) Notwithstanding During the foregoing clauses (a) term of this Agreement, Company shall not take any actions to exempt any Person other than Purchaser and (b)Merger Sub from the Company Rights Agreement, in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of threshold restrictions on Company Common Stock ownership in the OfferCompany's articles of incorporation, or make any Virginia state takeover statute or similar statute inapplicable to any Alternative Transaction unless, in any such case, the parties hereto agree, at the request Board of Sub, Directors of Company determines in good faith after consultation with its outside counsel that failure to take all necessary and appropriate such action would reasonably be expected to cause the Merger to become effective, as soon as practicable after the expiration constitute a breach of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLits fiduciary duties under Virginia law. (d) Parent shall (i) Company will cause Sub promptly its transfer agent to submit this Agreement and make stock transfer records relating to Company available to the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause extent reasonably necessary to effectuate the shares of capital stock of Sub to be voted for adoption and approval intent of this Agreement Agreement. (e) Purchaser, acting through its Board of Directors, shall, subject to and in accordance with its articles of incorporation and by-laws, promptly and duly call, give notice of, convene and hold as soon as practicable following the transactions contemplated hereby; and date on which the Form S-4 becomes effective, a meeting of the holders of Purchaser Common Stock (iiithe "Purchaser Stockholders Meeting") cause for the purpose of voting to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated hereby.Share

Additional Agreements. 6.1 Preparation 4.1 Each Company Stockholder agrees not to commence, join in, knowingly facilitate, assist or knowingly encourage, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against GPAC, the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. or the other parties to the Business Combination Agreement or any of their respective successors or directors or officers (a) As soon as practicable following challenging the acceptance for payment validity of, or seeking to enjoin the operation of, any provision of and payment for shares of Company Common Stock by Sub in this Agreement or the Offer, 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 Business Combination Agreement or advisable to cause the Merger to be approved by shareholders and to effect the Merger. (b) The alleging a breach of any fiduciary duty of any Person in connection with the evaluation, negotiation or entry into this Agreement, the Business Combination Agreement or the Ancillary Agreements. 4.2 Each Company willStockholder agrees that, as soon as practicable following at or prior to the Proxy Trigger DateClosing, duly call, give notice of, convene it will execute and hold deliver (or cause to be delivered) a counterpart to each of the Company Stockholders Meeting for the purpose of approving this Shareholder Agreement and the transactions contemplated hereby. At Lock-up Agreement (each in the form and substance thereof to be agreed by GPAC and the Company prior to Closing, which lock-up shall be no less burdensome than the lock-up set forth in the Sponsor Side Letter). 4.3 Certain Company Stockholders Meetingagree that, Parent shall at or prior to the Closing, they will execute and deliver (or cause all to be delivered), as required by the Business Combination Agreement a counterpart to the Registration Rights Agreement (in form and substance thereof to be agreed by GPAC and the Company prior to Closing). 4.4 Each Company Stockholder agrees to accept the delivery of the shares of Per Share Consideration to such Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, Stockholder at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, Closing in accordance with Section 253 the terms of the DGCLBusiness Combination Agreement, and agrees that once such Per Share Consideration is delivered to such Company Stockholder, no other consideration may be claimed by such Company Stockholder in respect of such Company Stockholder’s equity in the Company immediately prior to Closing except as provided in the Business Combination Agreement and any Ancillary Agreement. (d) Parent shall (i) cause Sub promptly 4.5 Until the Expiration Time, each Company Stockholder agrees to submit this comply with the obligations applicable to the Company pursuant to Section 7.01, Section 7.02 and Section 7.05 of the Business Combination Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated herebyas if such Company Stockholder were a party thereto.

Additional Agreements. 6.1 SECTION 5.1. Preparation of the Form S-4 and the Joint Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders MeetingShareholders Meetings. (a) As soon as practicable following the acceptance for payment date of this Agreement, Green and payment for shares of Company Common Stock by Sub in the Offer, the Company and Parent White 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 Joint Proxy Statement and White shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Green and White shall use all reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Green will use all reasonable efforts to cause the Joint Proxy Statement to be mailed to the CompanyGreen's stockholders at the earliest practicable date. The Companyshareholders, Parent and Sub, shall take White will use all reasonable actions necessary or advisable efforts to cause the Merger Joint Proxy Statement to be approved by shareholders mailed to White's shareholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. White 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 White Common Stock in the Merger and to effect under the MergerGreen Stock Plans and White Stock Plans, and Green shall furnish all information concerning Green and the holders of Green Common Stock as may be reasonably requested in connection with any such action. (b) The Company willGreen shall, as soon as practicable following the Proxy Trigger Datedate of this Agreement, file with the SEC preliminary proxy materials and use reasonable efforts to clear such materials and thereafter duly call, give notice of, convene and hold on a date mutually agreed to by White and Green a meeting of its shareholders (the "Green Pennsylvania Shareholders Meeting") for the purpose of amending the Green Articles to explicitly provide that Subchapter E (Control Transactions) of Chapter 25 of the Pennsylvania Law shall not apply to Green; and shall, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the Company Stockholders Meeting "Green Merger Shareholders Meeting" and, together with the Green Pennsylvania Shareholders Meeting, the "Green Shareholders Meetings") for the purpose of approving this Agreement and the transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated hereby.obtaining

Additional Agreements. 6.1 Section 5.1 Preparation of the Joint Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. (a) /Prospectus and the Registration Statement. As soon promptly as reasonably practicable following the acceptance date hereof, Parent and the Company shall cooperate in preparing and Parent shall cause to be filed with the SEC mutually acceptable proxy materials and prospectus relating to the matters to be submitted to the stockholders of the Company and Parent for payment of a vote in connection with the Merger and payment for shares of Company Common Stock by Sub in the Offertransactions contemplated hereby (such proxy materials and prospectus and any amendments or supplements thereto, the Company "Joint Proxy Statement/Prospectus") and Parent shall prepare and file with the SEC the Proxy Registration Statement. The Company Joint Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Registration Statement as Parent's prospectus. Parent shall use its best commercially reasonable efforts to respond to all have the Joint Proxy Statement/Prospectus cleared by the SEC comments with respect to and the Proxy Registration Statement declared effective by the SEC as soon after such filing as practicable and to cause keep the Proxy Registration Statement effective as long as is necessary 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 consummate the Merger to be approved by shareholders and to effect the Merger. (b) The Company 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 Each of Parent and the Company Stockholders Meetingshall, as promptly as practicable after receipt thereof, provide the other party with copies of any written comments, and advise each other of any oral comments, with respect to the Joint Proxy Statement/Prospectus or Registration Statement received from the SEC. Prior to the Effective Time, Parent shall cause use its commercially reasonable efforts to obtain all necessary state securities law or "blue sky" approvals in connection with the Merger and to consummate the other transactions contemplated by this Agreement; provided, however, Parent shall not be required to qualify to do business in any jurisdiction in which it is now not so qualified. Each of Parent and the Company shall cooperate with one another and shall furnish all information concerning itself as the other may reasonably request in connection with such actions and the preparation of the shares Registration Statement and Joint Proxy Statement/Prospectus. Parent shall provide the Company with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and the Registration Statement prior to Parent filing such with the SEC and Parent will provide the Company with a copy of Company Common Stock then owned all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Registration Statement shall be made without the approval of both Parent and Sub the Company, which approval shall not be unreasonably withheld or delayed; provided, that, with respect to documents filed by Parent, this right of approval shall apply only with respect to information relating to the Company or its business, financial condition or results of operations and any of their Subsidiaries or affiliates with respect to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b)information which, in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% reasonable judgment of the outstanding shares Company could unreasonably delay or impair the ability of Company Common Stock in the Offer, the parties hereto agree, at to consummate the request of Sub, to take all necessary and appropriate action transaction contemplated under this Agreement. Parent will use commercially reasonable efforts to cause the Merger Joint Proxy Statement/Prospectus to become effectivebe mailed to its stockholders, and the Company will use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company stockholders, in each case, as soon promptly as practicable after the expiration Registration Statement is declared effective under the Securities Act, but in no event later than three (3) Business Days after the Registration Statement is declared effective. The Registration Statement shall register for resale the shares of Parent Common Stock received in the Merger by each affiliate (within the meaning of Rule 145 of the OfferSecurities Act) of the Company that is not an affiliate (within the meaning of Rule 144 of the Securities Act) of Parent and each Stockholder of the Company who will be, without a meeting immediately following the Effective Time, an affiliate of Parent and shall include the information required by Item 7 of Form S-4 and Item 507 of Regulation S-K under the Securities Act for the benefit of such affiliates as selling stockholders of the Company, number of shares of Parent Common Stock received in accordance with the Merger. Each such selling stockholder shall agree to abide by the provisions of Section 253 4 of the DGCL. Registration Rights Agreement (d) as defined herein). If required by applicable law, rules or regulations, after the Effective Time, Parent shall file a post-effective amendment on Form S-3 to the Registration Statement (the "S-3 Amendment") which shall include a resale prospectus for the selling stockholders of the number of shares of Parent Common Stock received by them in the Merger, and Parent shall keep the S-3 Amendment effective until the earliest of: (i) cause Sub promptly to submit this Agreement and two (2) years after the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; Effective Time, (ii) cause the date of final sale by the selling stockholders of all shares of capital stock of Sub to be voted for adoption and approval of this Agreement and Parent Common Stock registered on the transactions contemplated hereby; and S-3 Amendment ("Registrable Resale Shares") or (iii) cause the date upon which all selling stockholders' Registrable Resale Shares become saleable without registration pursuant to Rule 144 under the Securities Act. If, at any time prior to the Effective Time, any information relating to Parent or the Company, or any of their respective affiliates, officers or directors, is discovered by Parent or the Company and such information should be taken all additional actions set forth in an amendment or supplement to any of the Registration Statement or the Joint Proxy Statement/Prospectus so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary for Sub to adopt make the statements therein, in light of the circumstances under which they were made, not misleading, the party hereto discovering such information shall promptly notify the other parties hereto and, to the extent required by applicable law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed by Parent with the SEC and approve this Agreement disseminated to the stockholders of Parent and the transactions contemplated herebyCompany.

Additional Agreements. SECTION 6.1 Preparation of the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders MeetingStatement and the Schedule 13E-3. (a) As soon Subject to Section 6.8, the Company, with the assistance and cooperation of Parent and Merger Sub, shall prepare and cause to be filed with the SEC the Proxy Statement as promptly as reasonably practicable following the acceptance for payment date hereof. (b) Concurrently with the preparation of and payment for shares of Company Common Stock by Sub in the OfferProxy Statement, the Company and Parent shall jointly prepare and file caused to be filed with the SEC the Schedule 13E-3 as promptly as reasonably practicable following the date hereof. (c) Each of the Company and Parent shall, and shall cause its Subsidiaries and Representatives to, provide such information specifically for inclusion or incorporation by reference in the Proxy StatementStatement and the Schedule 13E-3 as may be necessary or appropriate so that, at the date it is first mailed to the Company’s stockholders and at the time of the Company Stockholders Meeting or filed with the SEC, as applicable, the Proxy Statement and the Schedule 13E-3 will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any information relating to Parent or the Company or any of their respective Subsidiaries, officers or directors should become known to Parent or the Company which should be set forth in an amendment or supplement to the Proxy Statement or the Schedule 13E-3, so that any of such documents would not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers such information shall promptly notify the other Parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. (d) The Company shall use its best efforts agrees to respond promptly (i) notify Parent of the receipt of any comments from the SEC with respect to the Proxy Statement or the Schedule 13E-3 and of any request by the SEC for amendments of, or supplements to, the Proxy Statement or the Schedule 13E-3, and (ii) provide Parent with copies of all correspondence between such Party and the SEC comments with respect to the Proxy Statement and the Schedule 13E-3 as promptly as practicable after receipt thereof. Prior to cause filing or mailing the Proxy Statement and the Schedule 13E-3 (or any amendment or supplement thereto) or responding to be mailed any comments of the SEC with respect thereto, the Company (i) shall provide Parent a reasonable opportunity to review and comment on such document or response, and (ii) shall reflect in such document or response comments reasonably proposed by Parent. Each of the Company and Parent shall use its reasonable best efforts to resolve all comments from the SEC with respect to the Company's stockholders at Proxy Statement and the earliest practicable dateSchedule 13E-3 as promptly as reasonably practicable. The Company, Parent and Sub, Each of the Parties shall take all use its reasonable actions necessary or advisable to cause the Merger to be approved by shareholders and to effect the Merger. (b) The Company will, as soon as practicable following best efforts so that the Proxy Trigger Date, duly call, give notice of, convene and hold the Company Stockholders Meeting for the purpose of approving this Agreement Statement and the transactions contemplated hereby. At Schedule 13E-3 will comply as to form and substance in all material respects with the Company Stockholders Meeting, Parent shall cause all applicable requirements of the shares of Company Common Stock then owned by Parent Securities Act, the Exchange Act and Sub the rules and any of their Subsidiaries or affiliates to be voted in favor of the Merger. (c) regulations promulgated thereunder. Notwithstanding the foregoing clauses (a) or anything else herein to the contrary, and (b)subject to compliance with the terms of Section 6.4, in connection with any disclosure regarding a Change of Recommendation, the event that Company shall not be required to provide Parent or Merger Sub the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) the Schedule 13E-3 or the Proxy Statement, or any amendment or supplement thereto, or any comments thereon or any other Subsidiary of Parent shall acquire at least 90% of filing by the outstanding shares of Company Common Stock in with the OfferSEC, the parties hereto agree, at the request of Sub, with respect to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLsuch disclosure. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated hereby.

Additional Agreements. 6.1 Preparation of the Proxy StatementSection 5.1. PREPARATION OF THE FORM S-4 AND THE JOINT PROXY STATEMENT; Company Stockholders Meeting; Merger without a Company Stockholders MeetingSTOCKHOLDERS MEETINGS. (a) As soon as practicable following the acceptance for payment date of this Agreement, Geon and payment for shares of Company Common Stock by Sub in the Offer, the Company and Parent shall Hann▇ ▇▇▇ll prepare and file with the SEC the Joint Proxy StatementStatement and the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. The Company shall Each of Geon and Hann▇ ▇▇▇ll use its reasonable best efforts to respond to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Geon will use all SEC comments with respect to the Proxy Statement and reasonable best efforts to cause the Joint Proxy Statement to be mailed to the CompanyGeon's stockholders at the earliest practicable date. The Companystockholders, Parent and Sub, shall take Hann▇ ▇▇▇l use all reasonable actions necessary or advisable best efforts to cause the Merger Joint Proxy Statement to be approved mailed to Hann▇'▇ ▇▇▇ckholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Except as required by shareholders applicable law, (i) Hann▇ ▇▇▇ll cause the Joint Proxy Statement to contain the recommendation of the Hann▇ ▇▇▇rd of Directors that the stockholders of Hann▇ ▇▇▇pt this Agreement and the Consolidation and the transactions contemplated hereby and (ii) Geon shall cause the Joint Proxy Statement to effect contain the Mergerrecommendation of the Geon Board of Directors that the stockholders of Geon adopt this Agreement and the Consolidation and the transactions contemplated hereby. Geon and Hann▇ ▇▇▇ll also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Resulting Corporation Shares in the Consolidation and each party shall furnish all information concerning itself and the holders of its common stock as may be reasonably requested by the other party in connection with any such action. No filing of, or amendment or supplement to, the Joint Proxy Statement or the Form S-4 will be made by Hann▇ ▇▇ Geon without providing the other party the opportunity to review and comment thereon. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Resulting Corporation Shares issuable in connection with the Consolidation for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to Geon or Hann▇, ▇▇ any of their respective affiliates, officers or directors, should be discovered by Geon or Hann▇ ▇▇▇ch should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto and an appropriate amendment or 35 44 supplement describing such information will be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of Geon and Hann▇. (b) The Company willGeon shall, as soon as practicable following the Proxy Trigger Datedate of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the Company "Geon Stockholders Meeting Meeting") for the purpose of approving this Agreement and obtaining the transactions contemplated herebyGeon Stockholder Approval. At Without limiting the Company Stockholders Meeting, Parent shall cause all generality of the shares foregoing, but subject to its rights pursuant to Section 4.2 and Section 7.1(g), Geon agrees that its obligations pursuant to the first sentence of Company Common Stock then owned this Section 5.1(b) will not be affected by Parent and Sub and the commencement, public proposal, public disclosure or communication to Geon of any of their Subsidiaries or affiliates to be voted in favor of the MergerGeon Takeover Proposal. (c) Notwithstanding Hann▇ ▇▇▇ll, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the "Hann▇ ▇▇▇ckholders Meeting") for the purpose of obtaining the Hann▇ ▇▇▇ckholder Approval. Without limiting the generality of the foregoing clauses (a) but subject to its rights pursuant to Section 4.3 and (bSection 7.1(d), in Hann▇ ▇▇▇ees that its obligations pursuant to the event that Parent first sentence of this Section 5.1(c) shall not be affected by the commencement, public proposal, public disclosure or communication to Hann▇ ▇▇ any other Subsidiary of Parent shall acquire at least 90% of Hann▇ ▇▇▇eover Proposal. (d) Hann▇ ▇▇▇ Geon will use all reasonable best efforts to hold the outstanding shares of Company Common Stock in Geon Stockholders Meeting and the Offer, Hann▇ ▇▇▇ckholders Meeting on the parties hereto agree, at the request of Sub, to take all necessary same date and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLdate hereof. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated hereby.

Additional Agreements. 6.1 Preparation of the Proxy Statement7.1. PREPARATION OF FORM F-4 AND PROXY STATEMENT; Company Stockholders Meeting; Merger without a Company Stockholders MeetingTHE STOCKHOLDERS MEETINGS. (a) As soon as practicable following the acceptance for payment date of and payment for shares of Company Common Stock by Sub in the Offerthis Agreement, the Company and Parent shall prepare and file with the SEC the Proxy StatementStatement and Parent shall prepare and file with the SEC the Form F-4, in which the Proxy Statement shall be included as a prospectus, together with any other documents required by the Securities Act or Exchange Act in connection with the Merger. Subject to the provisions of Section 7.5, the Proxy Statement shall include the recommendation of the Board of Directors of the Company in favor of the Merger. Each of the Company and Parent shall use reasonable efforts to have the Form F-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company shall use its best reasonable 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 as promptly as practicable after the earliest practicable dateForm F-4 is declared effective under the Securities Act. The Company, Parent and Sub, shall also take all reasonable actions necessary or advisable any action (other than qualifying to cause the Merger do business in any jurisdiction in which it is not now so qualified) required to be approved by shareholders and taken under any applicable securities laws of the United States or United Kingdom or "blue sky" laws in connection with the issuance of Parent Ordinary Shares pursuant to effect the Merger, and the Company shall furnish all information concerning the Company and the holders of the Company Common Stock and rights to acquire Company Common Stock pursuant to the Company Stock Option Plans and Company Warrants as may be reasonably requested in connection with any such action. (b) The Company willshall duly call, give notice of, convene and hold a meeting of its stockholders (the "Company Stockholders Meeting") for the purpose of obtaining the Required Company Votes, and, A-44 45 the Company's Board of Directors shall, subject to its fiduciary duties to stockholders (as soon as practicable following determined in good faith by the Proxy Trigger DateCompany's Board of Directors based upon the advice of counsel) and the terms of Section 7.5(b) of this Agreement, recommend to its stockholders that they approve the transactions contemplated by this Agreement. Parent shall vote or cause to be voted all the shares of Company Common Stock, if any, owned of record by Parent or any of its subsidiaries in favor of the transactions contemplated by this Agreement. (c) Parent shall duly call, give notice of, convene and hold the Company Stockholders Parent Shareholder Meeting for the purpose of approving obtaining the Required Parent Votes, and, Parent's Board of Directors shall, subject to its fiduciary duties to shareholders (as determined in good faith by Parent's Board of Directors based upon the advice of counsel) and Sections 7.5(e) and (f) of this Agreement and Agreement, recommend to its shareholders that they approve the transactions contemplated herebyby this Agreement. At the The Company Stockholders Meeting, Parent shall vote or cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted all Parent Ordinary Shares, if any, owned of record by the Company or any of its subsidiaries in favor of the Merger. transactions contemplated by this Agreement. Parent agrees that (ci) Notwithstanding there shall be presented at the foregoing clauses Parent Shareholder Meeting a resolution to authorize the Board of Directors of Parent to allot Parent Ordinary Shares pursuant to Section 80 of the Companies Act, without regard to Section 89 of the Companies Act, pursuant to that certain Deed of even date herewith between Parent, the Company, Therapeutic Antibodies U.K. Limited and Stua▇▇ ▇. ▇▇▇▇▇▇ (a▇▇e "Wall▇▇ ▇▇▇d") and (bii) Parent shall, through its Board of Directors, subject to its fiduciary duties to shareholders (as determined by Parent's Board of Directors based upon the advice of counsel), recommend to its shareholders that they vote in the event that Parent or any other Subsidiary favour of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLsuch resolution. (d) The Company shall use reasonable efforts to cause to be delivered to Parent shall "comfort" letters of PricewaterhouseCoopers LLP, the Company's independent public accountants, dated (i) cause Sub promptly to submit this Agreement a date within two Business Days before the date on which the Form F-4 shall become effective and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub Closing Date, and addressed to be voted Parent, in form reasonably satisfactory to Parent and customary in scope for adoption and approval of this Agreement and letters delivered by independent public accountants in connection with registration statements similar to the transactions contemplated hereby; and Form F-4. (iiie) Parent shall use reasonable efforts to cause to be taken all additional actions necessary delivered to the Company "comfort" letters of Mazars Nevi▇▇▇ ▇▇▇▇▇▇▇ ("▇azars"), Parent's independent public accountants, dated (i) a date within two business days before the date on which the Form F-4 shall become effective and (ii) the Closing Date, and addressed to the Company, in form reasonably satisfactory to the Company and customary in scope for Sub letters delivered by independent public accountants in connection with registration statements similar to adopt and approve this Agreement and the transactions contemplated herebyForm F-4.

Additional Agreements. 6.1 Preparation 7.1 Approval of the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. (a) As soon as practicable following the acceptance for payment of and payment for shares of Company Common Stock by Sub in the Offer, the Stockholders. The Company and Parent shall will prepare as soon as reasonably practicable the Information Statement and file with if the SEC the Proxy Statement. The Company shall use its best efforts holds a stockholders' meeting, a proxy statement, in form and substance reasonably acceptable to respond to all SEC comments Parent, with respect to the Proxy solicitation of written consents and/or proxies from the stockholders of the Company to approve this Agreement, the Merger and related matters. The Information Statement shall be in such form and contain such information so as to cause permit compliance by Parent with the Proxy requirements of Regulation D under the Securities Act in connection with the issuance of shares of Parent Common Stock in the Merger. The Information Statement shall include a solicitation of consents necessary to be mailed prevent the acceleration of stock options in connection with this Agreement from giving rise to a "parachute payment" under section 280G of the Code. Prior to the Company's stockholders Closing Date and at the earliest practicable date. The Company, Parent and Sub, shall take all reasonable actions necessary or advisable to cause the Merger to be approved by shareholders and to effect the Merger. (b) The Company will, as soon as practicable date following the Proxy Trigger Datedate hereof, duly callthe Company will solicit written consents from its stockholders seeking, give notice of, convene and or hold the Company Stockholders Meeting for the purpose of approving seeking, approval of this Agreement Agreement, the Merger and related matters. If the transactions contemplated hereby. At Company holds the Company Stockholders Meeting, Parent shall cause all the Board of Directors will solicit proxies from the Company's stockholders to vote such stockholders' shares at the Company Stockholders Meeting. In soliciting such written consent or proxies, the Board of Directors of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates will recommend to be voted in favor the stockholders of the Merger. Company that they approve this Agreement and the Merger and the Company shall use all reasonable efforts (ci) Notwithstanding to obtain the foregoing clauses approval of the stockholders of the Company entitled to vote on or consent to approve this Agreement and the Merger in accordance with the DGCL and the Restated Certificate and to approve the items necessary to prevent the acceleration of stock options in connection with this Agreement from giving rise to a "parachute payment" under section 280G of the Code, (aii) to cause each of the Securityholders who is not an "accredited investor" (as defined in Rule 501 under the Securities Act) to appoint a "purchaser representative" (as defined in Rule 501 under the Securities Act) in connection with evaluating the merits and risks of investing in Parent Common, and (b)iii) to obtain the agreement of the Preferred Securityholders that, in subject to the event that Parent or any other Subsidiary consummation of Parent shall acquire at least 90% of the Closing, the dividend on the outstanding shares of Company Common Preferred Stock in shall be deemed to cease to accrue on and after December 15, 2000, and (iv) to obtain the Offer, acknowledgement of the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause Securityholders that (A) the Merger to become effectiveConsideration shall be allocated as set forth on the Merger Consideration Spreadsheet, as soon as practicable after the expiration and such allocation is in full satisfaction of the Offer, without a meeting amounts such Securityholders are entitled to receive pursuant to Section B of stockholders Article Fourth of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; Restated Certificate and (iiiB) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated hereby.amount of

Additional Agreements. 6.1 Preparation (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 Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meetingcircumstances and the Engaged Group does not and will not at any future date object to or criticize ▇▇. ▇▇▇▇▇▇▇▇▇▇▇’▇ compensation arrangements. (aii) As soon The Board and all applicable committees of the Board shall take all necessary actions to seek the 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, Bylaws, and 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 solicit stockholder approval of, the Declassification Proposal at the 2021 Annual Meeting, and all directors and executive officers of the Company agree to vote all Voting Securities (as practicable following defined below) Beneficially Owned by them and over which they have voting control in favor of the acceptance for payment of and payment for shares of Company Common Stock by Sub in Declassification Proposal. Without limiting the Offerforegoing, the Company agrees to (A) engage a nationally recognized proxy solicitor on reasonable and Parent shall prepare customary terms to solicit stockholder approval of the Declassification Proposal and file (B) to adjourn the 2021 Annual Meeting for up to two (2) weeks (with the SEC length of any such adjournment to be determined by the Proxy Statement. The Company shall use its best efforts in reasonable consultation with the Engaged Group and consistent with the desire to respond approve the Declassification Proposal) to all SEC comments with respect solicit additional stockholder support for the Declassification Proposal if as of immediately prior 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 to be approved by shareholders and to effect the Merger. (b) The Company 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 commencement of the shares 2021 Annual Meeting at least 66 and 2/3% of Company the outstanding Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be has not voted in favor of the MergerDeclassification Proposal. (ciii) Notwithstanding The Engaged Group hereby irrevocably withdraws the foregoing clauses Nomination Letter. (aiv) The Engaged Group agrees (A) to cause its Affiliates (as defined below) to comply with the terms of this Agreement and (b)B) that it shall be responsible for any breach of this Agreement by any such Affiliate. 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 event that Parent or any other Subsidiary case of Parent shall acquire at least 90% a Replacement Director), the New Director has submitted to the Company a fully completed copy of the outstanding shares Company’s standard director & officer questionnaire and other customary director onboarding documentation required by the Company in connection with the appointment or election of Company Common Stock in new Board members. (vi) During the OfferCooperation Period, the parties hereto agreeEngaged Group agrees that it shall, and shall cause each of its Affiliates to, appear in person or by proxy or participate virtually at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration each annual or special meeting of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent or take any action by written consent of sole stockholderthe 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; (iiC) cause in favor of the shares appointment of capital stock the Company’s auditor(s), (D) in favor of Sub 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 Engaged Group shall be permitted to vote in accordance with ISS’s or Glass ▇▇▇▇▇’▇ recommendation; provided, further, that the 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 Cooperation Period, (A) upon written request from the Company, the Engaged Group will promptly provide the Company with information regarding the amount of the securities of the Company then Beneficially Owned by the Engaged Group and the maximum amount of the securities of the Company Beneficially Owned by the Engaged Group at any time during the Cooperation Period (the “Maximum Ownership Amount”) and (B) the 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 voted 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 adoption information from any governmental authority with jurisdiction over the Company. (viii) During the Cooperation Period, the Board and approval all applicable committees of this Agreement and the transactions contemplated hereby; and Board shall not increase the size of the Board to more than eleven (iii11) cause 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 be taken all additional actions necessary for Sub to adopt and approve this Agreement and meet with or otherwise discuss matters regarding the transactions contemplated herebyCompany with the Company’s Lead Director at a mutually agreeable time once per fiscal quarter.

Additional Agreements. 6.1 Preparation Subject to the terms and conditions of this Agreement, the Proxy StatementParties shall use commercially reasonable efforts to cause to be taken all actions necessary to make effective the Contemplated Transactions. The Company: (i) shall make all Filings (if any) required to be made and given by such Party in connection with the Contemplated Transactions; and (ii) shall use reasonable best efforts to obtain each Consent (if any) reasonably required to be obtained pursuant to any applicable Legal Requirement, Contract or otherwise by the Company Stockholders Meetingin connection with the Contemplated Transactions or for any such Contract to remain in full force and effect; Merger without provided that the Company shall not be required to pay any cash amount or agree to any modifications or concessions to obtain any such Consent and failure to obtain any such Consent shall not prevent any condition to the Contemplated Transactions from being satisfied or give rise to a Company Stockholders Meeting. termination event under ARTICLE X of this Agreement. Buyer hereby agrees to (a) As soon as practicable following the acceptance for payment of and payment for shares of Company Common Stock by Sub in the Offer, cooperate with the Company in all reasonable respects and Parent shall prepare and file to provide any necessary documentation or information reasonably required by the Company in connection with the SEC foregoing, as well as (b) to make all Filings (if any) required to be made or given by Buyer in connection with the Proxy StatementContemplated Transactions. The Company Subject to the terms and conditions of this Agreement, each Party shall use its reasonable best efforts to respond to all SEC comments with respect satisfy the conditions precedent 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 to be approved by shareholders and to effect the Merger. (b) The Company 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 shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders obligations of the Company, in accordance with Section 253 the case of Buyer, or Buyer, in the case of the DGCL. Company, to consummate the Contemplated Transactions. The Company shall provide prompt (dand, in any event, within two (2) Parent shall Business Days upon the occurrence of such an event) written notice to Buyer of (i1) cause Sub promptly to submit this Agreement the liquidation, insolvency or bankruptcy of any home improvement contractors or residential solar energy system installers of the Company and the transactions contemplated hereby Company Subsidiaries (collectively, the “Contractors”), or (2) any discounts, rebates, or write ups, write downs, write offs or impairments, including any non-cash charges or provision for approval credit losses, of any short-term capital advances the Company provides to such Contractors. Notwithstanding anything to the contrary in this Agreement, none of Buyer or any of its Subsidiaries shall be required to, and adoption by its parent by the Company may not and may not permit any Subsidiary to, without the prior written consent of sole stockholder; Buyer, become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (iiA) cause sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of the shares Company, Buyer or any Subsidiary of capital stock either of Sub to be voted for adoption and approval the foregoing, (B) conduct, restrict, operate, invest or otherwise change the assets, the business or portion of this Agreement and the transactions contemplated hereby; and business of the Company, Buyer or any Subsidiary of either of the foregoing in any manner or (iiiC) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and impose any restriction, requirement or limitation on the transactions contemplated herebyoperation of the business or portion of the business of the Company, Buyer or any Subsidiary of either of the foregoing.

Additional Agreements. 6.1 Preparation 8.1 Access Pending the Closing. During the period commencing on the date of the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. (a) As soon as practicable following the acceptance for payment of and payment for shares of Company Common Stock by Sub in the Offer, 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 to be approved by shareholders and to effect the Merger. (b) The Company 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 continuing through the Closing Date, DTI Holdings and Seller, upon reasonable prior notice from Parent or Buyer to DTI Holdings or Seller, will (i) afford to Parent and Buyer and their representatives, at all reasonable times during normal business hours, full and complete access to DTI Holdings' and Seller's personnel, professional advisors, properties, contracts, Books and Records and other documents and data (including access to all Source Code related to the Products), (ii) furnish Parent and Buyer and their representatives with copies of all such Contracts, Books and Records, and other existing documents and data as Parent and Buyer may reasonably request, and (iii) furnish Parent and Buyer and their representatives with such additional financial (including Tax Returns and supporting documentation), operating, and other data and information as Parent and Buyer may reasonably request, in each case relating to the Business. No information or knowledge obtained in any investigation pursuant to this Section 8.1 shall affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties hereto to consummate the transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all . 8.2 Operation of the shares of Company Common Stock then owned Business by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of Seller. Between the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval date of this Agreement and the transactions contemplated herebyClosing Date, unless otherwise agreed in writing by Parent or Buyer, Seller will: (a) except as otherwise allowed or required pursuant to the terms of this Agreement, conduct the Business in the Ordinary Course of Business; (b) pay the Liabilities of the Business when due; (c) pay or perform other obligations of the Business when due; (d) use commercially reasonable, good faith efforts to preserve intact the current business organization of Seller relating to the Business, keep available the services of the Designated Employees, and maintain the relations and goodwill with the suppliers, customers, distributors, licensors, licensees, landlords, trade creditors, employees, agents and others having business relationships with Seller relating to the Business, with the goal of preserving unimpaired the goodwill and ongoing business of the Business as of the Closing; (e) confer with Parent and Buyer concerning business or operational matters relating to the Business of a material nature; (f) use commercially reasonable, good faith efforts to maintain all of the Acquired Assets in their current condition, ordinary wear and tear excepted and, in the event of any material damage to or destruction of any of the Acquired Assets prior to the Closing Date, promptly replace, repair or restore such Acquired Assets; (g) maintain the Books and Records in the usual, regular and ordinary manner, on a basis consistent with prior years; and (h) report to Parent and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and Buyer concerning any event or occurrence not in the transactions contemplated herebyOrdinary Course of Business or any material event involving the Business, the Products, the Acquired Assets or any Designated Employee.

Additional Agreements. 6.1 5.1. Preparation of the Schedule 13E-3 and Proxy Statement; Company Stockholders Meeting; Merger without a the Company Stockholders Meeting. (a) As soon Acquiror will, as practicable following the acceptance for payment of and payment for shares of Company Common Stock by Sub in the Offerpromptly as practicable, the Company and Parent shall prepare and file with the SEC the Proxy Statement. The Company shall use SEC, and will cause its best efforts Affiliates to respond to all SEC comments with respect cooperate, to the Proxy extent necessary, in such preparation and filing, a Rule 13e-3 Transaction Statement on Schedule 13E-3 (the "Schedule 13E-3"). Acquiror will use all reasonable efforts, and will cause its Affiliates to cooperate, to the extent necessary, to cause the Proxy Statement Schedule 13E-3 to be mailed to stockholders of the Company's stockholders Company at the earliest practicable date. The Company, Parent and Sub, shall take all reasonable actions necessary or advisable to cause the Merger to be approved by shareholders and to effect the Merger. (b) The Company will, as promptly as practicable, prepare and file with the SEC a proxy statement in connection with the vote of the Company's stockholders with respect to the Merger and this Agreement (such proxy statement, together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company's stockholders, are herein called the "Proxy Statement"). The Company will use all reasonable efforts to cause the Proxy Statement to be mailed to stockholders of the Company at the earliest practicable date. (c) The Company shall (i) as soon as practicable following the Proxy Trigger Datedate of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the "Company Stockholders Meeting Meeting") for the purpose of approving obtaining the Required Company Votes, and (ii) through its Board of Directors and the Special Committee, recommend to its stockholders that they approve the transactions contemplated by this Agreement and shall not withdraw, modify or change such recommendation, or recommend any other offer or proposal, at any time prior to the transactions contemplated hereby. At conclusion of the Company Stockholders Meeting, Parent shall cause all . Notwithstanding clause (ii) of the shares immediately preceding sentence of Company Common Stock then owned by Parent and Sub and any this subsection 5.1(c), the Special Committee or the Board of their Subsidiaries or affiliates to be voted in favor Directors of the Company (with the concurrence of the Special Committee) may at any time prior to the Effective Time withdraw, modify or change any recommendation regarding this Agreement or the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or recommend any other Subsidiary offer or proposal, if the Special Committee or the Board of Parent shall acquire at least 90% Directors of the outstanding shares of Company Common Stock in (with the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration concurrence of the OfferSpecial Committee) after consultation with its counsel, without a meeting of stockholders of the Company, determines that taking any such action is required in accordance with Section 253 its legal duties to the Company's stockholders under applicable law; provided, such withdrawal, modification, change or recommendation shall not affect or excuse the performance, or cure any breach, of, any obligation of the DGCL. Company hereunder (dother than that set forth in clause (ii) Parent shall of the immediately preceding sentence of this subsection 5.1(c)), including, but not limited to, the requirements in clause (i) cause Sub promptly to submit of the immediately preceding sentence of this Agreement subsection 5.1(c) and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated herebyrequirements in Section 5.5.

Additional Agreements. 6.1 Preparation of the Proxy StatementSection 5.1 PREPARATION OF THE FORM S-4 AND THE JOINT PROXY STATEMENT; Company Stockholders Meeting; Merger without a Company Stockholders MeetingSTOCKHOLDERS MEETINGS. (a) As soon as practicable following the acceptance for payment date of and payment for shares of Company Common Stock by Sub in the Offerthis Agreement, the Company and Parent Acquiror shall prepare and file with the SEC the Joint Proxy StatementStatement and Acquiror shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of the Company and Acquiror shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company shall will use its all reasonable best efforts to respond to all SEC comments with respect to the Proxy Statement and to cause the Joint Proxy Statement to be mailed to the Company's stockholders at the earliest practicable date. The Companystockholders, Parent and Sub, shall take Acquiror will use all reasonable actions necessary or advisable best efforts to cause the Merger Joint Proxy Statement to be approved mailed to Acquiror's stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Acquiror shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Acquiror Common Stock in the Merger and the Company shall furnish all information concerning the Company and the holders of the Company Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 will be made by shareholders Acquiror or to the Joint Proxy Statement will be made by Acquiror or the Company without providing the other party the opportunity to review and comment thereon. Acquiror will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to effect the MergerEffective Time any information relating to the Company or Acquiror, or any of their respective affiliates, officers or directors, should be discovered by the Company or Acquiror which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Company and Acquiror. (b) The Company willshall, as soon as practicable following the Proxy Trigger Datedate of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the "Company Stockholders Meeting Meeting") for the purpose of approving obtaining the Company Stockholder Approval and shall, through its Board of Directors, recommend to its stockholders the approval and adoption of this Agreement Agreement, the Merger and the other transactions contemplated hereby. At Without limiting the generality of the foregoing but subject to its rights pursuant to Section 4.2 and Section 7.1(f), the Company Stockholders Meetingagrees that its obligations pursuant to the first sentence of this Section 5.1(b) shall not be affected by the commencement, Parent shall cause all public proposal, public disclosure or communication to the Company of the shares of any Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the MergerTakeover Proposal. (c) Notwithstanding Acquiror shall, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the "Acquiror Stockholders Meeting") for the purposes of obtaining the Acquiror Stockholder Approval and the 40 50 change of Acquiror's name to "Newe▇▇ ▇▇▇bermaid Inc." and shall, through its Board of Directors, recommend to its stockholders the approval of the issuance of Acquiror Common Stock to be issued pursuant to this Agreement. Without limiting the generality of the foregoing clauses (a) but subject to its rights pursuant to Section 4.3 and (bSection 7.1(d), in Acquiror agrees that its obligations pursuant to the event that Parent first sentence of this Section 5.1(c) shall not be affected by the commencement, public proposal, public disclosure or communication to Acquiror of any other Subsidiary of Parent shall acquire at least 90% of Acquiror Takeover Proposal. (d) Acquiror and the outstanding shares of Company Common Stock in will use all reasonable efforts to hold the Offer, Company Stockholders Meeting and the parties hereto agree, at Acquiror Stockholders Meeting on the request of Sub, to take all necessary same date and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLdate hereof. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated hereby.

Additional Agreements. SECTION 6.1 Preparation of the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders MeetingPREPARATION OF THE FORM S-4, PROXY/INFORMATION STATEMENT . (aA) As soon promptly as practicable following the acceptance for payment date of and payment for shares of Company Common Stock by Sub in the Offerthis Agreement, the Company and Parent shall prepare and file with the SEC (and the Proxy Company shall cooperate and participate in the preparation of) a Registration Statement on Form S-4 (the "Form S-4"), in which an information statement (the "Proxy/Information Statement") shall be included as a 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 6.10 of the Company Disclosure Schedule to be resold by such affiliates as provided in the last sentence of this Section 6.1(a), subject to the Initial Lock-Up Period and the Lock-Up Period.). The Each of Parent and the Company shall use its their reasonable best efforts to respond to all SEC comments have the Form S-4 and the Resale Prospectus declared effective under the Securities Act and the Proxy/Information Statement "cleared" by the SEC's staff for mailing in connection with respect to the Proxy Statement and to Company Shareholder Meeting as promptly as practicable after such filing. As promptly as practicable after the Form S-4 is declared effective, the Company shall cause the Proxy Proxy/Information Statement to be mailed to its shareholders. In the Company's stockholders at event that the earliest practicable date. The CompanyResale Prospectus has not remained in effect, Parent shall file, with the SEC, no later than one (1) year after the Effective Date, a registration statement under the Securities Act and Sub, shall take a resale prospectus covering all reasonable actions necessary or advisable shares subject to cause the Merger to be approved Resale Prospectus and those shares held by shareholders and to effect affiliates of the MergerParent. (bB) The Company willand Parent shall cooperate with one another (i) in connection with the preparation of the Proxy/Information Statement and the Form S-4, as soon as practicable following the Proxy Trigger Date, duly call, give notice (ii) in determining whether any other action by or in respect of, convene and hold the Company Stockholders Meeting for the purpose of approving this Agreement and the transactions contemplated hereby. At the Company Stockholders Meetingor filing with, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries governmental body, agency or affiliates official, or authority or any actions, consents, approvals or waivers are required to be voted obtained from parties to any leases and other material contracts in favor connection with the consummation of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause in seeking any such actions, consents, approvals or waivers or making any such filings, furnishing information required in connection therewith or with the Proxy/Information Statement or the Form S-4 and seeking timely to obtain any such actions, consents, approvals or waivers. (C) Parent shall use its commercially reasonable efforts to obtain consent from its shareholders for all other actions contemplated herein which require the consent of the shareholders of Parent, including without limitation the actions set forth in Section 6.9. (D) The Company shall furnish to Parent and to Parent's independent certified public accountants such workpapers and supporting documentation, as well as such consents by the Company's independent public certified accountants, as Parent or Parent's independent certified public accountants may reasonably require in order to include the Company's financial statements and the related reports of Company's independent certified public accountants in Parent's filing with the SEC on Form S-4 or any other filing required to be taken made by Parent with the SEC. (E) On or prior to the filing of Parent's registration statement on Form S-4 contemplated by this Agreement, the Company shall have furnished or arranged to be furnished to Parent and to Parent's independent certified public accountants such Company financial statements, audited and unaudited (including, without limitation, the Company Financial Statements and financial statements for such additional periods as may be required under applicable laws and regulations), workpapers and supporting documentation, as well as such consents by the Company's independent public certified accountants, as are Parent or Parent's independent certified public accountants shall have reasonably requested or may reasonably require in order to include the Company financial statements and the related reports of Company's independent certified public accountants, in satisfaction of all additional actions necessary for Sub applicable SEC rules and regulations, in Parent's registration statement on Form S-4 to adopt and approve be filed with the SEC as contemplated by this Agreement and rely upon the transactions same. The Company's financial statements included in the Form S-4 shall, at the time of filing of the Form S-4, satisfy the relevant SEC financial reporting and filing requirements. (F) On or prior to the Effective Time, the Company shall have furnished or arranged to be furnished to Parent and to Parent's independent certified public accountants such workpapers and supporting documentation, as well as such consents by the Company's independent public certified accountants, as are Parent or Parent's independent certified public accountants shall have reasonably requested or may reasonably require in order to include the Company financial statements and the related reports of Company's independent certified public accountants, in satisfaction of all applicable SEC rules and regulations, in Parent's registration statement on Form S-4 as the same shall have been amended, if at all, by Parent and as the Parent same shall have requested acceleration of effectiveness by the SEC as contemplated herebyby this Agreement, and rely upon the same. The Company's financial statements included in the Form S-4 shall, at the time of effectiveness of the Form S-4, satisfy the relevant SEC financial reporting and filing requirements. (G) On or prior to the Effective Time, and in any event, as required prior to such date in connection with any filings or disclosures Parent may deem necessary to make under applicable securities laws, the Company will furnish to Parent and to Parent's independent certified public accountants such financial statements, and such workpapers and supporting documentation, as well as such consents by the Company's independent public certified accountants, as Parent or Parent's independent certified public accountants have reasonably requested or may reasonably require in order to include the Company Financial Statements and the related reports of Company's independent certified public accountants in Parent's filing with the SEC on Form 8-K covering this Agreement or in other disclosures or filings that Parent may deem it necessary to make under applicable securities laws, and rely upon the same.

Additional Agreements. 6.1 Preparation of the Proxy StatementSECTION 7.1. SHAREHOLDER APPROVAL; Company Stockholders Meeting; Merger without a Company Stockholders MeetingPREPARATION OF S-4 AND PROXY STATEMENT/PROSPECTUS. (a) As If approval of the Company's stockholders is required by applicable law in order to consummate the Merger other than pursuant to Section 253 of Delaware Law, following the acceptance for exchange of Shares pursuant to the Offer, Parent and the Company shall, as soon as practicable following the acceptance for payment of and payment for shares of Company Common Stock by Sub in Shares pursuant to the Offer, prepare and the Company shall file with the SEC the Company Proxy Statement and Parent and the Company shall prepare and Parent shall file with the SEC a post-effective amendment to the Form S-4 (the "POST-EFFECTIVE AMENDMENT") for the offer and sale of the Parent Common Stock pursuant to the Merger and in which the Company Proxy Statement will be included as a prospectus. Each of the Company and Parent shall prepare and file with use all reasonable efforts to have the SEC Post-Effective Amendment declared effective under the Proxy StatementSecurities Act as promptly as practicable after such filing. The Company shall will use its best all reasonable efforts to respond to all SEC comments with respect to the Proxy Statement and to cause the Company Proxy Statement to be mailed to the Company's stockholders at as promptly as practicable after the earliest practicable datePost-Effective Amendment 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 Offer and the Merger and the Company shall furnish all information concerning the Company and the holders of capital stock of the Company as may be reasonably requested in connection with any such action and the preparation, filing and distribution of the Company Proxy Statement. No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to, the Post-Effective Amendment will be made by Parent, or the Company Proxy Statement will be made by the Company, without providing the other party a reasonable opportunity to review and comment thereon. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Post-Effective Amendment has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Post-Effective Amendment or comments thereon and responses thereto or requests by the SEC for additional information. The Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for the amendment of the Company Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to either of the Post-Effective Amendment or the Company Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Company, Parent and Sub, shall take all reasonable actions necessary or advisable to cause the Merger to be approved by shareholders and to effect the Merger. (b) The If approval of the Company's stockholders is required by applicable law in order to consummate the Merger, the Company willshall establish, prior to or as soon as practicable following the Proxy Trigger Datedate 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) for, duly call, give notice of, convene and hold a meeting of its stockholders (the "COMPANY STOCKHOLDERS MEETING") for the purpose of considering and taking action upon this Agreement and the Merger and (with the consent of Parent) such other matters as may in the reasonable judgment of the Company be appropriate for consideration at the Company Stockholders Meeting. Once the Company Stockholders Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Stockholders Meeting (other than for the purpose absence of approving a quorum) without the consent of Parent. Subject to the Company's right, pursuant to Section 1.2(b) hereof, to withdraw or modify the Recommendations, the Board of Directors of the Company shall include in the Post-Effective Amendment and the Company Proxy Statement a copy of the Recommendations as such Recommendations pertain to the Merger and this Agreement. Notwithstanding the foregoing, if approval of the Company's stockholders is required by applicable law in order to consummate the Merger, the Board of Directors of the Company shall submit this Agreement and the transactions contemplated hereby. At Merger for approval to the Company's stockholders whether or not the Board of Directors of the Company Stockholders Meeting, Parent shall cause all determines in accordance with Section 1.2(b) after the date hereof that this Agreement and the Merger are no longer advisable and recommends that the stockholders of the shares Company reject it. Unless the Board of Directors of the Company Common Stock then owned by Parent has withdrawn its recommendation of this Agreement and Sub and any the Merger in compliance with this Section 1.2(b), the Company shall use its reasonable best efforts to solicit from stockholders of their Subsidiaries or affiliates to be voted the Company proxies in favor of this Agreement and the Merger and shall take all other actions necessary or advisable to secure the vote or consent of stockholders required by Delaware Law to effect the Merger. (c) Notwithstanding the foregoing clauses (a) and (b)) above, in the event that Parent or any other Merger Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock Shares in the Offer, the parties hereto agree, at the request of Sub, to shall take all necessary and appropriate action actions to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLDelaware Law. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated hereby.

Additional Agreements. 6.1 Preparation of the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. (a) As soon as practicable following the acceptance for payment of The Stockholder agrees that it will cause its Affiliates and payment for shares of Company Common Stock by Sub in the Offer, the Company and Parent shall prepare and file Associates to comply with the SEC terms of this Agreement and shall be responsible for any breach of this Agreement by any such Affiliate or Associate. As used in this Agreement, (i) the Proxy Statement. The Company terms “Affiliate” and “Associate” shall use its best efforts have the respective meanings set forth in Rule 12b-2 promulgated by the Exchange Act and shall include all persons or entities that at any time during the term of this Agreement become Affiliates or Associates of any person or entity referred to respond in this Agreement and (ii) a breach of this Agreement by an Affiliate or Associate of any member of the Stockholder, if such Affiliate or Associate is not a party hereto, shall be deemed to all SEC comments with respect occur if such Affiliate or Associate engages in conduct that would constitute a breach of this Agreement if such Affiliate or Associate was a party hereto to the Proxy Statement and to cause same extent as 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 to be approved by shareholders and to effect the MergerStockholder. (b) During the term of this Agreement, upon written request from the Company, the Stockholder will promptly provide the Company with information regarding the amount of Common Stock then beneficially or economically owned by the Stockholder. (c) The Company will, as soon as practicable following agrees that the Proxy Trigger Date, duly call, give notice of, convene and Board shall take all necessary actions to hold the 2023 Annual Meeting on a date that is within 30 days before or after the date that is the one-year anniversary of the Company’s 2022 annual meeting of stockholders (i.e., within 30 days before or after July 15, 2023). Once the date for the 2023 Annual Meeting has been established and disclosed by the Company, except to the extent required by applicable law, any court of competent jurisdiction, or any governmental or regulatory body, including the SEC and the NYSE, the Company Stockholders shall not change the date for the 2023 Annual Meeting without the written consent of the Stockholder (such consent not to be unreasonably withheld, conditioned or delayed); provided, for the avoidance of doubt, that the Company may adjourn and postpone the 2023 Annual Meeting for the purpose of approving this Agreement and the transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and meeting any of their Subsidiaries or affiliates to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLrequisite quorum requirement. (d) Parent No later than the earliest date pursuant to which stockholder nominations for director elections are permitted pursuant to the Bylaws with respect to the 2024 annual meeting of stockholders, the Company shall (iprovide notice to the Stockholder, the New Director and/or any Replacement Director or Substitute Director, as applicable, if the Company does not plan to include such director(s) cause Sub promptly in its slate of nominees recommended by the Board in the Company’s proxy statement and on its proxy card relating to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent Company’s 2024 annual meeting of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated herebystockholders.

Additional Agreements. 6.1 Preparation of the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. (a) As soon as practicable following the acceptance for payment of and payment for shares of Company Common Stock by Sub in the Offer, the Company and Parent shall prepare and file with the SEC the Proxy StatementBlue Sky. The Company shall use its best efforts cooperate with Parent with respect to respond to all SEC comments any qualification for exemption from registration under federal securities laws, or for qualification or exemption under state securities or "blue sky" laws, pursued by Parent with respect to the Proxy Statement and to cause the Proxy Statement shares of Parent Common Stock to be mailed issued pursuant to this Agreement. Without limiting the generality of the foregoing, the Company shall promptly: (i) provide to Parent all pertinent information concerning the Company's stockholders at , its capital stock and the earliest practicable date. The Company, Parent Company Shareholders; and Sub, shall take all reasonable actions necessary (ii) promptly review and comment on any documents or advisable to cause the Merger to be approved drafts supplied by shareholders and to effect the MergerParent. (b) The Access to Information; Disclosure Schedule Updates. (i) Upon reasonable notice, Company willshall afford Parent and its accountants, counsel and other representatives, reasonable access during normal business hours during the period prior to the Effective Time or the earlier termination of this Agreement in accordance with its terms, provided that such access does not cause disruption to the day-to-day operation of Company, to (i) all of Company's properties, books, contracts, commitments and records, and (ii) all other information concerning the business, properties and personnel of Company as soon Parent may reasonably request. Company agrees to provide to Parent and its accountants, counsel and other representatives copies of internal financial statements promptly upon request. (ii) Subject to compliance with applicable law, from the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, Company and Parent shall confer on operational matters of materiality and the general status of ongoing operations of Company. (iii) No information or knowledge obtained in any investigation after the Execution Date pursuant to this Section 6.2 shall affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the Merger; provided, however that Company shall promptly inform Parent of any such information or knowledge obtained in its investigation which would reasonably be likely to have a Company Material Adverse Effect. Additionally, during the period from the date hereof and prior to the Effective Time or the earlier termination of this Agreement in accordance with its terms, Company shall promptly notify Parent in writing of: (A) the discovery of any event, condition, fact or circumstance which causes, caused, constitutes or constituted a breach of any representation or warranty made by Company in this Agreement or any other agreement contemplated hereby to the extent that such event, condition, fact or circumstance would cause the condition in Section 7.3(a) of this Agreement not to be satisfied; (B) any material breach of any covenant or obligation by Company; and (C) any event, condition, fact or circumstance that may make the timely satisfaction of any of the covenants or conditions set forth in this Article VI or Article VII impossible or unlikely. (iv) If any event, condition, fact or circumstances that is required to be disclosed pursuant to Section 6.2(c) requires any material change in Company's Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming Company's Disclosure Schedule were dated as practicable following of the Proxy Trigger Datedate of the occurrence, duly callexistence or discovery of such event, give notice ofcondition, convene and hold fact or circumstances, then Company shall promptly deliver to Parent an update to its Disclosure Schedule specifying such change (a "Disclosure Schedule Update"). Notwithstanding anything therein to the Company Stockholders Meeting contrary, no such update shall be deemed to supplement or amend Company's Disclosure Schedule for the purpose of approving this Agreement and (A) determining the transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all accuracy of any of the shares of Company Common Stock then owned representations and warranties made by Parent and Sub and such party in this Agreement, or (B) determining whether any of their Subsidiaries or affiliates to be voted the conditions set forth in favor of the MergerArticle VII has been satisfied. (cv) Notwithstanding Company shall provide Parent and its accountants, counsel and other representatives reasonable access, during normal business hours during the foregoing clauses (a) period prior to the Effective Time, to all of Company's Tax Returns and (b)other records and workpapers relating to Taxes, in provided that such access does not cause disruption to the event that day-to-day operation of Company, and shall provide to Parent or any other Subsidiary of Parent shall acquire at least 90% of and its representatives the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at following information promptly upon the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall Parent: (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption types of Tax Returns being filed by its parent by written consent of sole stockholder; Company in each taxing jurisdiction, (ii) cause the shares year of capital stock the commencement of Sub to be voted for adoption and approval the filing of this Agreement and the transactions contemplated hereby; and each such type of Tax Return, (iii) cause all closed years with respect to be taken each such type of Tax Return filed in each jurisdiction, (iv) all additional actions necessary material Tax elections filed in each jurisdiction by Company, (v) any deferred intercompany gain with respect to transactions to which Company has been a party, and (vi) receipts for Sub any Taxes paid to adopt and approve this Agreement and the transactions contemplated herebyforeign Tax authorities.

Additional Agreements. 6.1 Preparation of the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. (a) As soon as practicable following For the acceptance for payment avoidance of and payment for shares of Company Common Stock by Sub in the Offerdoubt, the Company and Parent shall prepare and file with agrees that both (i) the SEC the Proxy Statement. The Company shall use its best efforts to respond to all SEC comments with respect Conversion Price Voluntary Adjustment in Section 2(a) of this Agreement will cause an adjustment to the Proxy Statement number of Conversion Shares and to cause (ii) the Proxy Statement to be mailed adjustment 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 to be approved by shareholders and to effect the Merger. (b) The Company 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 number of approving this Agreement and the transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all shares of Common Stock issuable upon exercise of the shares of Company Common Stock then owned by Parent and Sub and Warrants (without any of their Subsidiaries regard to any limitation or affiliates restriction on conversion or exercise set forth therein) pursuant to be voted in favor Section 2(c) of the Merger. (c) Notwithstanding the foregoing clauses (aWarrants and Sections 2(a) and (b)2(b) herein, in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of will require the Company, in accordance with Section 253 2(d) of the DGCLRRA, to amend the Registration Statement on Form S-1 with Registration No. 333-266848 (if permissible) or file a new registration statement with the SEC, or both, so as to cover at least the Required Registration Amount (as defined in the RRA) as of the Trading Day immediately preceding the date of the filing of such amendment or new registration statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the Closing Date. (b) At any time after the date hereof, so long as (i) no Equity Conditions Failure occurs as of the Company Optional Redemption Notice Date (as defined below) or the Company Optional Redemption Date (as defined below) and (ii) the Company has sufficient resources to effect a Company Optional Redemption (as defined below) on the Company Optional Redemption Notice Date and on the Company Optional Redemption Date (the conditions set forth in clauses (i) and (ii) collectively, the “Company Optional Redemption Conditions”), the Company shall have the right to redeem all or a portion of the Conversion Amount then remaining under the Note, provided that, if the Company elects to redeem less than all of this Note, the Company shall not redeem less than $1,000,000 of the Conversion Amount of this Note (the “Company Optional Redemption Amount”) as designated in the Company Optional Redemption Notice (as defined below) on the Company Optional Redemption Date (a “Company Optional Redemption”). The Note subject to redemption pursuant to this Section 5(b) shall be redeemed by the Company on the Company Optional Redemption Date in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company at a price equal to 100% of the Conversion Amount to be redeemed. The Company may exercise its right to require redemption under this Section 5(b) by delivering a ten (10) Trading Days prior written notice thereof by electronic mail and overnight courier to the Holder (the “Company Optional Redemption Notice” and the date the Holder received such notice is referred to as the “Company Optional Redemption Notice Date”). The Company Optional Redemption Notice shall be irrevocable. The Company Optional Redemption Notice shall (i) state the date on which the Company Optional Redemption shall occur (the “Company Optional Redemption Date”), which date shall be the tenth (10th) Trading Day immediately following the Company Optional Redemption Notice Date, (ii) state the aggregate Conversion Amount of the Notes which the Company has elected to be subject to the Company Optional Redemption from the Holder on the Company Optional Redemption Date, (iii) state the applicable Company Optional Redemption Price and (iv) certify that each Company Optional Redemption Condition has been satisfied as of the Company Optional Redemption Notice Date and that the Company Optional Redemption Conditions are expected to be satisfied on the Company Optional Redemption Date. If after the Company Optional Redemption Notice Date when the Company confirmed that the Company Optional Redemption Conditions have been satisfied as of the Company Optional Redemption Notice Date, one or more Company Optional Redemption Conditions fail or is reasonably expected to fail on the Company Optional Redemption Date, the Company shall promptly, but in any event within one (1) Business Day of such failure or of the Company becoming aware of such expected failure, provide the Holder a subsequent written notice to that effect. If a Company Optional Redemption Condition fails (which is not waived in writing by the Holder) on the Company Optional Redemption Date, then the Company Optional Redemption shall be null and void with respect to all or any part designated by the Holder of the unconverted Company Optional Redemption Amount and the Holder shall be entitled to all the rights of a holder of this Note with respect to such amount of the Company Optional Redemption Amount. Notwithstanding anything to the contrary in this Section 5(b), until the Company Optional Redemption Price is paid in full, the Company Optional Redemption Amount may be converted, in whole or in part, by the Holder into shares of Common Stock pursuant to Section 3 of the Note. All Conversion Amounts converted by the Holder after the Company Optional Redemption Notice Date shall reduce the Company Optional Redemption Amount of this Note required to be redeemed on the Company Optional Redemption Date, unless the Holder otherwise indicates in the applicable Conversion Notice. Company Optional Redemptions made pursuant to this Section 5(b) shall be made in accordance with Section 11 of the Note. To the extent redemptions required by this Section 5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 5(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. If the Company elects to cause a Company Optional Redemption pursuant to this Section 5(b), then it must simultaneously take the same action in the same proportion with respect to the Other Notes, if any. (c) The Company shall provide each stockholder entitled to vote at the next special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than April 1, 2023 (the “Stockholder Meeting Deadline”), a proxy statement, in the form which has been previously reviewed by the Buyers and S▇▇▇▇▇▇ R▇▇▇ & Z▇▇▇▇ LLP, at the expense of the Company, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approving the increase of the authorized shares of Common Stock from 250,000,000 to 500,000,000) (such affirmative approval being referred to herein as the “Stockholder Approval” and the date the Stockholder Approval is obtained is referred to herein as the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve such resolutions. The Company shall be obligated to use its reasonable best efforts to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held every ninety (90) days thereafter until such Stockholder Approval is obtained. (d) Parent shall Notwithstanding Section 9(a) of the Note and Section 4(l) of the SPA (as amended hereby) to the contrary, until the earlier to occur of (i) cause Sub promptly to submit this Agreement the Stockholder Approval Date and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the Stockholder Meeting Deadline, the Holder hereby waives the Company’s requirement to reserve for issuances 200% of the number of shares of capital Common Stock issuable pursuant to the terms of the Note; provided, that during such period the Company shall be required to reserve for issuances 100% of the number of shares of Common Stock issuable pursuant to the terms of the Note. (e) To the extent the Holder converts any portion of the Note during the ten (10) consecutive Trading Day period starting on January 6, 2023 (the “Applicable Conversion Period”), the Holder shall, on the first (1st) Business Day immediately following the end of the Applicable Conversion Period, release to the Company an amount of cash from the Control Account equal to 20% of the Conversion Amount converted during the Applicable Conversion Period if the VWAP of the Common Stock on each Trading Day during the Applicable Conversion Period equals or exceeds $0.20 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction relating to the Common Stock occurring after the date hereof) and there is no circumstance or event that would, with or without the passage of Sub time or the giving of notice, result in a material default, material breach or Event of Default under any Transaction Document. (f) Except as otherwise expressly provided herein, and as amended by the First Amendment Agreement and that certain waiver dated as of September 14, 2022 by and between the Company and the Holder (as defined therein), each Transaction Document (as defined in the SPA), is, and shall continue to be voted for adoption be, in full force and approval of effect and is hereby ratified and confirmed in all respects. (g) The parties hereby acknowledge and agree that this Agreement shall be deemed a “Transaction Document” as defined in the SPA and the transactions contemplated hereby; and other Transaction Documents (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and as defined in the transactions contemplated herebySPA).

Additional Agreements. SECTION 6.1 Preparation of the Proxy StatementPREPARATION OF FORM S-4 AND THE PROXY STATEMENT; Company Stockholders Meeting; Merger without a Company Stockholders MeetingSTOCKHOLDER MEETING. (a) As soon promptly as practicable following after the acceptance for payment execution of and payment for shares of Company Common Stock by Sub in the Offerthis Agreement, the Company and Parent shall cooperate with each other regarding, and, prepare and file with the SEC SEC, the Proxy Statement/Prospectus and Parent shall prepare and file the Registration Statement (in which the Proxy Statement/Prospectus will be included). The Company and Parent will cause the Proxy Statement/Prospectus and the Registration Statement to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Each of Parent and the Company shall use all reasonable efforts to have or cause the Proxy Statement/Prospectus to be cleared by the SEC and to cause the Registration Statement to become effective as promptly as practicable. Without limiting the generality of the foregoing, each of the Company and Parent shall cause its respective Representatives to fully cooperate with the other Party and its respective 51 Representatives in the preparation of the Proxy Statement/Prospectus and the Registration Statement, and shall, upon request, furnish the other Party with all information concerning it and its Affiliates as the other may deem reasonably necessary or advisable in connection with the preparation of the Proxy Statement/Prospectus and the Registration Statement. The Company hereby agrees that the recommendations of the Company Board described in Section 3.19 (subject to the right of the Company Board to withdraw, amend or modify such recommendation in accordance with Section 6.3) shall be included in the Registration Statement and the Proxy Statement/Prospectus. Parent shall use commercially reasonable best efforts to take all actions required under any applicable federal or state securities or Blue Sky Laws in connection with the issuance of shares of Parent Common Stock pursuant to the Merger and will pay all filing fees incident thereto. As promptly as practicable after the Registration Statement becomes effective, the Company shall cause the Proxy Statement/Prospectus to be mailed to its stockholders. Parent shall comply with its obligations under Section 3(a)(i) of the Lazard Rights Agreement. (b) The Company and Parent each agrees that none of the information supplied by it or its Subsidiaries to be included or incorporated by reference in the Proxy Statement/Prospectus or any amendment thereof or supplement thereto, will, on the date of the mailing of the Proxy Statement/Prospectus or any amendment or supplement thereto, and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company and Parent each agrees that none of the information supplied by it or its Subsidiaries to be included or incorporated by reference in the Registration Statement will, at the time the Registration Statement 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. (c) Without limiting the generality of the foregoing, prior to the Effective Time (i) the Company and Parent shall notify each other as promptly as practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, the Proxy Statement/Prospectus or the Registration Statement, and (ii) the Company and Parent shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC on, or of any written or oral request by the SEC for amendments or supplements to, the Proxy Statement/Prospectus or the Registration Statement, and shall promptly supply the other with copies of all correspondence between it or any of its Representatives and the SEC with respect to any of the foregoing filings. (d) The Company shall take all action necessary to duly call the Company Stockholders Meeting, to be held as promptly as practicable for the purpose of voting upon the approval of the Company Voting Proposal. Subject to the right of the Company Board to withdraw, amend or modify such recommendation in accordance with Section 6.3, the Company shall, through its board of directors, recommend to its stockholders adoption of this Agreement and approval of the Merger and related matters, and the Company shall use its best efforts to respond solicit from its stockholders proxies in favor of the Company Voting Proposal. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to all SEC comments with respect this Section 6.1(d) to the Proxy Statement call 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 to be approved by shareholders and to effect the Merger. (b) The Company will, as soon as practicable following the Proxy Trigger Date, duly call, give notice of, convene and hold conduct the Company Stockholders Meeting for shall not be affected by the purpose of approving this Agreement and the transactions contemplated hereby. At commencement, public proposal or communication to the Company Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the MergerAcquisition Proposal. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated hereby.

Additional Agreements. 6.1 Preparation .1 Conduct of Business Prior to the Proxy StatementClosing; Company Stockholders Meeting; Merger without a Company Stockholders Meeting.Access to Information. Between the date of this Agreement and the Closing: (a) As soon as practicable following the acceptance for payment of and payment for shares of Company Common Stock by Sub in the OfferThe Parent, the Company Seller 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 TLI (with respect to the Proxy Statement Acquired International Structured Finance Business) shall give or cause to be given to the Purchaser and its representatives and agents reasonable access to their premises, personnel and books and records (wherever located) that relate to the Acquired Businesses and to cause the Proxy Statement to be mailed premises, personnel and books and records of the Purchased Entities and, with respect to the Company's stockholders at Acquired ISF Assets and the earliest practicable date. The CompanyAssumed ISF Liabilities, Parent the Asset Sellers, including all accounting books and Subrecords, all financial record and statements, all Tax Returns (other than Consolidated Tax Returns except for the pro-forma Tax Returns of the Purchased Entities) and Tax records (but only insofar as such Tax Returns and Tax records directly relate to the Acquired Businesses, the Acquired ISF Assets or the Assumed ISF Liabilities), all records pertaining to any Financing Contract, any Portfolio Property and personnel and employment related matters; provided, however, that such investigation shall take all be conducted during normal business hours upon reasonable actions necessary advance notice and in such manner as not to interfere unreasonably with the business of the Selling Entities or advisable to cause the Merger to be approved by shareholders and to effect the MergerPurchased Entities. (b) The Company willParent and the Seller shall and shall cause the Purchased Entities and, with respect to the Acquired ISF Assets and the Assumed ISF Liabilities, the Asset Sellers to use commercially reasonable efforts, consistent with past practice, to preserve substantially intact the business of the Purchased Entities and the Acquired ISF Assets and the Assumed ISF Liabilities (respectively), to preserve and retain all present business relationships and to cooperate with the Purchaser, as soon as practicable following and to the Proxy Trigger Dateextent reasonably requested by Purchaser from time to time, 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 in furtherance of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Mergerforegoing. (c) Notwithstanding The Parent and the foregoing clauses Seller shall, and shall cause their Affiliates (aother than the Purchased Entities) to, conduct their respective business relationships with the Purchased Entities in the ordinary and (b)usual course of business consistent with their respective past practices; provided, however, that except as otherwise expressly provided in this Agreement, without the prior written consent of the Purchaser, in no event shall the event that Parent Parent, the Seller, or any of their Affiliates (other Subsidiary of Parent than Purchased Entities) deal with, or enter into any contracts, commitments or arrangements with any Purchased Entity other than on terms and provisions no less favorable than those which could be obtained by the Purchased Entities with respect to similar dealings, contracts, commitments or arrangements with third parties. Except as otherwise expressly required by this Agreement, the Parent, the Seller and TLI shall acquire at least 90% of the outstanding shares of Company Common Stock cause each Purchased Entity and each Asset Seller to conduct their respective businesses in the Offer, the parties hereto agree, at the request of Subordinary and usual course consistent with their respective past practices, to take all necessary maintain its books, accounts and appropriate action records in the usual, regular and ordinary manner, to cause such books, accounts and records to be true and complete in all material respects, and to comply with the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, provisions set forth in accordance with this Section 253 of the DGCL5.01 applicable thereto. (d) Except as otherwise expressly required by this Agreement or as described in Section 5.01 of the Disclosure Schedule, neither the Parent nor the Seller shall permit any Purchased Entity, without prior consent of the Purchaser, to: (i) cause Sub promptly issue or commit to submit this Agreement and the transactions contemplated hereby for approval and adoption by issue any shares of its parent by written consent of sole stockholderCapital Stock; or (ii) cause the grant or commit to grant any options, warrants or rights to subscribe for or purchase or otherwise acquire any shares of capital stock its Capital Stock or issue or commit to issue any securities convertible into or exchangeable for shares of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated herebyits Capital Stock; and or (iii) cause declare, set aside, make or pay any dividend or other distribution in respect of its Capital Stock; or (iv) directly or indirectly redeem, purchase or otherwise acquire or commit to acquire any shares of its Capital Stock; or (v) effect a split, modification or reclassification of its Capital Stock or a recapitalization; or (vi) change its Certificate or Articles of Incorporation or By-laws or other constituent documents; or (vii) borrow or agree to borrow any funds other than in the ordinary course of business, consistent with its past practices; or (viii) make or commit to make any capital expenditures except those listed in Section 3.12(b) of the Disclosure Schedule and except for those not in excess of $7.5 million; or (ix) amend or modify in any respect, any of the agreements with respect to Indebtedness of the Purchased Entities set forth in Section 5.01(d)(ix) of the Disclosure Schedule (it being agreed that nothing contained in this clause (ix) shall in any way limit or restrict the Parent, the Seller or any Purchased Entity from renewing, extending or refinancing any such agreement on terms substantially similar to the terms of such agreements on the date hereof); or (x) (A) assume, guarantee or otherwise become responsible for the obligations of, any Person, which obligations exceed $50,000 individually or $500,000 in the aggregate, other than in connection with any letter of credit facility or subfacility entered into by a Purchased Entity in the ordinary course of its business and with respect to which the related obligor has reimbursement or payment obligations to such Purchased Entity, or (B) endorse notes or other similar instruments or make any advances to any Person, in each case, other than in the ordinary course of its business and consistent with its past practices; or (xi) mortgage, pledge or otherwise encumber any of its Properties (other than with respect to the leasing of Portfolio Property in the ordinary course of business of any Purchased Entity or Asset Seller (with respect to the Acquired International Structured Finance Business) consistent with past practices); or (xii) other than in the ordinary course of business, consistent with its past practices (including Ordinary Course Asset Transactions) sell, lease, transfer or otherwise dispose of any of its Properties; or (xiii) enter into an agreement, contract or commitment (other than this Agreement) to do any of the things prohibited by the foregoing clauses (i) through (xii); provided, however, that nothing in this Section 5.01(d) shall prohibit any Purchased Entity from entering into or performing under any agreements or arrangements relating to the securitization of assets. (e) Except as otherwise expressly required by this Agreement, none of the Parent or the Seller, shall or shall permit any Purchased Entity and, with respect to the Acquired International Structured Finance Business, none of the Parent, the Seller or TLI shall or shall permit any Asset Seller, in either case, without prior consent of the Purchaser (which consent, in the case of clauses (ii), (iii), (iv) and (vi) below or with respect to any agreement, contract or commitment to take any of the actions prohibited by clauses (ii), (iii), (iv) and (vi) below, shall not be unreasonably withheld or delayed), to: (i) change its methods of accounting or accounting practice or policy (for financial accounting purposes) (including with respect to specific or permanent special loss reserves) as in effect on the date hereof, except as required by changes in GAAP and as disclosed to the Purchaser in writing prior to the Closing; or (ii) directly or indirectly in any way extend or otherwise restructure the payment schedule, payment terms or any other term or condition of any Financing Contract or Vendor Program Agreement, release any collateral or make any advance, extension, novation, modification or other accommodation to any Obligor or any other party thereto, other than for such actions in respect of a Financing Contract or Vendor Program Agreement that are taken in the ordinary course of business by a Purchased Entity or an Asset Seller consistent with its past practices; or (iii) enter into or materially modify any agreement, contract or commitment which, if entered into, created or established prior to the date of this Agreement, would be required to be taken all additional actions necessary for Sub listed (or, in the case of such modifications and amendments, pertains to adopt and approve this Agreement and an agreement, contract, commitment, program, plan or arrangement which is presently listed) in Section 3.12(a)(i) or Section 3.12(a)(ix) through 3.12(a)(xii) of the transactions contemplated hereby.Disclosure Schedule; or (iv) establish, create or participate in any Employee Benefit Plan, any Company Benefit Plan or any Company Benefit Arrangement

Additional Agreements. 6.1 5.1 Preparation of Form S-4 and the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. (a) As soon as practicable Promptly following the acceptance for payment date of this Agreement, Agouron and payment for shares of Company Common Stock by Sub in Warner-Lambert shall prepare and Agouron shall file with the OfferSEC the Pro▇▇ ▇▇▇▇▇▇▇▇▇, the Company and Parent Warner-Lambert shall prepare and file with the SEC the Proxy StatementForm S- 4, in whi▇▇ ▇▇▇ ▇▇▇▇▇ ▇tatement will be included as a prospectus. The Company Each of Agouron and Warner-Lambert shall use its reasonable best efforts to respond to all SEC comments with respect to have the Proxy Statement and Form S-▇ ▇▇▇▇▇▇▇▇ ▇▇▇ective under the Securities Act as promptly as practicable after such filing. Agouron will use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after the Company's stockholders at Form S-4 is declared effective under the earliest practicable dateSecurities Act. The Company, Parent and Sub, Warner-Lambert shall also take all reasonable actions necessary or advisable any action (other than qualifying to cause the Merger do b▇▇▇▇▇▇▇ ▇▇ ▇▇▇ jurisdiction in which it is not now so qualified) required to be approved by shareholders and to effect taken under any applicable state securities law in connection with the issuance of Warner-Lambert Common Stock in connection with the Merger, and Agouron s▇▇▇▇ ▇▇▇▇▇▇▇ ▇ll information concerning Agouron and the holders of Agouron Common Stock and rights to acquire Agouron Common Stock pursuant to the Agouron Stock Option Plans as may be reasonably required in connection with any such action. Each of Warner-Lambert and Agouron shall furnish all information concerning itse▇▇ ▇▇ ▇▇▇ ▇▇▇▇r as may be reasonably requested in connection with any such action and the preparation, filing and distribution of the Form S-4 and the preparation, filing and distribution of the Proxy Statement. Agouron, Warner-Lambert and Merger Sub each agree to correct any information prov▇▇▇▇ ▇▇ ▇▇ ▇▇▇ use in the Form S-4 or the Proxy Statement which shall have become false or misleading. (b) The Company willAgouron, as soon as practicable following the Proxy Trigger Dateacting through its Board of Directors, shall, subject to and in accordance with its Certificate of Incorporation and By-Laws, promptly and duly call, give notice of, convene and hold as soon as practicable following the Company date upon which the Form S-4 becomes effective a meeting of the holders of Agouron Common Stock (the "Agouron Stockholders Meeting Meeting") for the purpose of approving voting to approve and adopt this Agreement and the transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for recommend approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; , by the stockholders of Agouron and include in the Proxy Statement such recommendation and (iiiii) cause take all reasonable and lawful action to solicit and obtain such approval. The Board of Directors of Agouron shall not withdraw, amend or modify in a manner adverse to Warner-Lambert its recommendation referred to in clause (i) of the prece▇▇▇▇ ▇▇▇▇▇▇▇▇ (or announce publicly its intention to do so), except that such Board of Directors shall be taken all additional actions necessary for Sub permitted to adopt withdraw, amend or modify its recommendation (or publicly announce its intention to do so) if such Board of Directors determines in good faith, based upon written advice of outside counsel, that it is obligated by their fiduciary duties in accordance with California law to do so. Without limiting the generality of the foregoing, (i) Agouron agrees that its obligation to duly call, give notice of, convene and approve hold a meeting of the holders of Agouron Common Stock, as required by this Section 5.1, shall not be affected by the withdrawal, amendment or modification of the Board of Directors' recommendation of approval and adoption of this Agreement and the transactions contemplated herebyhereby and (ii) subject to Agouron's rights pursuant to Sections 5.5 and 7.1(h), Agouron agrees that its obligations under this Section 5.1(b) shall not be affected by the commencement, public proposal, public disclosure or communication to Agouron of any Acquisition Proposal (as defined in Section 5.5). (c) Agouron will cause its transfer agent to make stock transfer records relating to Agouron available to the extent reasonably necessary to effectuate the intent of this Agreement.

Additional Agreements. 6.1 Preparation of the Proxy Statement5.1 SHAREHOLDERS' MEETING; Company Stockholders Meeting; Merger without a Company Stockholders MeetingPREPARATION OF DISCLOSURE DOCUMENTS. (a) As soon Except as practicable following the acceptance for payment of and payment for shares of Company Common Stock by Sub otherwise provided in the OfferSection 5.4, 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 to be approved by shareholders and to effect the Merger. (b) The Company willshall, as soon as practicable following the Proxy Trigger Datedate of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the Company Stockholders Meeting "Shareholders' Meeting") for the purpose of approving adopting this Agreement and the transactions contemplated hereby, including the Merger, by obtaining the Required Company Vote. At Except as otherwise provided in Section 5.4, the Company Stockholders MeetingBoard, Parent shall cause all based upon the recommendation of the shares of Company Common Stock then owned by Parent Special Committee, shall declare the advisability of, and Sub and any of their Subsidiaries or affiliates recommend to be voted in favor of its shareholders the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of of, this Agreement and the transactions contemplated hereby; , including the Merger, shall include such recommendation in the Proxy Statement and shall take all lawful action to solicit such approval and adoption. (b) As soon as practicable following the date of this Agreement, the Company and Acquirer shall jointly prepare, and the Company shall file with the SEC, the Proxy Statement and the Schedule 13E-3. Acquirer will cooperate with the Company in connection with the preparation and filing with the SEC of the Proxy Statement and the Schedule 13E-3, including, but not limited to, furnishing the Company upon request with any and all information regarding Acquirer or its Affiliates, the plans of such Persons for the Surviving Company after the Effective Time and all other matters and information as may be required to be set forth therein under the Exchange Act or the rules and regulations promulgated thereunder. The Company shall use its reasonable good faith efforts (i) to respond to the comments of the SEC concerning the Proxy Statement or the Schedule 13E-3 as promptly as practicable, and (iiiii) to cause the final Proxy Statement to be taken all additional actions necessary mailed to the Company's shareholders not later than 10 business days after clearance from the SEC. The Company shall pay the filing fees for Sub to adopt and approve this Agreement the Proxy Statement and the transactions contemplated herebySchedule 13E-3. Acquirer shall be given a reasonable opportunity to review and comment upon all filings with the SEC and all mailings to the Company's shareholders in connection with the Merger prior to the filing or mailing thereof. The Company and Acquirer each agree to correct any information provided by such party for use in the Proxy Statement or the Schedule 13E-3 which becomes false or misleading. The Company shall cause the fairness opinion of Duff & Phelps, LLC referred to in Section 3.10) to be included as an exhibi▇ ▇▇ ▇he Proxy Statement and the Schedule 13E-3. (c) Each party shall notify the other party promptly of (i) the receipt of any notices, comments or other communications from the SEC or any other Governmental Entity, and (ii) any requests by the SEC for amendments or supplements to the Proxy Statement or the Schedule 13E-3 or for additional information, and will promptly provide the other party with copies of all correspondence between such parry or its representatives on the one hand and the SEC or members of its staff on the other hand with respect to the Proxy Statement or the Schedule 13E-3. (d) If, at any time prior to the Shareholders' Meeting, any event should occur relating to the Company or its Subsidiaries which should be set forth in an amendment of, or a supplement to, the Proxy Statement or the Schedule 13E-3, the Company will promptly inform Acquirer. If, at any time prior to the Shareholders' Meeting, any event should occur relating to Acquirer or relating to the plans of Acquirer for the Surviving Company after the Effective Time, which should be set forth in an amendment of, or a supplement to, the Proxy Statement or the Schedule 13E-3, Acquirer will promptly inform the Company. In any such case, the Company or Acquirer, as the case may be, with the cooperation of the other party, shall, upon learning of such event, promptly prepare, file and, if required, mail such amendment or supplement to the Company's shareholders; provided that, prior to such filing or mailing, the parties shall approve (which approval, with respect to either party, shall not be unreasonably withheld or delayed) the form and content of such amendment or supplement.

Additional Agreements. 6.1 4.1 Preparation of Proxy Statement and Schedule 13E-3; the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Shareholders Meeting. (a) As soon as practicable following the acceptance for payment date of and payment for shares of Company Common Stock by Sub in the Offerthis Agreement, the Company and Parent shall prepare and file with the SEC the Proxy StatementStatement and the Schedule 13E-3. The Each of the Company and Parent shall use its best commercially reasonable 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 to be approved by shareholders and to effect the Mergeras promptly as practicable. (b) The Subject to Section 4.4, the Company willshall, as soon as practicable following the Proxy Trigger Datedate of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the "Company Stockholders Meeting Shareholders Meeting") for the purpose of approving this Agreement and the transactions contemplated herebyobtaining shareholder approval. At In connection with such meeting, the Company Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly prepare and file with the SEC, use its commercially reasonable efforts to submit have cleared by the SEC and thereafter mail to its shareholders as promptly as practicable the Proxy Statement and all other proxy materials for such meeting, which Proxy Statement shall include the opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ Partners LLC, as to the fairness of the Merger Consideration to the shareholders of the Company (other than Parent and its Affiliates), as required by Section 1203 of the CGCL, (ii) use its commercially reasonable efforts to obtain the necessary approvals by its shareholders of this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) 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 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 taken voted all additional actions necessary for Sub to adopt and approve this Agreement and the shares of Company Common Stock owned of record by Parent or any of its Subsidiaries in favor of the transactions contemplated herebyby this Agreement.

Additional Agreements. 6.1 SECTION 5.01. Preparation of Form F-4 and the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. (a) As soon as practicable following the acceptance for payment date of and payment for shares of Company Common Stock by Sub in the Offerthis Agreement, the Company shall prepare the Proxy Statement 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 Form F-4, in which the Proxy Statement shall be included as a prospectus. Each of the Company and Parent shall use reasonable efforts to have the Form F-4 declared effective under the Securities Act as promptly as practicable after such filing. Each of the Company and Parent shall use reasonable efforts to cause the Proxy Statement to be mailed to the Company's stockholders at holders of the earliest Company Common Stock and the holder of the Company Special Voting Stock as promptly as practicable dateafter the Form F-4 is declared effective under the Securities Act. The Company, Parent and Sub, shall also take all reasonable actions necessary or advisable any action (other than qualifying to cause the Merger do business in any jurisdiction in which it is not now so qualified) required to be approved by shareholders and taken under any applicable state securities or "blue sky" laws or Canadian Securities Laws in connection with the issuance of Parent Common Stock pursuant to effect the Merger, and the Company shall furnish all information concerning the Company and the holders of the Company Common Stock and rights to acquire Company Common Stock pursuant to the Company Stock Plans as may be reasonably requested in connection with any such action. (b) The Company willshall, as soon as practicable following the Proxy Trigger Datedate of this Agreement, duly call, give notice of, convene and hold a meeting of the holders of the Company Common Stock and the holder of the Company Special Voting Stock (the "Company Stockholders Meeting Meeting") for the purpose of approving this Agreement and the transactions contemplated hereby. At obtaining the Company Stockholders MeetingStockholder Approval. Subject to Section 5.01(c), Parent shall cause all the Company shall, through its Board of Directors, recommend to its stockholders that they give the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the MergerStockholder Approval. (c) Notwithstanding the foregoing clauses (a) and (bSubject to Section 4.02(b), in the event that Parent or any other Subsidiary Board of Parent shall acquire at least 90% Directors of the outstanding shares Company shall be permitted to (i) not recommend to the Company's stockholders that they give the Company Stockholder Approval or (ii) withdraw or modify in a manner adverse to Parent its recommendation to the Company's stockholders that they give the Company Stockholder Approval, but only if and to the extent that the Company's Board of Company Common Stock Directors determines in the Offergood faith, the parties hereto agreeafter consultation with counsel and its financial advisors, at the request of Sub, that failing to take all necessary and appropriate any such action to cause would breach the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders fiduciary duties of the Company, in accordance with Section 253 's Board of the DGCLDirectors. (d) If Parent shall (i) cause Sub promptly elects to submit this Agreement include financial statements in the Form F-4 prepared in accordance with GAAP and if as a result thereof the transactions contemplated hereby for approval Form F-4 has not been declared effective by the 25th business day prior to the then Outside Date, then the Company may extend the then Outside Date by not less than 30 days and adoption by its parent in no event to a date later than September 30, 2002, by written consent notice to Parent delivered not later than the 20th business day prior to the then Outside Date; provided that the Company may only extend the then Outside Date pursuant to this Section 5.01(d) if Mr. August von Finck or his attorney(s) in fact has irrevocably waived his right ▇▇ ▇▇▇▇▇▇ate the Stockholders Agreement pursuant to Section 4.01(c) thereof for the period of sole stockholder; (ii) cause the shares of capital stock of Sub such extension by a written instrument in form and substance reasonably satisfactory to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated herebyParent.

Additional Agreements. 6.1 Preparation of From and after the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting.date hereof: (a) As soon Section 6.03(f) of the Merger Agreement shall be amended in full to read as practicable following the acceptance for payment of and payment for shares of Company Common Stock by Sub in the Offer, the Company and follows: "Parent shall prepare cause the Option and file with Warrant Exchange to be commenced promptly after the F-4 Registration Statement has been declared effective by the SEC the Proxy Statement. The Company and shall use its best all reasonable efforts to respond cause the Option and Warrant Exchange to all SEC comments with respect be consummated not later than immediately prior to the Effective Time; provided, however, that the Effective Time shall not occur prior to the expiration of the Option and Warrant Exchange. Parent shall cause the Option and Warrant Exchange to be commenced by causing the Proxy Statement and to cause the Proxy Statement related documents to be mailed to the Company's stockholders at the earliest practicable date. The Companyeach Company Optionholder and Company Warrantholder, Parent and Sub, shall take all reasonable actions necessary or advisable to cause the Merger to be approved by shareholders and to effect the Merger. (b) The Company will, as soon as practicable following the Proxy Trigger DateStatement shall state, duly call, give notice of, convene in addition to such other disclosures as are required by applicable Law: (i) that all Company Stock Options and hold Warrants validly tendered will be accepted for exchange; (ii) the Company Stockholders Meeting dates of acceptance for exchange (which shall be a period of at least 20 U.S. business days from the purpose of approving this Agreement date the Option and Warrant Exchange is commenced) (the transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) "Offer Period"); and (b), iii) that any Company Stock Option or Warrant not tendered will remain outstanding or otherwise be treated 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 accordance with its terms. As soon as practicable after the expiration of the OfferOffer Period, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement be accepted for exchange all Company Stock Options or Warrants tendered and not validly withdrawn pursuant to the transactions contemplated hereby for approval Exchange Offer and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted canceled all Company Stock Options or Warrants so accepted for adoption exchange by Parent. No fractional Parent Ordinary Shares or Parent ADSs shall be issued in connection with the Option and approval Warrant Exchange. The Option and Warrant Exchange shall be subject to, and the Offer Period shall not expire prior to, the satisfaction or, if permitted by applicable Law, waiver of the conditions set forth in Article VII; provided, however, that the Offer Period shall not expire prior to January 1, 2001." (b) Exhibits C, D and E of the Merger Agreement shall be amended in full to read as set forth in Annexes 2, 3 and 4 hereto, respectively. (c) The last sentence of Section 6.10 of the Merger Agreement shall be amended in full to read as follows: "The foregoing notwithstanding, Parent shall be entitled to place legends as specified in the Company Affiliate Letter on the certificates evidencing any of the Parent Ordinary Shares to be received by (i) any affiliate of the Company or (ii) any person Parent reasonably identifies (by written notice to the Company) as being a person who may be deemed an affiliate of the Company, pursuant to the terms of this Agreement Agreement, and to issue appropriate stop transfer instructions to the transactions contemplated hereby; transfer agent for the Parent Ordinary Shares or the depositary for the Parent ADSs, consistent with the terms of the Company Affiliate Letter, regardless of whether such person has executed the Company Affiliate Letter and (iii) cause to be taken all additional actions necessary for Sub to adopt regardless of whether such person's name and approve this Agreement and address appear in Section 3.22 of the transactions contemplated herebyCompany Disclosure Schedule."

Additional Agreements. 6.1 Preparation of the Section 6.01 Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders MeetingStatement and Schedule 13E-3. (a) As soon as practicable following the acceptance for payment date of and payment for shares of Company Common Stock by Sub this Agreement, but in any event within twenty (20) Business Days after the Offerdate hereof, the Company Company, with the assistance of Parent and Parent Merger Sub, shall prepare a proxy statement relating to the authorization and file 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 StatementStatement and the Schedule 13E-3. The Company Each of the Company, Parent and Merger Sub shall use its reasonable best efforts so that the Proxy Statement and the Schedule 13E-3 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 all any comments of the SEC comments with respect to the Proxy Statement and the Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to cause the Company in the preparation, filing and 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 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 and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the SEC and its staff, on the other hand. Prior to be mailed 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 period of time 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. If at any time prior to the Shareholders Meeting, any information relating to the Company's stockholders at , Parent, Merger Sub or any of their respective Affiliates, officers or directors, is discovered by the earliest practicable date. The Company, Parent and Sub, shall take all reasonable actions necessary or advisable Merger Sub that should be set forth in an amendment or supplement to cause the Merger 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 approved 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 6.01 is intended to restrict or preclude the Company Board or the Special Committee from effecting a Change in the Company Recommendation on the terms and subject to effect the Mergercondition set forth in this Agreement. (b) The 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 soon as practicable following of the Proxy Trigger Datetime such documents (or any amendment thereof or supplement thereto) are mailed to the holders of Shares and at the time of the Shareholders Meeting, duly callcontain any untrue statement of a material fact, give notice ofor omit to state any material fact required to be stated therein in order to make the statements therein, convene in light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and hold the Company Stockholders Meeting further agrees that all documents that such party is responsible for filing with the purpose of approving this Agreement SEC in connection with the Merger will comply as to form and substance in all material respects with the transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all applicable requirements of the shares of Company Common Stock then owned by Parent and Sub 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 their Subsidiaries a material fact, or affiliates omit to state any material fact required to be voted stated therein in favor order to make the statements therein, in light of the Merger. (c) Notwithstanding circumstances under which they were made, not misleading. If at any time prior to the foregoing clauses (a) and (b)Effective Time, in the any event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offercircumstance relating to Parent, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of Sub or the Company, or their respective officers or directors, should be discovered which should be set forth in accordance with Section 253 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 any material fact necessary to make the statements therein, in light of the DGCLcircumstances under which they 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, 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. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated hereby.

Additional Agreements. Section 6.1 Preparation of the Proxy StatementStatement and Schedule 13E-3; Company Stockholders Meeting; Merger without a Company Stockholders Shareholders Meeting. (a) As soon promptly as reasonably practicable following the acceptance for payment of and payment for shares of Company Common Stock by Sub in the OfferAgreement Date, the Company and Parent shall prepare and file shall, with the SEC 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 use its best efforts establish a record date for the Company Shareholders Meeting in a manner to respond enable the record date for the Company Shareholders Meeting to all SEC comments be set so that such Company Shareholders Meeting will be duly called and held in accordance with respect the Company Articles of Association as soon as reasonably practicable following clearance of the Schedule 13E-3 by the SEC. Parent will furnish to the Proxy Statement Company all information reasonably requested by the Company concerning the Parent Parties, and to cause provide such other assistance, as the Company may reasonably request in connection with the preparation, filing and distribution of 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 to be approved by shareholders and to effect the MergerStatement. (b) The Company and the Parent Parties will cooperate to (i) concurrently with the preparation of the Proxy Statement, jointly prepare and the Company shall file, with the SEC a Rule 13e-3 Transaction Statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, 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 and the Parent Parties shall use its reasonable best efforts so that the Schedule 13E-3 will comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder. (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 Proxy 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 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, that is required by Law to be described in an amendment of the Proxy Statement and/or an amendment to the Schedule 13E-3, the Company will reasonably promptly notify the Parent Parties of such event, and the Company and the Parent Parties 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 or supplement to the Company’s shareholders. Nothing in this Section 6.1(d) will limit the obligations of any Party under Section 6.1(a). (e) The Company will, as soon promptly as reasonably practicable following after the SEC confirms it has no further comments on the Schedule 13E-3, including the Proxy Trigger DateStatement, duly call, give notice of, convene and hold the Company Stockholders Shareholders Meeting for the purpose of (i) 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 contemplated herebyTransactions. At Except as permitted in Section 6.1(f), the Company Stockholders 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 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, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries will be entitled to postpone or affiliates adjourn the Company Shareholders Meeting to be voted a date not more than 10 Business Days after the date such Company Shareholders Meeting had previously been scheduled (but in favor of no event to a date after the Mergerdate that is six (6) Business Days before the End Date (as defined below)). (cf) Notwithstanding The foregoing provisions of this Section 6.1 notwithstanding, the foregoing clauses Company will have the right to make one or more postponements or adjournments of the Company Shareholders Meeting (ai) and 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 within a reasonable amount of time, in the good faith judgment of the Company Board or the Special Committee (bafter consultation with outside counsel), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% advance of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholderShareholders Meeting; (ii) cause if required by applicable Law or a request from the shares SEC or its staff; or (iii) if, on a date for which the Company Shareholders Meeting is scheduled, the Company has not received proxies representing a sufficient number of capital stock of Sub Common Shares to obtain the Company Shareholder Approval, whether or not a quorum is present; provided that (A) no single such postponements or adjournment is for more than 10 Business Days except as may be voted for adoption and approval of this Agreement and the transactions contemplated herebyrequired by applicable Laws; and (B) in the 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 (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 taken all additional actions necessary for Sub to adopt and approve this Agreement and of the transactions contemplated herebyessence.

Additional Agreements. 6.1 Preparation (a) Subject to the terms and conditions herein provided (including, without limitation, Section 7.7), each of the Proxy Statement; Company Stockholders Meeting; parties hereto agrees to use all reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Merger without Agreement, including using all reasonable efforts to obtain all necessary waivers, consents and approvals, to effect all necessary registrations and filings (including, but not limited to, filings with all applicable Governmental Entities) and to lift any injunction or other legal bar to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible), subject to the appropriate vote of the shareholders of the Company. Notwithstanding the foregoing, but subject to Section 7.7, there shall be no action required to be taken and no action will be taken in order to consummate and make effective the transactions contemplated by this Merger Agreement if such action, either alone or together with another action, would result in a Company Stockholders MeetingMaterial Adverse Effect or a Parent Material Adverse Effect. (ab) As soon as practicable following In case at any time after the acceptance for payment Effective Date any further action is necessary or desirable to carry out the purposes of and payment for shares this Merger Agreement, the proper officers and/or directors of Company Common Stock by Sub in the OfferParent, the Company and the Surviving Corporation shall take all such necessary action. (c) Following the Effective Date, Parent shall prepare and file with the SEC the Proxy Statement. The Company shall use its best efforts to respond conduct the business, and shall cause the Surviving Corporation to use its best efforts to conduct its business, except as otherwise contemplated by this Merger Agreement, in a manner which would not jeopardize the characterization of the Merger as a reorganization within the meaning of Section 368(a) of the Code. (i) The Company shall, effective at the Effective Date, repay all SEC comments obligations of it and its subsidiaries under the credit agreements, revolving credit facilities and receivable funding facilities with General Electric Capital Corporation set forth on Schedule 7.8(d) (the "GECC Debt") and obtain a release of all obligations, liens and security interests thereunder (and Parent shall use reasonable efforts to cooperate with the Company with respect to the Proxy Statement foregoing and to cause the Proxy Statement to be mailed shall provide funding with respect thereto, 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 to be approved by shareholders and to effect the Merger. (b) The Company will, as soon as practicable following the Proxy Trigger Date, duly call, give notice of, convene and hold extent the Company Stockholders Meeting for does not have sufficient cash as of the purpose of approving this Agreement Effective Date to repay all such obligations), and the transactions contemplated hereby. At the Company Stockholders Meeting, (ii) Parent shall cause all the Company to comply with its obligations under that certain Indenture dated as of August 15, 1992 pursuant to which the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates issued its 10 1/8% Senior Subordinated Notes due August 2002 (the "2002 Indenture") pursuant to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; Article 5 thereof and (iii) Parent will cause the Company to comply with the covenants and obligations set forth in the Company's Convertible Subordinated Notes, dated September 30, 1991 in the aggregate amount of $16,034,000. (e) After the date hereof, the Company shall establish a plan to provide payments to employees who remain employed by the Company through the Effective Date and, unless involuntarily terminated without cause by Parent earlier, for six months thereafter. Payments under such plan shall be taken all additional actions necessary for Sub made by the Company on the six month anniversary of the Effective Date or at such earlier time after the Effective Date as an eligible employee's employment with the Company or its affiliates shall be terminated involuntarily without cause. The Company and Parent shall, in writing, mutually select Company employees eligible to adopt and approve this Agreement and participate in the transactions contemplated herebyplan. In no event shall the aggregate payments under the plan exceed $10,000,000.

Additional Agreements. 6.1 Preparation of the Proxy Statement5.1. STOCKHOLDERS’ MEETING; Company Stockholders Meeting; Merger without a Company Stockholders MeetingPREPARATION OF DISCLOSURE DOCUMENTS. (a) As soon Except as practicable following the acceptance for payment of and payment for shares of Company Common Stock by Sub otherwise provided in the OfferSection 5.4, 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 to be approved by shareholders and to effect the Merger. (b) The Company willshall, as soon as practicable following the Proxy Trigger Datedate of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the Company Stockholders Meeting “Stockholders’ Meeting”) for the purpose of approving adopting this Agreement and approving the transactions contemplated hereby. At Merger by obtaining (i) the Required Company Stockholders MeetingVote, Parent shall cause all and (ii) the adoption of this Agreement and approval of the shares of Company Common Stock then owned Merger by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor the affirmative vote of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary holders of Parent shall acquire at least 90% a majority of the outstanding shares of Company Common Stock not owned by Acquirer, Deutsch or their respective Affiliates or Associates (the “Additional Vote”). Except as otherwise provided in Section 5.4, the Company Board, based upon the recommendation of the Special Committee, shall declare the advisability of, and recommend to its stockholders the approval of the Merger and adoption of this Agreement, shall include such recommendation in the OfferProxy Statement and shall take all lawful action to solicit such approval and adoption. Subject to Section 5.4, the parties hereto agree, at Company shall use all reasonable efforts to solicit from its stockholders proxies in favor of the request approval of Sub, to the Merger and adoption of this Agreement and shall take all other action necessary or, in the reasonable opinion of Acquirer, advisable to secure the Required Company Vote and appropriate action the Additional Vote. (b) As soon as practicable following the date of this Agreement, the Company and Acquirer shall jointly prepare, and the Company shall file with the SEC, the Proxy Statement and the Schedule 13E-3. Acquirer will cooperate with the Company in connection with the preparation and filing with the SEC of the Proxy Statement and the Schedule 13E-3, including, but not limited to, furnishing the Company upon request with any and all information regarding Acquirer or its Affiliates, the plans of such Persons for the Surviving Company after the Effective Time and all other matters and information as may be required to be set forth therein under the Exchange Act or the rules and regulations promulgated thereunder. Each of the Company and Acquirer shall use its reasonable good faith efforts (i) to respond to the comments of the SEC concerning the Proxy Statement or the Schedule 13E-3 as promptly as practicable, and (ii) to cause the definitive Proxy Statement to be mailed to the Company’s stockholders not later than five (5) Business Days after clearance from the SEC. The Company shall pay the filing fees for the Proxy Statement and the Schedule 13E-3. Acquirer shall be given a reasonable opportunity to review and comment upon all filings with the SEC and all mailings to the Company’s stockholders in connection with the Merger prior to become effectivethe filing or mailing thereof. The Company and Acquirer each agree to correct any information provided by such party for use in the Proxy Statement or the Schedule 13E-3 which becomes false or misleading. The Company shall cause the fairness opinion of FBR referred to in Section 3.1(f) to be included as an exhibit to the Proxy Statement and the Schedule 13E-3. (c) Each party shall notify the other party promptly of (i) the receipt of any notices, as soon as practicable after comments or other communications from the expiration SEC or any other Governmental Entity, and (ii) any requests by the SEC for amendments or supplements to the Proxy Statement or the Schedule 13E-3 or for additional information, and will promptly provide the other party with copies of all correspondence between such party or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Proxy Statement or the Schedule 13E-3. The Company and Acquirer agree that all telephonic calls and meetings with the SEC regarding the Proxy Statement, the Schedule 13E-3 and the Merger shall include Representatives each of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLCompany and Acquirer. (d) Parent If, at any time prior to the Stockholders’ Meeting, any event should occur relating to the Company or its Subsidiaries which should be set forth in an amendment of, or a supplement to, the Proxy Statement or the Schedule 13E-3, the Company will promptly inform Acquirer. If, at any time prior to the Stockholders’ Meeting, any event should occur relating to Acquirer or relating to the plans of Acquirer for the Surviving Company after the Effective Time, which should be set forth in an amendment of, or a supplement to, the Proxy Statement or the Schedule 13E-3, Acquirer will promptly inform the Company. In any such case, the Company or Acquirer, as the case may be, with the cooperation of the other party, shall, upon learning of such event, promptly prepare, file and, if required, mail such amendment or supplement to the Company’s stockholders; provided that, prior to such filing or mailing, the parties shall approve (iwhich approval, with respect to either party, shall not be unreasonably withheld or delayed) cause Sub promptly to submit this Agreement the form and the transactions contemplated hereby for approval and adoption by its parent by written consent content of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated herebysuch amendment or supplement.

Additional Agreements. 6.1 SECTION 5.01. Preparation of Form S-4 and the Joint Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders MeetingShareholders Meetings. (a) As soon as practicable following the acceptance for payment date of and payment for shares of Company Common Stock by Sub in the Offerthis Agreement, the Company and Parent shall prepare and file with the SEC the Joint Proxy StatementStatement and Parent shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement shall be included as a prospectus. Each of the Company and Parent shall use reasonable best efforts to have the 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 shall use its reasonable best efforts to respond to all SEC comments with respect to the Proxy Statement and to cause the Joint Proxy Statement to be mailed to the Company's stockholders at holders of the earliest practicable date. The CompanyCompany Common Shares, and Parent and Sub, shall take all use reasonable actions necessary or advisable best efforts to cause the Merger Joint Proxy Statement to be approved by shareholders mailed to the holders of shares of Parent Common Stock and 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 also take any action (other than qualifying to effect 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 Parent Rights pursuant to the Merger, and the Company shall furnish all information concerning the Company and the holders of the Company Common Shares and rights to acquire Company Common Shares pursuant to the Company Employee Share Plans as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to, the Form S-4 will be made by Parent, 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, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment thereto has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Form S-4 or 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 the Company copies of all correspondence and filings with the 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 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 Parent copies of all correspondence and filings with the SEC with respect to the Joint Proxy Statement. If at any time prior to the Effective Time of the Merger any information relating to the Company or Parent, or any of their respective affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein (in the case of the Joint Proxy Statement, in light of the circumstances under which they were made) not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the shareholders of the Company and the stockholders of Parent. (b) The Company willshall, as soon as practicable following the Proxy Trigger Datedate of this Agreement, duly call, give notice of, convene and hold a meeting of the holders of the Company Stockholders Meeting Common Shares (the "Company Shareholders Meeting") for the purpose of approving this Agreement and the transactions contemplated hereby. At obtaining the Company Stockholders MeetingShareholder Approval. Subject to Section 4.02(b), Parent shall cause all the Company shall, through its Board of Directors, recommend to its shareholders that they give the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the MergerShareholder Approval. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effectiveshall, as soon as practicable after following the expiration date of the Offerthis Agreement, without duly call, give notice of, convene and hold a meeting of stockholders the holders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock Parent Common Stock and Parent Series D Preferred Stock (the "Parent Stockholders Meeting") for the purpose of Sub obtaining the Parent Stockholder Approval. Subject to be voted for adoption and approval Section 4.03(b), Parent shall, through its Board of this Agreement and Directors, recommend to its stockholders that they give the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated herebyParent Stockholder Approval.

Additional Agreements. 6.1 5.1 Preparation of the Proxy Statement, Registration Statement, Information Document and Listing Particulars; Company Stockholders Meeting; Merger without a Company Stockholders MeetingShareholders' Meetings. (a) As soon as practicable following possible, with the acceptance for payment goal of and payment for shares not later than 30 days after the execution of Company Common Stock by Sub in the Offerthis Agreement, the Company and Parent (i) CTI shall prepare and file with the SEC a proxy statement relating to the meeting of the CTI shareholders to obtain the CTI Shareholder Approval (together with any amendments thereof or supplements thereto, the "Proxy Statement. The Company "), and (ii) CTI shall use its best efforts to respond to prepare and file with the SEC a registration statement on Form S-4 (together with all SEC comments with respect to amendments thereto, the "Registration Statement"), in which the Proxy Statement and shall be included as part of the prospectus, in connection with the registration under the Securities Act of the shares of CTI Common Stock to be issued to the holders of Novuspharma Ordinary Shares pursuant to the Merger. CTI shall use all reasonable efforts to cause the Registration Statement to become effective as promptly as practicable, and shall take all or any action required under any applicable federal or state laws in connection with the issuance of shares of CTI Common Stock pursuant to the Merger. As promptly as practicable after the Registration Statement shall have become effective, CTI shall mail the Proxy Statement to be mailed its shareholders in accordance with Applicable Laws. As promptly as practicable after the CTI Shareholders' Meeting, CTI shall prepare and file with the CONSOB and the Borsa Italiana a listing application (the "Listing Particulars") in accordance with the applicable rules and regulations of the Borsa Italiana for the listing of the shares of CTI Common Stock on the Nuovo Mercato and Schedule J hereto. As promptly as practicable after the signing of this agreement, CTI will appoint the Sponsor Bank to manage the Company's stockholders at listing process in accordance with the earliest practicable dateItalian law. The Company, Parent and Sub, shall take all reasonable actions necessary or advisable to cause the Merger to Sponsor Bank will be approved by shareholders and to effect the Mergerdesignated in consultation with Novuspharma. (b) The Company willAs promptly as practicable after the date of this Agreement, in accordance with applicable rules and regulations of the CONSOB and the Borsa Italiana, Novuspharma shall prepare and file with the Borsa Italiana and make available at Novuspharma's registered office in Milan, Italy, an information document relating to the Merger (together with any amendments thereof or supplements thereto, the "Information Document"). (c) Each of CTI and Novuspharma shall furnish all information concerning itself to the other as the other may reasonably request in connection with such actions and the preparation of the Information Document, Proxy Statement, Registration Statement and Listing Particulars, and each party hereby authorizes the other to use such information in each of the Information Document, Proxy Statement, Registration Statement and Listing Particulars, as the case may be; provided that neither party shall use any such information without the prior consent of the other party or if doing so would violate or cause a violation of United States or Italian securities laws or any other Applicable Law. CTI will promptly advise Novuspharma when the Registration Statement has become effective and of any supplements or amendments thereto, and Novuspharma shall not distribute any written material that would constitute, as advised by counsel to Novuspharma, a "prospectus" relating to the Merger or the CTI Common Stock within the meaning of the Securities Act or any applicable state securities law without the prior written consent of CTI. (d) CTI agrees promptly to advise Novuspharma if at any time prior to the Novuspharma Shareholders' Meeting or, thereafter, until the Effective Date or the first date of the listing of the shares of CTI common stock, any information provided by it in the Information Document is or becomes untrue, incorrect or incomplete in any material respect and to provide Novuspharma with the information needed to correct such inaccuracy or omission. CTI will furnish Novuspharma with such supplemental information as may be necessary in order to cause the Information Document, insofar as it relates to CTI and its subsidiaries, to comply with Applicable Laws. (e) Novuspharma agrees promptly to advise CTI if at any time prior to the CTI Shareholders' Meeting or, thereafter, until the Effective Date or the first date of the listing of the shares of CTI common stock, any information provided by it in the Proxy Statement, Registration Statement or Listing Particulars is or becomes untrue, incorrect or incomplete in any material respect and to provide CTI with the information needed to correct such inaccuracy or omission. Novuspharma will furnish CTI with such supplemental information as may be necessary in order to cause the Proxy Statement, Registration Statement or Listing Particulars insofar as it relates to Novuspharma, to comply with Applicable Laws. (f) As soon as practicable following the Proxy Trigger Datedate of this Agreement in accordance with all applicable rules and regulations of the SEC, duly callthe CONSOB and the Borsa Italiana and WBCA and Italian Law, give notice of, convene each of Novuspharma and CTI shall call and hold a meeting of its respective shareholders (the Company Stockholders Meeting "Novuspharma Shareholders' Meeting" and the "CTI Shareholders' Meeting", respectively), for the purpose of approving this Agreement obtaining the Novuspharma Shareholder Approval and the transactions contemplated herebyCTI Shareholder Approval, respectively. CTI shall use reasonable efforts to obtain the CTI Shareholder Approval, and through its Board of Directors, shall (subject to Section 4.3) recommend to its shareholders the obtaining of the CTI Shareholder Approval. Novuspharma shall use reasonable efforts to obtain the Novuspharma Shareholder Approval, and through its Board of Directors, shall (subject to Section 4.4) recommend to its shareholders the obtaining of the Novuspharma Shareholder Approval. At the Company Stockholders CTI Shareholders' Meeting, Parent shall cause all of the shares of Company CTI Common Stock then owned by Parent and Sub and any Novuspharma, if any, shall be voted in favor of their Subsidiaries or affiliates to the Merger. At the Novuspharma Shareholders' Meeting, all of the shares of Novuspharma Common Stock then owned by CTI, if any, shall be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated hereby.

Additional Agreements. 6.1 Preparation Subject to the terms and conditions of this Agreement, each of the Proxy Statementparties shall use its commercially reasonable efforts to do, or cause to be taken all action and to do, or cause to be done, all things necessary, proper, or advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement, including the fulfillment of the conditions set forth in Article VII to the extent that the fulfillment of such conditions are within the control of such party; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. provided, however, that in no event shall Transferee or its affiliates be required to divest any interest that they may have in any material assets or business. In furtherance of the foregoing, the Alon Parties and Transferee agree, at or prior to Closing, to execute and deliver (a) As soon all documents of conveyance, transfer or assignment which the other party may reasonably request to further evidence or effectuate the conveyance of all or any portion of the Contributed Assets or the Newco 1 Equity Interests as practicable following the acceptance contemplated hereby including all such documents necessary to convey, transfer or assign ownership of Rolling Stock or other personal property for payment of which ownership is evidenced by title documents or certificates, and payment for shares of Company Common Stock by Sub in the Offer, 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 to be approved by shareholders and to effect the Merger. (b) The Company will, such other documents as soon as practicable following the Proxy Trigger Date, duly call, give notice of, convene and hold other party may reasonably request in connection with the Company Stockholders Meeting for the purpose consummation of approving this Agreement and the transactions contemplated hereby. At If at any time after the Company Stockholders MeetingClosing Date, Parent shall cause all any further action is necessary or desirable to carry out the purposes of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offerthis Agreement, the parties hereto agreeto this Agreement and their duly authorized representatives shall use commercially reasonable efforts to take all such action. Without limiting the generality of the foregoing, if, after the Closing Date, Newco 1 or its affiliates seek indemnification or recovery from one or more other parties to an Assumed Contract or otherwise seek to enforce such Assumed Contract and, to obtain such indemnification, recovery or enforcement, it is necessary for a Transferor to initiate a lawsuit, participate in any enforcement proceeding or otherwise provide assistance to Newco 1 or its affiliates, then, at the request of SubNewco 1, and at Newco 1’s expense, the Alon Parties shall take such action as Newco 1 may reasonably request in connection with Newco 1’s or its affiliates’ efforts to take all necessary and appropriate action to cause the Merger to become effectiveobtain such indemnification, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLrecovery or enforcement. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated hereby.

Additional Agreements. SECTION 6.1 Preparation of the Form S-4 and the Joint Proxy Statement; Company Stockholders Meeting; Merger without a Company Meeting and Parent Stockholders Meeting. (a) As soon as practicable (i) Parent and the Company shall jointly prepare and cause to be filed with the SEC (and use commercially reasonable efforts to do so within thirty (30) Business Days following the acceptance for payment date of this Agreement) a joint proxy statement to be sent to the stockholders of Parent and payment for shares the stockholders of the Company Common Stock by Sub relating to the Parent Stockholders Meeting and the Company Stockholders Meeting (together with any amendments or supplements thereto, the “Joint Proxy Statement”) and (ii) Parent shall prepare and cause to be filed with the SEC (and use commercially reasonable efforts to do so within thirty (30) Business Days following the date of this Agreement) the Form S-4, in which the OfferJoint Proxy Statement will be included as a prospectus, and Parent shall use its commercially reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Form S-4 effective as long as is necessary to consummate the Transactions. The parties will cause the Joint Proxy Statement and the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and other applicable Law. Each of the Company and Parent shall prepare furnish all information concerning such Person and file its Affiliates to the other, and provide such other assistance, as may be reasonably requested in connection with the SEC preparation, filing and distribution of the Form S-4 and Joint Proxy Statement. The Each of the Company 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 or Joint Proxy Statement and shall provide the other with drafts 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 shall use its best commercially reasonable efforts to respond as promptly as reasonably practicable to all any comments from the SEC comments with respect to the Form S-4 or Joint Proxy Statement. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto (in each case, other than any filing, amendment or supplement in connection with a Company Adverse Recommendation Change or Parent Adverse Recommendation Change), each of the Company and Parent (i) shall provide the other a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response), (ii) shall include in such document or response all comments reasonably proposed by the other and (iii) shall not file or mail such document or respond to the SEC prior to receiving the approval of the other, which approval shall not be unreasonably withheld, conditioned or delayed. Each of the Company and Parent shall advise the other, promptly after receipt of notice thereof, of the time of effectiveness of the Form S-4, the issuance of any stop order relating thereto or the suspension of the qualification of the Merger Consideration for offering or sale in any jurisdiction, and each of the Company and Parent shall use its commercially reasonable efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. None of the Company, Parent, Merger Sub or any of their respective Representatives shall agree to participate in any material or substantive meeting or conference (including by telephone) with the SEC, or any member of the staff thereof, in respect of the Joint Proxy Statement or the Form S-4 unless it consults with the other party in advance and, to the extent permitted by the SEC, allows the other party to participate. Each of the Company and Parent shall use its commercially reasonable efforts to take any other action required to be taken by it under the Securities Act, the Exchange Act, the DGCL and the rules of the NYSE in connection with the filing and distribution of the Joint Proxy Statement and the Form S-4, and the solicitation of proxies from the stockholders of each of the Company and Parent thereunder. Parent shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities Act, the Exchange Act, any applicable state securities or “blue sky” laws and the rules and regulations thereunder in connection with the Transactions. (b) If prior to the Effective Time, any event occurs with respect to Parent or any Parent Subsidiary, or any change occurs with respect to other information supplied by Parent for inclusion in the Joint Proxy Statement or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement or the Form S-4, so that either such document would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, 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 Joint Proxy Statement or the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to Parent’s stockholders and the Company’s stockholders. Nothing in this Section 6.1(b) shall limit the obligations of any party under Section 6.1(a). (c) 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 Joint Proxy Statement or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement or the Form S-4, so that either such document would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company shall promptly notify Parent of such event, and the Company and Parent shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Joint Proxy Statement or the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to Parent’s stockholders and the Company’s stockholders. Nothing in this Section 6.1(c) shall limit the obligations of any party under Section 6.1(a). (d) Parent shall, as soon as reasonably practicable following the date of this Agreement, duly call, give notice of, convene and hold the Parent Stockholders Meeting to seek the Parent Stockholder Approvals. Parent shall use its commercially reasonable efforts to (i) cause the Joint Proxy Statement to be mailed to the Company's Parent’s stockholders at the earliest practicable date. The Company, Parent and Sub, shall take all reasonable actions necessary or advisable to cause the Merger to be approved by shareholders and to effect hold the MergerParent Stockholders Meeting as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act and (ii) solicit the Parent Stockholder Approval. Parent shall, through the Parent Board, recommend to its stockholders that they give the Parent Stockholder Approval and shall include such recommendation in the Joint Proxy Statement, except to the extent that the Parent Board shall have made a Parent Adverse Recommendation Change as permitted by Section 5.4(d). (be) The Company willshall, as soon as reasonably practicable following the Proxy Trigger Datedate of this Agreement, duly call, give notice of, convene and hold the Company Stockholders Meeting for to seek the purpose Company Stockholder Approvals. The Company shall use its commercially reasonable efforts to (i) cause the Joint Proxy Statement to be mailed to the Company’s stockholders and to hold the Company Stockholders Meeting as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act and (ii) solicit the Company Stockholder Approval. The Company shall, through the Company Board, recommend to its stockholders that they give the Company Stockholder Approval and shall include such recommendation in the Joint Proxy Statement, except to the extent that the Company Board shall have made a Company Adverse Recommendation Change as permitted by Section 5.3(d). (f) The Company shall use its commercially reasonable efforts to hold the Company Stockholders Meeting on the day of approving this Agreement the Parent Stockholders Meeting, and Parent shall use its commercially reasonable efforts to hold the transactions contemplated hereby. At Parent Stockholders Meeting on the day of the Company Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent in each case, subject to Section 6.1(d) and Sub and any of their Subsidiaries or affiliates to be voted in favor of the MergerSection 6.1(e). (cg) Notwithstanding Promptly following the foregoing clauses (a) and (b)execution of this Agreement, Parent, in its capacity as the event that Parent or any other Subsidiary sole stockholder of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Merger Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit adopt this Agreement and furnish a true and complete copy of such adoption to the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated herebyCompany.

Additional Agreements. 6.1 Preparation of the Proxy Statement6.1. PREPARATION OF PROXY STATEMENT; Company Stockholders MeetingSTOCKHOLDER MEETING; Merger without a Company Stockholders MeetingCOMFORT LETTERS. (a) As soon as practicable Promptly following the acceptance for payment date of and payment for shares this Agreement, the Company shall prepare the Proxy Statement (the "Proxy Statement") required to be distributed to holders of Company Common Stock in connection with the Merger and include therein the recommendation of the Board that the stockholders of the Company vote in favor of the approval and adoption of this Agreement and include therein the written opinion of ▇▇▇-▇▇▇▇, ▇▇▇▇▇▇ Inc. (the "Financial Adviser") that the cash consideration to be received by Sub the stockholders of the Company pursuant to the Merger is fair, from a financial point of view, to such stockholders; provided, however, that the Board of Directors of the Company may fail to make or may withdraw or modify such recommendation, if, in the Offeraccordance with Section 5.4, the Board of Directors of the Company and Parent shall prepare and file with the SEC the Proxy Statementrecommends a Superior Proposal. The Company shall use its reasonable best efforts to obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Emerald, respond promptly to all SEC any comments made by the Securities and Exchange Commission (the "SEC") with respect to the Proxy Statement and any preliminary version thereof. Emerald will cooperate with the Company in connection with the preparation of the Proxy Statement including, but not limited to, furnishing to the Company any and all information regarding Emerald as may be required to be disclosed therein. The Company will use reasonable best efforts to cause the Proxy Statement to be mailed to 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 to be approved by shareholders and to effect the Mergeras promptly as practicable. (b) All filings with the SEC and all mailings to the Company's stockholders in connection with the Merger, including the Proxy Statement, shall be subject to the prior review, comment and approval of Emerald (such approval not to be unreasonably withheld or delayed). (c) The Company will, as soon promptly as practicable following the Proxy Trigger Datedate of this Agreement and in consultation with Emerald, duly call, call and give notice of, and, provided that this Agreement has not been terminated, convene and hold hold, the Company Stockholders Stockholders' Meeting for the purpose of approving this Agreement and the transactions contemplated herebyby this Agreement to the extent required by the DGCL (the "Company Stockholders' Meeting"). At the The Company Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates will use reasonable best efforts to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, hold such meeting as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLdate hereof. (d) Parent Upon the request of Emerald, the Company shall (i) cause Sub promptly use reasonable best efforts to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary delivered to the Company and Emerald a letter of Ernst & Young LLP, the Company's independent public accountants, dated a date within two (2) business days before the date of mailing the Proxy Statement to the stockholders of the Company and a letter of Ernst & Young LLP dated a date within two (2) business days before the Company Stockholders' Meeting, addressed to the Company, in each case customary in scope and substance for Sub letters delivered by independent public accountants in connection with proxy statements similar to adopt the Proxy Statement; PROVIDED, HOWEVER, that such letters shall only be delivered to the extent permitted under accounting principles and approve this Agreement and pronouncements applicable to the transactions contemplated herebyU.S. accounting profession.

Additional Agreements. 6.1 Preparation of the Proxy StatementSECTION 6.1. PREPARATION OF FORM S-4 AND THE PROXY STATEMENT; Company Stockholders Meeting; Merger without a Company Stockholders MeetingSTOCKHOLDER MEETING. (a) As soon promptly as practicable following after the acceptance for payment execution of and payment for shares of Company Common Stock by Sub in the Offerthis Agreement, the Company and Parent Acquiror shall cooperate, prepare and file with the SEC, the Joint Proxy Statement/Prospectus and the Registration Statement in which the Joint Proxy Statement/Prospectus will be included as a prospectus, provided that Acquiror may delay the filing of the Registration Statement until approval of the Joint Proxy Statement/Prospectus by the SEC. The Company and Acquiror will cause the Joint Proxy Statement/Prospectus and the Registration Statement to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Each of Acquiror and the Company shall use reasonable best efforts to have or cause the Joint Proxy Statement/Prospectus to be cleared by the SEC and to cause the Registration Statement to become effective as promptly as practicable. Without limiting the generality of the foregoing, each of the Company and Acquiror shall, and shall cause its respective Representatives to, fully cooperate with the other party and its respective Representatives in the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement, and shall, upon request, furnish the other party with all information concerning it and its affiliates, directors, officers and stockholders as the other may reasonably request in connection with the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement. The Company shall use its best efforts to respond to all SEC comments Joint Proxy Statement/Prospectus with respect to the Proxy Merger shall include the determination and recommendation of the Company Board (subject to Section 6.3(d)) and the Acquiror Board that their respective stockholders vote in favor of the approval and adoption of this Agreement and the Merger. The Company and Acquiror shall use reasonable best efforts to take all actions required under any applicable foreign, federal or state securities or Blue Sky Laws in connection with the issuance of shares of Acquiror Common Stock pursuant to the Merger. As promptly as practicable after the Registration Statement with respect to the Merger shall have become effective, the Company and to Acquiror shall cause the Joint Proxy Statement Statement/Prospectus with respect to the Merger 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 to be approved by shareholders and to effect the Mergertheir respective stockholders. (b) The Without limiting the generality of the foregoing, (i) the Company will, and Acquiror shall notify each other as soon promptly as practicable following the Proxy Trigger Date, duly call, give notice upon becoming aware of any event or circumstance which should be described in an amendment of, convene or supplement to, the Joint Proxy Statement/Prospectus or the Registration Statement, and hold (ii) the Company Stockholders Meeting and Acquiror shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC on, or of any written or oral request by the SEC for amendments or supplements to, the purpose Joint Proxy Statement/Prospectus or the Registration Statement, and shall promptly supply the other with copies of approving this Agreement all correspondence between it or any of its representatives and the transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all SEC with respect to any of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Mergerforegoing filings. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent The Company 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 action necessary to convene and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without hold a meeting of its stockholders as promptly as practical for the purpose of obtaining the CompanyCompany Stockholder Approval. Subject to Section 6.3, in accordance with Section 253 the Company shall, through the Company Board, recommend to its stockholders the adoption of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby and shall use its best efforts to solicit from its stockholders proxies in favor of adoption of this Agreement and to take all other lawful action necessary to secure the Company Stockholder Approval. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to this Section 6.1(c) shall not be affected by the commencement, public proposal or communication to the Company of any Acquisition Proposal, subject to Section 6.3 below. (d) Acquiror shall take all action necessary in accordance with applicable law and its certificate of incorporation and bylaws to convene and hold a meeting of its stockholders as promptly as practical for approval and the purpose of obtaining the Acquiror Stockholder Approval. Acquiror shall, through the Acquiror Board, recommend to its stockholders the adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; hereby and (iii) cause shall use its best efforts to be taken all additional actions necessary for Sub to adopt and approve solicit from its stockholders proxies in favor of adoption of this Agreement and to take all other lawful action necessary to secure the Acquiror Stockholder Approval. Neither the Acquiror Board nor any committee thereof shall withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to the Company, the approval or recommendation by the Acquiror Board of this Agreement or the transactions contemplated hereby. (e) The Company and Acquiror shall coordinate and cooperate with each other with respect to the timing of the Company Stockholder Meeting and the Acquiror Stockholder Meeting and shall use their best efforts to hold such meeting on the same day and as soon as practicable after the date hereof.