Common use of Additional Agreements Clause in Contracts

Additional Agreements. Section 6.1 Preparation of the Amendment to Joint Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4. (a) 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 amended or supplemented from time to time prior to the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) the Company and Parent 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 Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”). Each of Parent and the Company shall use its reasonable best efforts to 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/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (b) 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, 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 Statement/Prospectus will, at the date of distribution to stockholders of the Company, 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 other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote 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 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 light of the circumstances 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) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall 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 Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules 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 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/Prospectus or the Form S-4.

Additional Agreements. Section 6.1 Preparation of the Amendment Form S-4 and the Proxy Statement; MSLO Stockholders Meeting. (a) As soon as practicable following the date of this Agreement, Sequential and MSLO shall prepare, and Sequential shall cause TopCo to Joint file with the SEC, the Form S-4, including the related Proxy Statement/Prospectus and Post-Effective Amendment Information Statement. Each of Sequential and MSLO shall use reasonable best efforts to Form S-4. (a) On July 2, 2021, Parent filed with have the SEC a registration statement on Form S-4 declared effective under the Securities Act (including a preliminary joint proxy statement/prospectusas promptly as practicable after such filing. Each of Sequential and MSLO shall furnish all information concerning such Person and its Affiliates to the other, and provide such other assistance, as amended may be reasonably requested, in connection with the preparation, filing and distribution of the Form S-4, Proxy Statement/Prospectus and Information Statement. The Form S-4 and Proxy Statement/Prospectus shall include all information reasonably requested by such other party to be included therein. Each of Sequential and MSLO shall promptly notify the other upon the receipt of any comments from the SEC or supplemented any request from time to time prior the SEC for amendments or supplements to the date hereofForm S-4 or Proxy Statement/Prospectus and shall provide the other with copies of all correspondence between it and its Representatives, on one hand, and the “Original Joint SEC, on the other hand. Each of Sequential and MSLO shall use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC with respect to the Form S-4 or Proxy Statement/Prospectus”) with respect to . Notwithstanding the issuance of Parent Common Stock in the Merger (such registration statementforegoing, and any amendments or supplements thereto prior to filing the date hereof, Form S-4 (or any amendment or supplement thereto) or mailing 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 any amendment or supplement thereto) or responding 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 any comments of the Company relating SEC with respect thereto, each of Sequential and MSLO (i) shall provide the other an opportunity to review and comment on such document or response (including the Company Stockholders Meeting and (yproposed final version of such document or response) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepareinclude in such document or response all comments reasonably proposed by the other. Each of Sequential and MSLO shall advise the other, together with promptly after receipt of notice thereof, of the Company, and file with time of effectiveness of the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”). Each issuance of Parent any stop order relating thereto or the suspension of the qualification of shares of TopCo Common Stock for offering or sale in any jurisdiction, and the Company each of Sequential and MSLO shall use its reasonable best efforts to 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 stop order or suspension lifted, reversed or otherwise terminated. Sequential shall also cause TopCo to take any other 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 required 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/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (b) 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, at the time the Form S-4 is filed with the SEC or at the time it becomes effective taken under the Securities Act, contain the Exchange Act, any untrue statement of material fact applicable foreign or omit to state any material fact required to be stated therein securities or necessary to make “blue sky” laws and the statements therein, in light of the circumstances under which they were made, not misleading, rules and (ii) the Joint Proxy Statement/Prospectus will, at the date of distribution to stockholders of the Company, at the time of the Company Stockholders Meeting to be held regulations thereunder in connection with the MergerMergers, at the date of distribution to shareholders of Parent and at the time issuance of the Parent Stockholders Meeting to be held in connection with Merger Consideration and the Issuance, contain any untrue statement issuance of material fact or omit to state any material fact required to be stated therein or necessary in order to make shares of TopCo Common Stock under 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 other party for inclusion or incorporation by reference thereinSequential Benefit Plans. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote Effective Time any information relating to the Company or ParentSequential, MSLO, TopCo, or any of their respective Affiliates, directors officers or officersdirectors, should be discovered by the Company Sequential, MSLO or Parent which TopCo that should be set forth in an amendment or supplement to any of the Joint Form S-4 or the Proxy Statement/Prospectus or Form S-4, as applicableProspectus, so that any of such document 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 are were made, not misleading, the party that which discovers such information shall promptly notify the other party parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Lawlaw, distributed disseminated to the stockholders of the Company Sequential and to the shareholders of ParentMSLO. (cb) Each MSLO shall use its reasonable best efforts to, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the “MSLO Stockholders Meeting”), and shall within five Business Days of the Company effectiveness of the Form S-4 publicly announce the date of the MSLO Stockholders Meeting, in accordance with the DGCL and Parent MSLO’s certificate of incorporation and bylaws for the purpose of obtaining the MSLO Stockholder Approval and shall, subject to the provisions of Section 5.5, through its Board of Directors, recommend to its stockholders the adoption and approval of this Agreement. MSLO may only postpone or adjourn the MSLO Stockholders Meeting (i) to solicit additional proxies for the purpose of obtaining the MSLO Stockholder Approval, (ii) for the absence of a quorum, (iii) with the consent of Sequential or (iv) to allow reasonable additional time for the filing and/or mailing of any supplemental or amended disclosure that MSLO 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 MSLO prior to the MSLO Stockholders Meeting. MSLO shall use its reasonable best efforts to (i) cause the Joint Proxy Statement/Prospectus and to be mailed to MSLO’s stockholders as promptly as practicable after 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 Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger is declared effective under the Securities Act and Exchange Act and to hold the rules and regulations thereunder. (d) Each party will advise the other party promptly MSLO Stockholders Meeting as soon as practicable after it receives notice thereof, of the time when the Form S-4 becomes effectiveeffective and (ii) subject to the provisions of Section 5.5, solicit the issuance of any stop orderMSLO Stockholder Approval. MSLO shall, through the suspension MSLO Board, recommend to its stockholders that they vote in favor of the qualification of MSLO Merger and shall include such recommendation in 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 Joint Proxy Statement/Prospectus Prospectus, except to the extent that the MSLO Board shall have made an Adverse Recommendation Change as permitted by Section 5.5. MSLO agrees, subject to Section 5.5, that its obligations pursuant to this Section 6.1 shall not be affected by the commencement, public proposal, public disclosure or the Form S-4communication to MSLO of any Acquisition Proposal.

Additional Agreements. Section 6.1 Preparation of the Amendment to Joint Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4. (a) On July 2Section 6 of the Series E Preferred Shares set forth in the Company’s Articles Supplementary dated February 28, 2021, Parent filed with the SEC a registration statement on Form S-4 under the Securities Act 2017 (including a preliminary joint proxy statement/prospectus, as amended or supplemented from time to time prior to the date hereof, the “Original Joint Proxy Statement/ProspectusArticles Supplementary”) requires certain consents of the holders with respect to Company actions with respect to the issuance of Parent Common Stock Proposals, the Loan Agreement, including an Unsolicited Cash Offer (as defined in the Merger (such registration statement, Loan Agreement) pursuant to Section 3.9 of the Loan Agreement 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, 2021IRSA Rights Grant. As promptly as reasonably practicable after The Stockholders acknowledge and agree that the execution and delivery of this AgreementAgreement by the Stockholders shall be deemed such consent by the Stockholders, (i) the in their capacity as holders of Company and Parent Series E Preferred Shares, provided that such consent shall jointly prepare and cause not apply 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 any issuance of preferred stock of the Company relating pursuant to the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”). Each of Parent and the Company shall use its reasonable best efforts to 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/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4an Unsolicited Cash Offer. (b) None The Stockholders hereby waive their preemptive rights that might apply with respect to the Proposals to purchase Company securities granted pursuant to Section 4 of that certain Investor Rights Agreement dated March 16, 2016 between the Company and the Stockholders or affiliates of the information supplied or Stockholders (“Rights Agreement”), provided, however the foregoing waiver shall in no manner restrict Stockholders’ pro rata purchases pursuant to be supplied the rights offering contemplated by the Company Proposals, or Parent for inclusion or incorporation by reference into (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC or at the time it becomes effective purchase rights granted under the Securities ActLoan Agreement, contain any untrue statement of material fact or omit pursuant 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 misleadingan Unsolicited Cash Offer, and (ii) the Joint Proxy Statement/Prospectus will, at the date of distribution to stockholders of the Company, 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 other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote 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 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 light of the circumstances 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 andprovided further, to the extent required by LawIRSA (as defined in the Loan Agreement) and its affiliates do not exercise preemptive rights pursuant to Section 3 of that certain Investor Rights and Conversion Agreement dated February 1, distributed to 2012 between the stockholders of the Company Company, IRSA and to the shareholders of Parent. (c) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities Actcertain IRSA affiliates, as the case may beextended by 3(f) of that certain Agreement dated March 15, and the rules and regulations of the SEC thereunder2016, 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 Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules 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 Common Stock issuable in connection with an Unsolicited Cash Offer, the Merger Stockholders may exercise such unexercised preemptive rights for offering its own account in the Unsolicited Cash Offer, it being acknowledged that the Company may grant similar rights to exercise unexercised preemptive rights of Stockholder to IRSA or sale in any jurisdiction, or any request by its affiliates (the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4“IRSA Rights Grant”).

Additional Agreements. Section 6.1 Preparation 5.1 STOCKHOLDER APPROVAL; PREPARATION AND FILING OF THE S-4 AND JOINT PROXY STATEMENT/PROSPECTUS. (a) Each of the Amendment Company and Parent acting through their respective Boards of Directors, shall, subject to and in accordance with applicable law and their respective charter documents, duly call, give notice of, convene and hold as soon as practicable following the date on which the S-4 becomes effective their respective Stockholder Meetings for the purpose of, in the case of the Company, approving and adopting this Agreement and, in the case of Parent, approving the Share Issuance. The Company, acting through its Board of Directors, shall, subject to SECTION 8.2, (i) recommend approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders of the Company and include in the Joint Proxy Statement/Prospectus such recommendation (the "COMPANY RECOMMENDATION") and (ii) take all reasonable and lawful action to solicit and obtain such approval. Parent, acting through its Board of Directors, shall (i) recommend approval of the Share Issuance and include in the Joint Proxy Statement/Prospectus such recommendation (the "PARENT RECOMMENDATION") and (ii) take all reasonable and lawful action to solicit and obtain such approval. Each of the Company and Parent shall use all reasonable efforts to hold the Stockholder Meetings on the same date and as soon as practicable after the date upon which the S-4 becomes effective. (b) As soon as practicable after the date hereof, Parent and the Company shall, in consultation with each other, prepare and file with the SEC the Joint Proxy Statement/Prospectus for use in connection with the solicitation of proxies from the Company's stockholders in favor of the adoption and approval of this Agreement and the approval of the Merger and from Parent's stockholders in favor of adoption and approval of the Share Issuance at their respective Stockholder Meetings, and Parent, in consultation with the Company, 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 Post-Effective Amendment the S-4, or in any amendments or supplements thereto, and to Form S-4. (a) On July 2, 2021, Parent filed cause its counsel and auditors to cooperate with the SEC a registration statement on Form 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 (including a preliminary joint proxy statement/prospectus, as amended or supplemented from time promptly as practicable after such filing with the SEC. The Company shall use all commercially reasonable efforts to time prior to cause the date hereof, the “Original Joint Proxy Statement/Prospectus”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 (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 respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) the Company and Parent 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 Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”). Each of Parent and the Company shall use its reasonable best efforts to have furnish all information concerning 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 Company and the other transactions contemplated hereby. Parent shall furnish to holders of capital stock of 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 distribution 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, or correspondence 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 to, the S-4 will be submitted made by Parent, or with respect to the Joint Proxy Statement/Prospectus will be made by the Company or Parent, as applicableCompany, without providing the other party hereto 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 partythereon. Both parties Parent 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/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (b) 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, 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 Statement/Prospectus will, at the date of distribution to stockholders of advise the Company, 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 other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote 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 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 light of the circumstances 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) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall 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 Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules 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 effectivehas 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 Form S-4SEC 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. Section 6.1 6.01 Preparation of the Amendment to Joint Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4, Proxy Statement and Schedule 13E-3; Company Stockholders Meeting. (a) 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 amended or supplemented from time to time prior to the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) date hereof the Company and Parent shall jointly use reasonable best efforts to 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) a proxy statement to be mailed sent to the stockholders of the Company relating to the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Proxy Statement”) and Parent shall prepare and cause to be filed with the SEC the Form S-4” and, together in which the Proxy Statement will be included as a prospectus, and the Schedule 13E-3, and Parent and the Company shall use their respective reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing. Each of the Company and Parent shall furnish all information concerning such Person and its Affiliates to the other, and provide such other assistance, as may be reasonably requested in connection with the Original preparation, filing and distribution of the Form S-4, the “Schedule 13E-3 and the Proxy Statement, and the Form S-4”), the Schedule 13E-3 and the Proxy Statement shall consider in good faith the inclusion of all information reasonably requested by such other party to be included therein. Each of the 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, the Schedule 13E-3 or the Proxy Statement and shall provide the other with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. Each of the Company and Parent shall use its reasonable best efforts to 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, respond as promptly as reasonably practicable after to any comments from the SEC with respect to the Form S-4, the Schedule 13E-3 or its staff advises that it has no further comments on the Amended Joint Proxy Statement/Prospectus and . Notwithstanding the Amended foregoing, prior to filing the Form S-4 or that the Schedule 13E-3 (or any amendment or supplement thereto) or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of the Company and Parent may commence mailing (i) shall provide the Amended Joint Proxy Statement/Prospectusother a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response), (ii) shall consider in good faith the inclusion 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, but, in each case, the foregoing shall not apply to any document relating to a Change in Recommendation. 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 reasonable best efforts to cause the Amended Joint Proxy Statement/Prospectus to be distributed to the stockholders have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Company and 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 shareholders of 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 change occurs with respect to other information supplied by Parent (as applicable). No filing for inclusion in the Proxy Statement, the Form S-4 or the Schedule 13E-3, which is required to be described in an amendment of, or a supplement to, the Proxy Statement, the Form S-4 or the Schedule 13E-3, 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 Amended Joint Proxy Statement/Prospectus , the Form S-4 or the Amended Form S-4Schedule 13E-3 and, as applicablerequired by Law, in disseminating the information contained in such amendment or supplement. Nothing in this Section 6.01(b) shall be made by limit 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 obligations of any comments from party under Section 6.01(a). (c) If prior to the staff of the SEC Effective Time, any event occurs with respect to the Amended Joint Proxy Statement/Prospectus Company or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicableCompany Subsidiary, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, change occurs with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (b) None of the other information supplied or to be supplied by the Company or Parent for inclusion or incorporation by reference into (i) in the Proxy Statement, the Form S-4 willor the Schedule 13E-3, at which is required to be described in an amendment of, or a supplement to, the time Proxy Statement, the Form S-4 is filed or the Schedule 13E-3, the Company shall promptly notify Parent of such event, and the Company and Parent shall cooperate in the prompt filing with the SEC of any necessary amendment or at supplement to the time it becomes effective under Proxy Statement, the Securities ActForm S-4 or the Schedule 13E-3 and, contain any untrue statement of material fact or omit to state any material fact as required to be stated therein or necessary to make the statements thereinby Law, in light disseminating the information contained in such amendment or supplement. Nothing in this Section 6.01(c) shall limit the obligations of the circumstances any party under which they were madeSection 6.01(a). (d) The Company shall, not misleading, and (ii) the Joint Proxy Statement/Prospectus will, at as soon as reasonably practicable following the date of distribution this Agreement, duly call, give notice of, convene and hold the Company Stockholders Meeting for the sole purposes of seeking the Company Requisite Stockholder Approvals, considering and voting (on a non-advisory basis) upon specified compensation that may become payable to stockholders certain of the Company’s executive officers (if required), considering and voting upon a proposal to adjourn the Company Stockholders Meeting from time to time to a later date, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Company Stockholders Meeting to be held in connection with obtain the MergerCompany Requisite Stockholder Approvals, at and transacting such other business as may properly come before the date of distribution to shareholders of Parent and at the time Company Stockholders Meeting or any adjournment or postponement of the Parent Company Stockholders Meeting Meeting. The Company shall use its reasonable best efforts 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) cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Form S-4 is declared effective under the Securities Act and to hold the Company Stockholders Meeting as soon as reasonably practicable after the Form S-4 becomes effective and (ii) subject to a Change in Recommendation, solicit the Company Requisite Stockholder Approvals. The Company shall, through the Company Board and the Special Committee, recommend to its stockholders that they give the Company Requisite Stockholder Approvals and shall include such recommendation in the Proxy Statement, except to the extent that the Company Board or Special Committee shall have made a Change in Recommendation as permitted by Section 5.02(f) or Section 5.02(g). If on a date for which the Company Stockholders Meeting is scheduled, neither party the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Requisite Stockholder Approvals, whether or not a quorum is present, the Company shall have the right (but not the obligation) to make one or more successive postponements or adjournments of the Company Stockholders Meeting, provided that (excluding any adjournments or postponements required by applicable Law) the Company Stockholders Meeting is not postponed or adjourned to a date that is more than thirty (30) days after the date for which the Company Stockholders Meeting was originally scheduled (excluding any adjournments or postponements required by applicable Law). The Company agrees that its obligations pursuant to this Section 6.01 shall not be responsible or liable for any statements made or incorporated by reference therein based on information supplied affected by the other party for inclusion commencement, public proposal, public disclosure or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote any information relating communication to the Company or Parentof any Company Acquisition Proposal, or any of their respective Affiliates, directors or officers, should be discovered by the making of any Change in Recommendation or by the occurrence of an Intervening Event. Notwithstanding the foregoing, the Company may adjourn or postpone the Company Stockholders Meeting from time to time (i) with the consent of Parent which should (not to be set forth in unreasonably withheld, conditioned or delayed) or (ii) if the Company determines an amendment or supplement to 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 Statement is required by applicable Law (in which case the Company Stockholders Meeting shall be adjourned to state any material fact necessary to make ensure 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 party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, is provided to the extent required by Law, distributed to the stockholders of the Company and to the shareholders of ParentCompany’s stockholders). (c) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall 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 Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules 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 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/Prospectus or the Form S-4.

Additional Agreements. Section 6.1 Preparation of the Amendment to Joint Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4. (a) On July 2Section 6 of the Series E Preferred Shares set forth in the Company’s Articles Supplementary dated February 28, 2021, Parent filed with the SEC a registration statement on Form S-4 under the Securities Act 2017 (including a preliminary joint proxy statement/prospectus, as amended or supplemented from time to time prior to the date hereof, the “Original Joint Proxy Statement/ProspectusArticles Supplementary”) requires certain consents of the holders with respect to Company actions with respect to the Proposals, the Loan Agreement, including an Unsolicited Cash Offer (as defined in the Loan Agreement) pursuant to Section 3.9 of the Loan Agreement and the StepStone Rights Grant; provided that such consent shall not apply to any issuance of Parent Common Stock in preferred stock of the Merger (such registration statement, Company pursuant to Section 3.9 of the Loan Agreement. The Stockholders acknowledge 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 agree that the execution and delivery of this AgreementAgreement by the Stockholders shall be deemed such consent by the Stockholders, (i) the in their capacity as holders of Company and Parent Series E Preferred Shares, provided that such consent shall jointly prepare and cause not apply 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 any issuance of preferred stock of the Company relating pursuant to the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”). Each of Parent and the Company shall use its reasonable best efforts to 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/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4an Unsolicited Cash Offer. (b) None The Stockholders hereby waive their preemptive rights that might apply with respect to the Proposals to purchase Company securities granted pursuant to the following agreements between the Company and the Stockholders or affiliates of the information supplied or Stockholders, Section 3 of that certain Investor Rights and Conversion Agreement dated February 1, 2012, as extended by 3(f) of that certain Agreement dated July 23, 2015, and as further extended by Section 4 of the Agreement dated March 16, 2016 (collectively, the “Investor Agreement”), provided, however, the foregoing waiver shall in no manner restrict Stockholders’ pro rata purchases pursuant to be supplied the rights offering contemplated by the Company Proposals, or Parent for inclusion or incorporation by reference into (i) the Form S-4 willpurchase rights, at the time the Form S-4 is filed with the SEC or at the time it becomes effective if any, granted under the Securities ActLoan Agreement, contain any untrue statement of material fact or omit pursuant to state any material fact required to be stated therein or necessary to make an Unsolicited Cash Offer (as defined in the statements therein, in light of the circumstances under which they were made, not misleadingLoan Agreement), and (ii) the Joint Proxy Statement/Prospectus will, at the date of distribution to stockholders of the Company, 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 other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote 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 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 light of the circumstances 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 andprovided further, to the extent required by LawLender or its affiliates do not exercise preemptive rights pursuant to Section 4 of that certain Investor Rights Agreement dated March 16, distributed to the stockholders of 2016 between the Company and to the shareholders affiliates of Parent. (c) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall 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 Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules 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 Common Stock issuable Lender in connection with an Unsolicited Cash Offer, the Merger Stockholders may exercise such unexercised preemptive rights for offering its own account in the Unsolicited Cash Offer, it being acknowledged that the Company may grant similar rights to exercise unexercised preemptive rights of Stockholders to Lender or sale in any jurisdiction, or any request by its affiliate (the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4“StepStone Rights Grant”).

Additional Agreements. Section 6.1 Preparation of the Amendment to Joint Proxy Statement5.1 PREPARATION OF FORM S-4 AND JOINT PROXY STATEMENT/Prospectus and Post-Effective Amendment to Form S-4PROSPECTUS; INFORMATION SUPPLIED. (a) 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 soon as amended or supplemented from time to time prior to practicable following the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) the Company Chancellor and Parent Capstar shall jointly prepare and cause to be filed file with the SEC an amendment to the Original Joint Proxy Statement/Prospectus and (as amended or supplemented from time ii) Capstar and Chancellor shall prepare and file a Registration Statement on Form S-4 (the "Form S-4") with respect to timethe registration of the issuance of shares of Chancellor Common Stock in the Merger, of which 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 Prospectus will form a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”)part. Each of Parent Chancellor and the Company Capstar shall use its reasonable best efforts to have the Amended Form S-4 declared effective by under 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, Securities Act 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 such filing. Chancellor shall use its reasonable best efforts to cause the Amended Joint Proxy Statement/Prospectus to be distributed mailed to Chancellor's stockholders, and Capstar shall use its reasonable best efforts to cause 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 to be mailed to Capstar's stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Chancellor shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or take any action that would subject it to the Amended service of process in suits, other than as to matters and transactions relating to the Form S-4, as applicable, shall in any jurisdiction where it is not so subject) required to be made by taken under any applicable state securities laws in connection with the Company or Parent, as applicable, and no response to any comments issuance 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 Chancellor Common Stock in the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, Merger and Capstar shall furnish all information concerning itself and the holders of shares of Capstar Common Stock as applicable, or may be reasonably requested in connection with 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/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4action. (b) None of Capstar agrees and represents and warrants that the information supplied or to be supplied by the Company or Parent it specifically for inclusion or incorporation by reference into in the (i) the Form S-4 willwill not, at the time the Form S-4 is filed with the SEC SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required 34 42 to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, and or (ii) the Joint Proxy Statement/Prospectus willwill not, at the date of distribution it is first mailed to Capstar's stockholders of the Company, or at the time of the Company Capstar Stockholders Meeting to be held (as defined in connection with the MergerSection 5.2(a)), contain any statement which, at the date time and in light of distribution the circumstances under which it is made, is false or misleading with respect to shareholders any material fact, or omits to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of Parent a proxy for the same meeting or subject matter thereof which has become false or misleading. (c) Chancellor agrees and represents and warrants that the information supplied or to be supplied by it specifically for inclusion or incorporation by reference in (i) the Form S-4 will not, at the time of the Parent Stockholders Meeting to be held in connection Form S-4 is filed with the IssuanceSEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading; providing, that, in each case of (i) and or (ii), neither party shall be responsible or liable for any statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote 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 ) the Joint Proxy Statement/Prospectus will not, at the date it is first mailed to Chancellor's stockholders or Form S-4at the time of the Chancellor Stockholders Meeting, as applicablecontain any statement which, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make at the statements therein, time and in light of the circumstances under which they are it is made, is false or misleading with respect to any material fact, or omits to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of a proxy for the same meeting or subject matter thereof which has become false or misleading, . Chancellor agrees that the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed Form S-4 will comply as to form in all material respects with the SEC and, to the extent required by Law, distributed to the stockholders requirements of the Company Securities Act and to the shareholders of Parent. (c) Each of the Company rules and Parent shall cause regulations promulgated thereunder and Chancellor agrees that the Joint Proxy Statement/Prospectus and the Form S-4 to will 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 promulgated thereunder, except that no representation or warranty shall be made by either party in each case with respect to statements made or incorporated by reference therein based on information in the Form S-4 or the Joint Proxy Statement/Prospectus supplied by the other party Capstar specifically for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect therein as to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunderwhich Chancellor assumes no responsibility. (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 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/Prospectus or the Form S-4.

Additional Agreements. Section 6.1 SECTION 5.01. Preparation of the Amendment to Form S-4, the Joint Proxy Statement/Prospectus Statement and Post-Effective Amendment to Form S-4. (a) 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, Schedule 13E-3. As soon as amended or supplemented from time to time prior to practicable following the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) the Company and Parent shall jointly (a) 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 Original Form S-4 Joint Proxy Statement and the Schedule 13E-3 and (such amendment, b) Parent shall prepare and any amendments or supplements thereto, the “Amended Form S-4” and, together file with the Original SEC the Form S-4, in which the “Form S-4”)Joint Proxy Statement will be included as a prospectus. Each of Parent and the Company and Parent shall and shall cause their respective counsel, accountants and other advisors to use its all reasonable best efforts to have the Amended Form S-4 declared effective by under the SECSecurities 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 Amended Form S-4 effective as for so long as is necessary to consummate complete the Merger Merger. The Company will cause (and will make provision that its successor cause) the Joint Proxy Statement to be mailed to the Company’s stockholders for purposes of approving the Consolidation and the other transactions contemplated herebyMerger, and Parent will 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. Parent shall furnish also take any action (other than qualifying to the Company all information relating do business in any jurisdiction in which it is not now so qualified or filing a general consent to Parent as may service of process) reasonably required to be reasonably requested by the Company taken under any applicable state securities laws in connection with any such action and the preparationissuance of Parent Preferred Stock in the Merger, filing and mailing of the Amended Joint Proxy Statement/Prospectus and the Company shall furnish to Parent all information relating to concerning the Company and the holders of Company Common Stock as may be reasonably requested by Parent in connection with any such action and the preparation preparation, filing and filing distribution of the Amended Joint Proxy Statement/Prospectus Statement 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 The parties shall cooperate and notify the each other party promptly of the receipt of any comments from the SEC or the staff of the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, and of any request by the SEC or the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus , the Form S-4 or Amended Form S-4, as applicable, the Schedule 13E-3 or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the each other party with copies of all correspondence between such party 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 Amended Joint Proxy Statement/Prospectus , the Form S-4, the Schedule 13E-3, the Merger or the Amended Form S-4. (b) None of other transactions contemplated by this Agreement or the information supplied Voting Agreement. No filing of, or to be supplied by the Company amendment or Parent for inclusion or incorporation by reference into (i) supplement to, the Form S-4 will, 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 will be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingmade by Parent, and (ii) no filing, or amendment or supplement to, the Joint Proxy Statement/Prospectus will, at Statement or the date of distribution to stockholders of Schedule 13E-3 will be made by Parent or the Company, 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) without providing the other party a reasonable opportunity to review and comment thereon or (ii)) without the approval of both Parent and the Company, neither which approval shall not be unreasonably withheld or delayed; provided, that, with respect to documents filed by a party shall be responsible or liable for any statements made or hereto that are incorporated by reference therein based on in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information supplied by relating to the other party for inclusion or incorporation by reference thereinits business, financial condition or results of operations or the Merger. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote Effective Time any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to any of the Form S-4, the Joint Proxy Statement/Prospectus Statement or Form S-4, as applicablethe Schedule 13E-3 (including the consummation of the Company Reorganization or the Consolidation), so that any such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are were made, not misleading, the party that discovers such information shall promptly notify the other party parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Lawlaw, distributed disseminated to the stockholders of the Company and to the shareholders of Parent. (c) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall 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 Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunder. (d) Each party will advise the other party promptly after it receives notice thereof, stockholders of the time when the Form S-4 becomes effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4Company.

Additional Agreements. Section 6.1 SECTION 5.1 Preparation of the Amendment to Joint Form S-4 and the Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4; Stockholders Meeting. (a) 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 soon as amended or supplemented from time to time prior to practicable following the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) the Company and Parent 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 Original Form S-4 (such amendment, Proxy Statement and any amendments or supplements thereto, the “Amended Form S-4” and, together Parent shall prepare and file with the Original SEC the Form S-4, in which the “Form S-4”)Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use its reasonable best efforts to 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 have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company will use all best efforts to cause the Amended Joint Proxy Statement/Prospectus Statement to be distributed mailed to the stockholders holders of Company Common Stock as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state or foreign securities laws in connection with the issuance of the Parent Common Stock in the Merger and the Company shall furnish all information concerning the Company and the shareholders holders of Parent (Company Common Stock as applicable)may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to to, the Amended Joint Proxy Statement/Prospectus Form S-4 or the Amended Form S-4, as applicable, shall Proxy Statement will be made by Parent or 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 with the 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 partythereon. 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/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (b) 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, 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 Statement/Prospectus will, at the date of distribution to stockholders of will advise the Company, 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 other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote 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 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 light of the circumstances 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) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall 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 Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules 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 effectivehas 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 Joint Proxy Statement/Prospectus Statement or the Form S-4S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set 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 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. (b) The Company shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold a meeting of its stockholders (the "Company Stockholders Meeting") in accordance with the DGCL for the purpose of obtaining the Company Stockholder Approval and, subject to Section 4.2, the Board of Directors of the Company shall recommend to the Company's stockholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby (the "Company Recommendation"). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company's Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligation.

Additional Agreements. Section 6.1 5.1 Preparation of the Amendment to Joint Proxy Statement/Prospectus Statement and Post-Effective Amendment to Form S-4Schedule 13E-3. (a) On July 2The Company shall as promptly as practicable prepare and file a proxy or information statement relating to the Stockholders' Meeting (together with all amendments, 2021supplements and exhibits thereto, Parent filed the "Proxy Statement") with the SEC a registration statement on Form S-4 under the Securities Act (including a preliminary joint proxy statement/prospectus, as amended or supplemented from time and will use its best efforts to time prior respond to the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance comments of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after and to cause 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) Statement to be mailed to the Company's stockholders of at the earliest practical time. The Company relating to the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”). Each of Parent and the Company shall use its reasonable best efforts to 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 will notify the other party Concord promptly of the receipt of any comments from the SEC or its staff of the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, and of any request by the SEC or its staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, Statement or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC information and shall will supply the other party Concord with copies of all correspondence between such party the Company or any of its Representativesrepresentatives, on the one hand, and the staff of the SECSEC or its staff, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus Statement or the Amended Form S-4. (b) 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, 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 Statement/Prospectus will, at the date of distribution to stockholders of the Company, 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 other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote Stockholders' Meeting there shall occur 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 event that should be set forth in an amendment or supplement to 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 light of the circumstances under which they are made, not misleading, the party that discovers Company will promptly prepare and mail to its stockholders such information shall promptly notify the other party and an appropriate amendment or supplement. The Company will not mail any Proxy Statement, or any amendment or supplement describing such information shall be promptly filed thereto, to which Concord reasonably objects. The Company hereby consents to the inclusion in the Proxy Statement of the recommendation of the Board described in Section 5.2, subject to any modification, amendment or withdrawal thereof, and represents that the Independent Advisor has, subject to the terms of its engagement letter with the SEC andCompany, consented to the extent required by Law, distributed inclusion of references to its opinion in the stockholders of the Company and to the shareholders of ParentProxy Statement. (cb) The Company, Concord, and Merger Sub shall together prepare and file a Transaction Statement on Schedule 13E-3 (together with all amendments and exhibits thereto, the "Schedule 13E-3") under the Exchange Act. Each of the Company Concord and Parent Merger Sub shall cause the Joint Proxy Statement/Prospectus furnish all information concerning it, its affiliates and the Form S-4 holders of its capital stock required to comply as be included in the Schedule 13E-3 and, after consultation with each other, shall respond promptly 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 any comments made by 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 Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunderSchedule 13E-3. (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 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/Prospectus or the Form S-4.

Additional Agreements. Section 6.1 Preparation of the Amendment to Form S-4; Joint Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4Prospectus; NYSE Listing. (a) 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 amended or supplemented from time to time prior to the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after following the execution and delivery date of this Agreement, (i) the Company Montage and Parent Marigold shall jointly prepare the Joint Proxy Statement/Prospectus in preliminary form and cause to be filed (ii) Montage shall prepare and New Holdco shall file with the SEC an amendment to a Registration Statement on Form S-4 which shall include 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 Original Form S-4 (such amendment, and any all amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”) (in which the Joint Proxy Statement/Prospectus will be included as a prospectus) relating to the registration of the shares of New Holdco Voting Common Stock issued to Marigold Shareholders pursuant to the Second Merger and, if required, the shares of New Holdco Voting Common Stock and New Holdco Non-Voting Common Stock issued to the Montage Shareholders pursuant to the First Merger (and, in each case, shares of New Holdco Non-Voting Common Stock and New Holdco Voting Common Stock issuable upon conversion thereof). The Joint Proxy Statement/Prospectus and Form S-4 shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder and other applicable Law. (b) Each of Parent Marigold and the Company Montage shall use its reasonable best efforts to have the Amended Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by under the SEC, Securities Act as promptly as practicable after such filing and to keep the Amended Form S-4 effective as for so long as is necessary to consummate the Merger Mergers. Each of Montage and the other transactions contemplated hereby. Parent Marigold shall promptly furnish all information concerning it or its shareholders to the Company all information relating to Parent other, and provide such other assistance, in each case, as may be reasonably requested by the Company in connection with any such action and the preparation, filing and mailing distribution of the Amended Form S-4 and the Joint Proxy Statement/Prospectus. Each of Montage and Marigold shall, as promptly as practicable after the receipt thereof, provide the other party with copies of any written comments and advise the other party of any oral comments with respect to the 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 received 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 such 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/Prospectus or the Amended Form S-4SEC, as applicable, and of including any request by the staff of from the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended and the Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply provide the other party with copies of all correspondence between such party or any of it and its Representatives, on the one hand, and the staff of the SEC, on the other hand. Notwithstanding the foregoing, with respect prior to filing the Amended Form S-4 (including any amendments and supplements thereto) or mailing the Joint Proxy Statement/Prospectus or the Amended Form S-4. (b) None responding to any comments of the information supplied or to be supplied by the Company or Parent for inclusion or incorporation by reference into SEC with respect thereto, each of Montage and Marigold (i) shall provide the other with a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response) and (ii) shall give due consideration to including in such document or response any comments reasonably proposed by the other. Each of Montage and Marigold shall advise the other, promptly after receipt of notice thereof, of the time of effectiveness of the Form S-4 willS-4, at the time issuance of any stop order relating thereto or the Form S-4 is filed with suspension of the SEC qualification of shares of New Holdco Voting Common Stock or at the time it becomes effective New Holdco Non-Voting Common Stock for offering or sale in any jurisdiction, and each of Montage and Marigold shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. New Holdco Montage and Marigold shall use reasonable best efforts to take any other action required to be taken under the Securities Act, contain any untrue statement the Exchange Act, the IBCA, the VSCA and the rules of material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereinNYSE, in light connection with the filing and distribution of the circumstances under which they were made, not misleading, and (ii) the Joint Proxy Statement/Prospectus willand the Form S-4, at and the date solicitation of distribution proxies from Montage Shareholders or Marigold Shareholders, as the case may be, thereunder. (c) Each of New Holdco and Montage shall use its reasonable best efforts to stockholders take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable under applicable Laws and rules and policies of the CompanyNYSE and the SEC to enable the listing of shares of New Holdco Voting Common Stock on the NYSE no later than the First Merger Effective Time, at subject to official notice of issuance. Each of New Holdco and Montage shall also use its reasonable best efforts to obtain all necessary state securities Law or “Blue Sky” permits and approvals required to carry out the time transactions contemplated by this Agreement (provided that in no event shall New Holdco or Montage be required to qualify to do business in any jurisdiction in which it is not now so qualified or file a general consent to service of process). (d) Each of Montage and Marigold shall, upon request, furnish to the Company Stockholders Meeting other all information concerning itself, its Subsidiaries, directors, officers and (to the extent reasonably available to the applicable party) shareholders and such other matters as may be held reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Montage, Marigold or any of their respective Subsidiaries to the NYSE or any Governmental Entity (including the Form S-4 and the Joint Proxy Statement/Prospectus) in connection with the MergerMergers and the other transactions contemplated by this Agreement. In addition, at the date of distribution Marigold will use its reasonable best efforts 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) provide interim financial statements of Marigold and the Marigold Subsidiaries (including footnotes) that are required by the Securities Act to be included in the Form S-4 that have been reviewed by Marigold’s independent registered public accounting firm, (ii)) provide management’s discussion and analysis of interim and annual consolidated financial statements, neither party shall be responsible or liable for any statements made or incorporated by reference therein based on information supplied by (iii) cause Marigold’s independent registered public accounting firm to consent to the other party for inclusion or incorporation by reference thereinof the audit reports on the annual audited consolidated financial statements of Marigold included in the Form S-4, and (iv) provide information concerning Marigold necessary to enable Montage and Marigold to prepare required pro forma financial statements and related footnotes, in each case, to the extent reasonably necessary to permit Montage to prepare the Form S-4. Notwithstanding the foregoing and except as required by applicable Law, neither party shall furnish any information that is the subject of any confidentiality agreement with any third party (provided that the withholding party shall use reasonable best efforts to obtain the required consent of such third party with respect to furnishing such information) or subject to any attorney client privilege (provided that the withholding party shall use reasonable best efforts to permit the furnishing of such information in a manner that does not result in loss or waiver of privilege). (e) If at any time prior to obtaining the Requisite Company Stockholder time that the Required Montage Vote or is obtained (the Requisite Parent Stockholder “Montage Approval Time”) and the time that the Required Marigold Vote is obtained (the “Marigold Approval Time”), any information relating to the Company Marigold or ParentMontage, or any of their respective Affiliates, directors officers or officersdirectors, should be discovered by the Company Marigold or Parent which Montage that should be set forth in an amendment or supplement to either of the Form S-4 or the Joint Proxy Statement/Prospectus or Form S-4, as applicableProspectus, so that either of such document 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 are were made, not misleading, the party that discovers such information shall promptly notify the other party parties hereto and an appropriate amendment or supplement describing such information shall promptly be promptly prepared and filed with the SEC and, to the extent required by under applicable Law, distributed to the stockholders of the Company and disseminated to the shareholders of ParentMarigold and Montage. (c) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall 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 Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules 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 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/Prospectus or the Form S-4.

Additional Agreements. Section 6.1 4.1 Preparation of Proxy Statement and Schedule 13E-3; the Amendment to Joint Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4Company Shareholders Meeting. (a) 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 soon as amended or supplemented from time to time prior to practicable following the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) the Company and Parent 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 Original Form S-4 (such amendment, Proxy Statement and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”)Schedule 13E-3. Each of Parent and the Company shall use its reasonable best efforts to 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 commercially reasonable best efforts to cause the Amended Joint Proxy Statement/Prospectus Statement to be distributed mailed to the stockholders of the Company and the Company’s 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, promptly 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/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4practicable. (b) None of the information supplied or Subject to be supplied by Section 4.4, the Company or Parent 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 Shareholders Meeting”) for inclusion or incorporation by reference into the purpose of obtaining shareholder approval. In connection with such meeting, the Company shall (i) the Form S-4 will, at the time the Form S-4 is filed promptly prepare and file with the SEC, use its commercially reasonable efforts to have cleared by the SEC or at and thereafter mail to its shareholders as promptly as practicable the time it becomes effective under Proxy Statement and all other proxy materials for such meeting, which Proxy Statement shall include the Securities Actopinion of T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC, contain any untrue statement of material fact or omit as to state any material fact required to be stated therein or necessary to make the statements therein, in light fairness of the circumstances under which they were made, not misleading, and (ii) the Joint Proxy Statement/Prospectus will, at the date of distribution to stockholders of the Company, 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 other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote 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 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 light of the circumstances 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 Merger Consideration to the shareholders of Parentthe 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 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) Each Except as required by Section 6.2(c), Parent shall vote or cause to be voted all the shares of Company Common Stock owned of record by Parent or any of its Subsidiaries in favor of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall be made transactions contemplated 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 Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunderthis Agreement. (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 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/Prospectus or the Form S-4.

Additional Agreements. Section SECTION 6.1 Preparation of the Amendment to Joint Proxy Statement/Prospectus Statement and Post-Effective Amendment to the Form S-4; Accountant's Letters. (a) On July 2As soon as practicable following the date hereof: (i) Company and Parent shall jointly prepare for inclusion in the Form S-4, 2021as soon as practicable after the date hereof, a proxy statement (the "Proxy Statement") relating to the Merger and the Share Issuance in accordance with the Exchange Act and the rules and regulations under the Exchange Act, with respect to the transactions contemplated by this Agreement. Company, Parent filed and Purchaser shall cooperate with each other in the preparation of the Proxy Statement. Company and Parent shall use all reasonable efforts to respond promptly to any comments made by the SEC with respect to the Proxy Statement, and to cause the Proxy Statement to be mailed to the stockholders of Company and Parent at the earliest practicable date after the Form S-4 is declared effective by the SEC. (ii) Parent shall prepare and file with the SEC a registration statement on Form S-4 under the Securities Act (including a preliminary joint proxy statement/prospectusSEC, as amended or supplemented from time to time prior to soon as practicable after the date hereof, the “Original Joint Proxy Statement/Prospectus”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 respect to the issuance of Parent Common Stock in the Merger (such registration statementMerger, 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 shall furnish all information concerning 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 holders of the Company relating to the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”). Each of Parent and the Company shall use its reasonable best efforts to 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 Shares 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 action. (b) 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 delivered to Parent a letter of Ernst & Young LLP, Company's independent public accountants, dated a date within two business days before the date on which the Form S-4 shall become effective, and a letter of 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 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/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (bc) None of the information supplied or Parent shall use its best efforts to cause to be supplied by delivered to Company a letter of KPMG Peat Marwick LLP, Parent's independent public accountants, dated a date within two business days before the Company or Parent for inclusion or incorporation by reference into (i) date on which the Form S-4 willshall become effective and a letter of KPMG Peat Marwick LLP, at dated a date within two business days before the time the Form S-4 is filed with the SEC or at the time it becomes effective under the Securities ActClosing Date, contain any untrue statement of material fact or omit each addressed to state any material fact required to be stated therein or necessary to make the statements thereinCompany, in light of the circumstances under which they were made, not misleading, form and (ii) the Joint Proxy Statement/Prospectus will, at the date of distribution substance reasonably satisfactory to stockholders of the Company, at the time of the Company Stockholders Meeting to be held and customary in scope and substance for letters delivered by independent public accountants in connection with the Merger, at the date of distribution registration statements similar 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 other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote 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 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 light of the circumstances 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) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall 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 Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules 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 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/Prospectus or the Form S-4.

Additional Agreements. Section 6.1 Preparation of the Amendment to Joint Proxy Statement/Prospectus Form F-4 and Post-Effective Amendment to Form S-4Schedule 13E-3. (a) On July 2, 2021As promptly as practicable after the execution of this Agreement, Parent filed shall, with the assistance of the Company, prepare and file with the SEC a registration statement on Form S-4 F-4 with respect to the Parent Shares to be issued with the Merger. Parent shall promptly respond to any comments made by the SEC regarding the Form F-4 and shall endeavor to have the Form F-4 declared effective under the Securities Act (including a preliminary joint proxy statement/prospectus, as amended or supplemented from time to time prior to the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) the Company and Parent shall jointly prepare and cause to be filed filing with the SEC an amendment to and cause 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 delivered to the shareholders or holders of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”). Each of Parent and the Company shall use its reasonable best efforts to 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)ADSs. No filing of, or amendment or supplement to to, the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, shall F-4 will 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, Parent without providing the other party Company 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-4thereon. Each Party shall, as applicablepromptly as practicable after the receipt thereof, or any such response, comments reasonably proposed by either party. Both parties shall notify provide to the other party promptly of the receipt Party copies of any written comments and advise the other Party of any oral comments, with respect to the Form F-4 received from the staff of the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional informationSEC. The Company shall furnish as promptly as practicable such information concerning the Company reasonably requested in connection with the Form F-4 or other filings required under applicable Laws. (b) Parent, as applicableMerger Sub and the Company shall prepare and file with the SEC the Schedule 13E-3. Parent, Merger Sub and the Company shall cause the Schedule 13E-3 to comply with the rules and regulations promulgated by the SEC and respond promptly to any comments or requests of the SEC regarding the Schedule 13E-3. Each Party shall, as promptly as practicable after the receipt thereof, provide to the other Party copies of any written comments and advise the other Party of any oral comments, with respect to the Schedule 13E-3 received from the staff of the SEC SEC. Each of Parent, Merger Sub and shall supply the other party Company will be provided with copies of all correspondence between such party or any of its Representatives, a reasonable opportunity to review and comment on the one hand, initial Schedule 13E-3 and the staff of any amendment or supplement thereto prior to filing with the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (bc) 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, 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 Statement/Prospectus will, at the date of distribution to stockholders of the Company, 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 other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote Effective Time, any information relating to the Company or Parent, each Party or any of their respective its Affiliates, directors or officers, officers should be discovered by the Company or Parent such Party, which should be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus Form F-4 or Form S-4, as applicable, 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 circumstances under which they are made, not misleading, the party that discovers such information Party shall promptly notify the other party Party of such information and an appropriate the other Party shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement describing such 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) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation F-4 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 Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunderSchedule 13E-3. (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 Parent shall use reasonable efforts to cause any stop order, the suspension of the qualification of the Parent Common Stock issuable ADSs to be issued in connection with the Merger to be approved for offering or sale in any jurisdictionlisting on The New York Stock Exchange, or any request by the SEC for amendment such listing to be subject to official notice of the Joint Proxy Statement/Prospectus or the Form S-4issuance.

Additional Agreements. Section 6.1 Preparation of the Amendment to Joint Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4. (a) 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 amended or supplemented from time to time prior to the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) the Company and Parent 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 Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”). Each of Parent and the The Company shall use its commercially reasonable best efforts to further amend its Articles of Organization within 45 days of the Closing to authorize the creation of a new series of Company Preferred Stock (the “Transferee Preferred Stock”) having identical terms in all respects to the Series B Preferred Stock, except that the Transferee Preferred Stock shall not be subject to the transfer restrictions set forth in Section 4.2 of the Prior Agreement, and shall not contain any limitation on any person’s ability to own, control, have the Amended Form S-4 declared effective by power to vote or convert the SEC, and to keep shares of Transferee Preferred Stock (or 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 shares of Common Stock into which shares of Transferee Preferred Stock may be reasonably requested by converted) or any limitation on any adjustment or other provision therein, on the Company in connection with any such action and the preparation, filing and mailing basis 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 percentage of voting securities that any holder of 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 securities (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/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its RepresentativesAffiliates) owns, on controls or has the one hand, and the staff of the SEC, on the other hand, with respect power to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4vote. (b) None The Company shall use commercially reasonable efforts to register warrants (“Transferee Warrants”) having identical terms in all respects to the Warrants issued to Purchaser pursuant to the Prior Agreement, except that such Transferee Warrants shall not be subject to the transfer restrictions set forth in Section 4.2 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 willPrior Agreement, at the time the Form S-4 is filed with the SEC or at the time it becomes effective under the Securities Act, and shall not contain any untrue statement limitation on any person’s ability to own, control, have the power to vote or exercise the Transferee Warrants (or the shares of material fact Common Stock that the holder of any Transferee Warrants may be entitled upon exercise) or omit to state any material fact required to be stated therein limitation on any adjustment or necessary to make the statements other provision therein, in light on the basis of the circumstances under which they were made, not misleading, and percentage of voting securities that any holder of such securities (ii) the Joint Proxy Statement/Prospectus will, at the date of distribution to stockholders of the Company, 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 other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote any information relating to the Company or Parent, or any of their respective its Affiliates) owns, directors controls or officers, should be discovered by has the Company or Parent which should be set forth in an amendment or supplement power to 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 light of the circumstances 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 Parentvote. (c) Each At any time after the registration of the Company Transferee Preferred Stock and Parent shall cause Transferee Warrants, in connection with any transfer, sale, assignment or other disposition of Series B Preferred Stock and/or Warrants pursuant to the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements terms of Section 4.2 of the Exchange Act and Securities ActPrior Agreement, upon the request of the transferor, the transferor shall be entitled to surrender to the Company the shares of Series B Preferred Stock and/or the Warrants to be so transferred, and, upon such surrender, the Company shall issue to the transferor for immediate delivery to the transferee, in lieu of the shares of Series B Preferred Stock and/or Warrants surrendered, an equal number of shares of the respective series of Transferee Preferred Stock and/or Transferee Warrants, as the case may be, and the rules and regulations . Any securities issued pursuant to this paragraph shall be deemed “Registrable Securities” for purposes 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 Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunderPrior Agreement. (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 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/Prospectus or the Form S-4.

Additional Agreements. Section 6.1 6.1. Preparation of the Amendment to Form S-4 and the Joint Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4Prospectus; Stockholders Meetings. (a) 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 amended or supplemented from time to time prior to the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly soon as reasonably practicable after following the execution and delivery date of this Agreement, (i) Amedisys and OPCH shall prepare the Company Form S-4 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, and OPCH shall file the “Form S-4, which shall include the Joint Proxy Statement/Prospectus”) (x) to be mailed to Prospectus as a prospectus, with the stockholders SEC. The parties shall consult each other in connection with setting a preliminary record date for each of the Company relating to the Company Amedisys Stockholders Meeting and (y) the OPCH Shareholders Meeting and shall commence broker searches pursuant to be mailed to Section 14a-13 of the shareholders of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”)Exchange Act in connection therewith. Each of Parent Amedisys and the Company OPCH shall use its reasonable best efforts to have the Amended Form S-4 declared effective by under the SECSecurities Act as promptly as practicable after such filing. Amedisys and OPCH shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to keep the Amended Form S-4 effective as long as is necessary to consummate or 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 received from the SEC. OPCH and Amedisys shall cooperate and provide the Company shall furnish other parties with a reasonable opportunity to Parent all information relating review and comment on any amendment or supplement to the Company as may be reasonably requested by Parent in connection with any such action and Form S-4 or the preparation and filing of the Amended Joint Proxy Statement/Prospectus and prior to filing such with 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)SEC. No filing of, or amendment or supplement to to, the Amended Form S-4 will be made by OPCH, and no filing of, or amendment or supplement to, the Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, shall will be made by the Company OPCH or ParentAmedisys, 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, in each case without providing the other party with a reasonable opportunity to review and comment (which comments shall be considered by the applicable party in good faith) thereon and giving due consideration if reasonably practicable; provided that with respect to inclusion documents filed by a party that are incorporated by reference in the Amended Form S-4 or the Joint Proxy Statement/Prospectus, this right of review and comment 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 or the transactions contemplated hereby; and provided, further, that this review and comment right shall not apply with respect to information relating to an Amedisys Recommendation Change or an OPCH Recommendation Change. Amedisys shall use reasonable best efforts to cause the Joint Proxy Statement to be mailed to Amedisys’s stockholders, and OPCH shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to OPCH’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Each party shall advise the other parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, of the time when any supplement or amendment to the Form S-4 has been filed, of the issuance of any stop order with respect to the Form S-4, or of any request by the SEC for amendment of the Form S-4 or the 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/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (b) 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, 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 Statement/Prospectus will, at the date of distribution to stockholders of the Company, 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 responses thereto 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 requests by the other party SEC for inclusion or incorporation by reference thereinadditional information relating thereto. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote Effective Time any information relating to the Company or ParentAmedisys, OPCH or any of their respective Affiliatesaffiliates, directors officers or officersdirectors, should be discovered by the Company Amedisys or Parent which OPCH that should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus or Form S-4, as applicable, 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 circumstances under which they are were 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 Applicable Law, distributed disseminated to the stockholders of Amedisys and OPCH. (b) Amedisys shall, as promptly as practicable after the Company Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the “Amedisys Stockholders Meeting”) in accordance with the DGCL and the rules of the NASDAQ for the purpose of obtaining the Amedisys Stockholder Approval and shall, subject to the shareholders provisions of ParentSection 5.2(b) and Section 5.2(d), through its Board of Directors, recommend to its stockholders the adoption of this Agreement. Amedisys may only postpone or adjourn the Amedisys Stockholders Meeting (i) to solicit additional proxies for the purpose of obtaining the Amedisys Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Amedisys has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Amedisys prior to the Amedisys Stockholders Meeting. (c) OPCH shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the “OPCH Stockholders Meeting”) in accordance with the DGCL and the rules of the NASDAQ for the purpose of obtaining the OPCH Stockholder Approvals and shall, subject to the provisions of Section 5.3(b) and Section 5.3(d), through its Board of Directors, recommend to its stockholders the approval of the OPCH Share Issuance and the adoption of the OPCH Charter Amendment. OPCH may only postpone or adjourn the OPCH Stockholders Meeting (i) to solicit additional proxies for the purpose of obtaining the OPCH Stockholder Approvals, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that OPCH has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of OPCH prior to the OPCH Stockholders Meeting. (d) Amedisys and OPCH shall use reasonable best efforts to hold the Amedisys Stockholders Meeting and the OPCH Stockholders Meeting on the same date and as soon as reasonably practicable after the date of this Agreement. (e) Subject to the terms and conditions of this Agreement, including Section 5.2 and Section 5.3, Amedisys and OPCH shall use reasonable best efforts to (i) solicit from Amedisys’s stockholders (in the case of Amedisys) and OPCH’s stockholders (in the case of OPCH) proxies in favor of the Amedisys Stockholder Approval and the OPCH Stockholder Approvals, respectively, and (ii) take all other action necessary or advisable to secure the Amedisys Stockholder Approval and the OPCH Stockholder Approvals, respectively. (f) The only matters to be voted upon at each of the Amedisys Stockholders Meeting and the OPCH Stockholders Meeting are (i) the Merger, in the case of the Amedisys Stockholders Meeting, and the OPCH Share Issuance and the OPCH Charter Amendment, in the case of the OPCH Stockholders Meeting, (ii) compensatory arrangements between Amedisys and its executive officers relating to the Merger (on a non-binding, advisory basis), in the case of the Amedisys Stockholders Meeting, and (iii) any adjournment or postponement of the Amedisys Stockholders Meeting or the OPCH Stockholders Meeting, as applicable, for a reasonable period to solicit additional proxies, if deemed necessary by Amedisys or OPCH, respectively, and (iv) any other matters that are (I) required by Applicable Law or the Bylaws of OPCH or Amedisys, as applicable, or (II) if so desired and mutually agreed on, of the type customarily brought before a meeting of stockholders in connection with approval of this Agreement and the transactions contemplated by this Agreement. (g) Without limiting the generality of the foregoing, (i) OPCH agrees that its obligations pursuant to this Section 6.1 to hold the OPCH Stockholders Meeting shall not be affected by the commencement, public proposal, public disclosure or communication to OPCH or any other person of any OPCH Alternative Transaction or the making of an OPCH Recommendation Change and (ii) Amedisys agrees that its obligations pursuant to this Section 6.1 to hold the Amedisys Stockholders Meeting shall not be affected by the commencement, public proposal, public disclosure or communication to Amedisys or any other person of any Amedisys Alternative Transaction or the making of an Amedisys Recommendation Change. (h) Each of Amedisys and OPCH agrees that none of the Company information supplied or to be supplied by such party (or its subsidiaries) for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, and Parent shall cause at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, or (ii) the Joint Proxy Statement/Prospectus will, at the date it is first mailed to OPCH's or Amedisys's stockholders or at the time of the OPCH Stockholders Meeting or the Amedisys Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Each of Amedisys and OPCH will cause the Form S-4 and the Joint Proxy Statement/Prospectus to comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and Securities Act, as the case may be, and the rules and regulations of thereunder. Notwithstanding the SEC thereunderforegoing, except that no representation or warranty shall be covenant is made by either party Amedisys or OPCH with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the other party (or its subsidiaries) for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules 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 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/Prospectus or the Form S-4Prospectus.

Additional Agreements. Section 6.1 Preparation Promptly following the execution of this Agreement, BHGE, BHGE LLC and GE shall, or shall cause one or more of their respective Affiliates to, as applicable, enter into the Amendment to Joint Proxy Statement/Prospectus following form agreements and Post-Effective Amendment to Form S-4.amendments: (a) On July 2, 2021, Parent filed with the SEC a registration statement on Form S-4 under transition services agreement in respect of certain services to be provided among Affiliates of GE and BHGE and its Affiliates in the Securities Act form attached hereto as Exhibit A (including a preliminary joint proxy statement/prospectusincluding, as amended or supplemented from time to time prior to exhibits thereto, among others, the date hereofLitigation Hold Letter attached hereto as Exhibit M, the “Original Joint Proxy Statement/ProspectusTransition Services Agreement”); (b) with respect to the issuance Second Amendment and Restatement of Parent Common Stock the Promissory Note in the Merger form attached hereto as Exhibit B amending and restating that certain Amended and Restated Promissory Note, dated as of October 26, 2017, between an Affiliate of GE and BHGE (such registration statementthe “Annex Note”); (c) an amendment in the form attached hereto as Exhibit C, amending that certain Amended and any amendments or supplements thereto prior to the date hereofRestated Intercompany Services Agreement, dated as of November 13, 2018, between GE and BHGE LLC (as amended, the “Original Form S-4A&R ISA”); (d) an amendment in the form attached hereto as Exhibit D, which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution amending that certain Amended and delivery of this Restated Intellectual Property Cross License Agreement, dated as of November 13, 2018, between GE and BHGE LLC; (e) an amendment to the GE Digital Master Products and Services Agreement, in the form attached hereto as Exhibit E, amending that certain Amended and Restated GE Digital Master Products and Services Agreement, dated as of November 13, 2018, between GE and BHGE LLC (the “A&R MPSA Amendment”); (f) the asset purchase agreement between Affiliates of BHGE and GE in respect of certain digital assets, in the form attached hereto as Exhibit F (including, as exhibits thereto, among others, the A&R MPSA Amendment attached hereto as Exhibit E and the GED Referral Agreement attached hereto as Exhibit G); (g) the GE Digital referral agreement in the form attached hereto as Exhibit G (the “GED Referral Agreement”); (h) an agreement for the supply of TM2500 aeroderivative units to BHGE and its Affiliates on the terms and pricing in the form attached hereto as Exhibit H; (i) the Company Purchase Order Modification Agreement between GE and Parent shall jointly prepare and cause to be filed with the SEC an amendment BHGE LLC in respect of certain matters related to the Original Joint Proxy Statement/Prospectus purchase orders in respect of the launch customer order for LM9000 aeroderivative gas turbine units in the form attached hereto as Exhibit I; (j) the Bridge Supply and Technology Development Agreement between GE and BHGE LLC in the form attached hereto as amended or supplemented from time to time, Exhibit J (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 Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4Bridge STDA”). Each of Parent and the Company shall use its reasonable best efforts to have the Amended Form S-4 declared effective by the SEC; (k) a Side Letter, 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-4form attached hereto as Exhibit K, as applicablebetween Affiliates of GE and BHGE, 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/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or which supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (b) None of the information supplied or to be supplied by the Company or Parent for inclusion or incorporation by reference into both (i) the Form S-4 willthat certain Supply and Technology Development Agreement, at the time the Form S-4 is filed with the SEC or at the time it becomes effective under the Securities Actdated as of November 13, contain any untrue statement 2018, between Affiliates 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 misleadingGE and BHGE, and (ii) the Bridge STDA; (l) the Joint Proxy Statement/Prospectus willOwnership Agreement, at in the date form attached hereto as Exhibit P, between GE and BHGE LLC, relating to joint ownership of distribution certain intellectual property; (m) a Side Letter, in the form attached hereto as Exhibit M, between GE and BHGE LLC, relating to stockholders certain litigation matters (the “Litigation Hold Letter”) (and the Parties shall work together in good faith to secure the execution thereof by the additional counterparty identified therein); 8 (n) a Side Letter, in the form attached hereto as Exhibit N, between GE and BHGE LLC, in respect of the Company, at Poland Transfer (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 “Poland Side Letter”); (io) and (ii), neither party shall be responsible or liable for any statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote 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 in the Joint Proxy Statement/Prospectus or Form S-4form attached hereto as Exhibit O, amending that certain Amended and Restated Registration Rights Agreement, dated as of July 7, 2017, between GE and BHGE (the “A&R Registration Rights Agreement”); and (p) an amendment in the form attached hereto as Exhibit P, amending that certain GE Global Employee Services Agreement, dated as of July 3, 2017, as applicableamended on May 24, 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 therein2018, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party between GE 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 ParentBHGE LLC. (c) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall 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 Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules 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 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/Prospectus or the Form S-4.

Additional Agreements. Section 6.1 Preparation of the Amendment to Joint Proxy Statement5.1 PREPARATION OF FORM S-4 AND JOINT PROXY STATEMENT/Prospectus and Post-Effective Amendment to Form S-4PROSPECTUS; INFORMATION SUPPLIED. (a) 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 soon as amended or supplemented from time to time prior to practicable following the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) the Company Chancellor and Parent Capstar shall jointly prepare and cause to be filed file with the SEC an amendment to the Original Joint Proxy Statement/Prospectus and (as amended or supplemented from time ii) Capstar and Chancellor shall prepare and file a Registration Statement on Form S-4 (the "Form S-4") with respect to timethe registration of the issuance of shares of Parent Voting Common Stock and Parent Convertible Preferred Stock in the Merger, of which 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 Prospectus will form a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”)part. Each of Parent Chancellor and the Company Capstar shall use its reasonable best efforts to have the Amended Form S-4 declared effective by under 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, Securities Act 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 such filing. Chancellor shall use its reasonable best efforts to cause the Amended Joint Proxy Statement/Prospectus to be distributed mailed 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 applicableChancellor's stockholders, and no response Capstar shall use its reasonable best efforts 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/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (b) 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, 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 Statement/Prospectus will, at the date of distribution to stockholders of the Company, 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 other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote 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 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 light of the circumstances 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) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and to be mailed to Capstar's stockholders, in each case as promptly as practicable after 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 Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger is declared effective under the Securities Act 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 Exchange Act and the rules and regulations thereunder. (d) Each party will advise the other party promptly after it receives notice thereof, of the time when transactions relating to the Form S-4 becomes effectiveS-4, the issuance of in any stop order, the suspension of the qualification of the Parent Common Stock issuable jurisdiction where it is not so subject) required to be taken under any applicable state securities laws in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment issuance of the Joint Proxy Statement/Prospectus or the Form S-4.Parent Voting Common Stock and Parent Convertible Preferred Stock in the

Additional Agreements. Section 6.1 Preparation of the Amendment to Joint Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4. (a) On July 2Unless the Company or the Board has breached any material provision of this Agreement and failed to cure such breach within five (5) business days following the receipt of written notice from the Icahn Group specifying any such breach, 2021, Parent filed solely in connection with the SEC a registration statement on Form S-4 under 2024 Annual Meeting, each member of the Securities Act Icahn Group shall (including a preliminary joint proxy statement/prospectus1) cause, as amended or supplemented from time to time prior to the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger case of all Voting Securities (such registration statementas defined below) owned of record, and (2) instruct and cause the record owner, in the case of all shares of Voting Securities beneficially owned but not owned of record, directly or indirectly, by it, or by any amendments Icahn Affiliate, in each case as of the record date of the 2024 Annual Meeting or supplements thereto prior as to which the date hereofmember of the Icahn Group otherwise has the power to vote or direct the vote, in each case that are entitled to vote at the “Original Form S-4”)2024 Annual Meeting, which was declared effective to be present for quorum purposes and to be voted, at the 2024 Annual Meeting or at any adjournment or postponement thereof, (A) for each nominee recommended by the SEC on July 23, 2021. As promptly as reasonably practicable after Board for election at the execution and delivery of this Agreement2024 Annual Meeting, (iB) against any nominees that are not nominated by the Company and Parent shall jointly prepare and cause to be filed with Board for election at 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 2024 Annual Meeting, and (iiC) Parent shall prepare, together with in favor of the ratification of the Company, ’s auditors. Except as provided in the foregoing sentence and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements theretoin Section 2(b), the Icahn Group shall not be restricted from voting “Amended Form S-4For,” and, together with “Against” or “Abstaining” from any other proposals at the Original Form S-4, the “Form S-4”). Each of Parent and the Company shall use its reasonable best efforts to 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/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-42024 Annual Meeting. (b) None of the information supplied or to be supplied by Unless the Company or Parent for inclusion or incorporation by reference into (i) the Form S-4 will, 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 Board has breached any material fact required provision of this Agreement and failed to cure such breach within five (5) business days following the receipt of written notice from the Icahn Group specifying any such breach, for any annual meeting or special meeting of shareholders subsequent to the 2024 Annual Meeting, if the Board has agreed to nominate the Icahn Designee (or Replacement Designee) then serving on the Board for election at such annual meeting or special meeting and the Icahn Designee have consented to be stated therein nominated at such annual meeting or necessary to make special meeting, each member of the statements thereinIcahn Group shall (1) cause, in light the case of the circumstances under which they were made, not misleadingall Voting Securities owned of record, and (ii2) instruct and cause the Joint Proxy Statement/Prospectus will, at the date of distribution to stockholders of the Company, 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 thereinrecord owner, in light the case of the circumstances under which they were madeall shares of Voting Securities beneficially owned but not owned of record, not misleading; providingdirectly or indirectly, thatby it, or by any Icahn Affiliate, in each case as of the record date of the applicable annual meeting or special meeting or as to which the member of the Icahn Group otherwise has the power to vote or direct the vote, in each case that are entitled to vote at such annual meeting or special meeting, to be present for quorum purposes and to be voted at such annual meeting or special meeting or at any adjournment or postponement thereof, (iA) for each director recommended by the Board for election at such annual meeting or special meeting, (B) against any nominees that are not nominated by the Board for election at such annual meeting or special meeting, and (ii)C) in favor of the ratification of the Company’s auditors. Except as provided in the foregoing sentence, neither party the Icahn Group shall not be responsible restricted from voting “For,” “Against” or liable for “Abstaining” from any statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference therein. If proposals at any time prior to obtaining annual meeting or special meeting following the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote 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 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 light of the circumstances 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 Parent2024 Annual Meeting. (c) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall 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 Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules 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 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/Prospectus or the Form S-4.

Additional Agreements. Section 6.1 Preparation 6.01 Proxy Statement and Schedule 13E-3. As soon as practicable following the date of this Agreement, the Company, with the assistance of Parent and Merger Sub, shall prepare a proxy statement relating to the authorization and approval of this Agreement, the Plan of Merger and the Transactions by the shareholders of the Amendment to Joint Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4. (a) On July 2, 2021, Parent filed Company including a notice convening the Shareholders’ Meeting in accordance with the SEC a registration Company’s memorandum and articles of association (such proxy statement on Form S-4 under the Securities Act (including a preliminary joint proxy statement/prospectusand notice, as amended or supplemented from time supplemented, being referred to time prior to herein as the date hereof“Proxy Statement”). Concurrently with the preparation of the Proxy Statement, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Company, Parent Common Stock in the and Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) the Company and Parent Sub shall jointly prepare a Schedule 13E-3. The Company, Parent and Merger Sub shall use their reasonable efforts to cause the initial Schedule 13E-3 to be filed with the SEC 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 initial Proxy Statement/Prospectus, Statement filed as an exhibit) as soon as practicable after the “Joint Proxy Statement/Prospectus”) (x) to be mailed to the stockholders date of the Company relating to the Company Stockholders Meeting and (y) to be mailed to the shareholders this Agreement. Each of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, Parent and file Merger Sub shall use its reasonable best efforts so that the Schedule 13E-3 will comply as to form in all material respects with the SEC a post-effective amendment to requirements of the Original Form S-4 (such amendment, Exchange Act and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”)rules and regulations promulgated thereunder. Each of the Company, Parent and the Company Merger Sub shall use its reasonable best efforts to 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 respond 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 to the Proxy Statement and Schedule 13E-3 and to resolve comments from the SEC. Each of the Company, Parent and Merger Sub shall furnish all information concerning such party to the others as may be submitted by reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement and Schedule 13E-3. The Company or Parent, as applicable, without providing the other party a reasonable opportunity to review shall promptly notify Parent 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 Merger Sub upon the receipt of any comments from the SEC or its staff of or any request from the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, and of any request by the its staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC Statement and Schedule 13E-3 and shall supply the other party provide Parent with copies of all correspondence between such party or any of it and its Representatives, on the one hand, and the staff of the SECSEC and its staff, on the other hand, . Prior to filing or mailing the Proxy Statement and Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (b) None of the information supplied or to be supplied by thereto, the Company or Parent for inclusion or incorporation by reference into (i) shall provide Parent and Merger Sub a reasonable amount of time to review and comment on such document or response and (ii) shall consider in good faith including in such document or response all comments reasonably proposed by Parent and Merger Sub. If at any time prior to the Form S-4 willShareholders’ Meeting, at any information relating to the time Company, Parent, Merger Sub or any of their respective Affiliates, officers or directors, is discovered by the Form S-4 is filed with Company, Parent or Merger Sub which should be set forth in an amendment or supplement to the SEC or at Proxy Statement and Schedule 13E-3 so that (x) the time it becomes effective under the Securities Act, Proxy Statement and Schedule 13E-3 shall not 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 Statement/Prospectus will, at the date of distribution to stockholders of the Company, 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 a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; providing, that, in each case of (i) and (ii), neither party shall be responsible or liable for any statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote 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 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 light of the circumstances under which they are made, not misleading, and (y) the shareholders of the Company are able to make an informed decision on whether or not to attend the Shareholders’ Meeting and how to vote, the party that which discovers such information shall promptly notify the other party 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, distributed to the stockholders of the Company and disseminated to the shareholders of Parentthe Company. (c) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall 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 Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules 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 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/Prospectus or the Form S-4.

Additional Agreements. Section 6.1 Preparation (a) Unless the Company or the Board has breached any material provision of this, which breach has not been cured within five (5) business days following the receipt of written notice from the Icahn Group specifying any such breach, solely in connection with the 2024 Annual Meeting, each member of the Amendment Icahn Group shall (1) cause, in the case of all Voting Securities owned of record, and (2) instruct and cause the record owner, in the case of all Voting Securities beneficially owned but not owned of record, directly or indirectly, by it, or by any Icahn Affiliate, in each case as of the record date for the 2024 Annual Meeting or as to Joint Proxy Statement/Prospectus which the member of the Icahn Group otherwise has the power to vote or direct the vote, in each case that are entitled to vote at the 2024 Annual Meeting, to be present for quorum purposes and Post-Effective Amendment to Form S-4be voted, at the 2024 Annual Meeting or at any adjournment or postponement thereof, (A) for each director nominated by the Board for election at the 2024 Annual Meeting, (B) against any nominees that are not nominated by the Board for election at the 2024 Annual Meeting, (C) against any stockholder proposal to increase the size of the Board, and (D) in favor of the ratification of the Company’s auditors. Except as provided in the foregoing sentence or otherwise in this Agreement, the Icahn Group shall not be restricted from voting “For”, “Against” or “Abstaining” from any other proposals at the 2024 Annual Meeting. (ab) On July 2, 2021, Parent filed with Unless the SEC Icahn Group has elected to terminate the obligations of the Icahn Group and the Company under this Section 2(b) as a registration statement on Form S-4 under result of the Securities Act (including a preliminary joint proxy statement/prospectus, as amended or supplemented from time to time prior to the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective breach by the SEC on July 23, 2021. As promptly as reasonably practicable after Company or the execution and delivery Board of any material provision of this AgreementAgreement and failed to cure such breach within five (5) business days following the receipt of written notice from the Icahn Group specifying any such breach, then (iI) the Company and Parent shall jointly prepare and cause to be filed with will nominate the SEC an amendment to Icahn Designees for election as directors at 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 2024 Annual Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”). Each of Parent and the Company shall use its reasonable best efforts to 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 election 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 Icahn Designees so nominated by the Company or Parent(including by (x) recommending that the Company’s stockholders vote in favor of the election of the Icahn Designees, as applicable(y) including the Icahn Designees in the Company’s proxy statement and proxy card for such annual meeting (assuming they consent thereto) and (z) otherwise supporting the Icahn Designees for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate) and (II) each member of the Icahn Group will, in connection with the 2024 Annual Meeting, (1) cause, in the case of all Voting Securities owned of record, and no response to (2) instruct and cause the record owner, in the case of all shares of Voting Securities beneficially owned but not owned of record, directly or indirectly, by it, or by any comments Icahn Affiliate, in each case as of the SEC record date for the 2024 Annual Meeting or its staff with respect thereto shall as to which the member of the Icahn Group otherwise has the power to vote or direct the vote, in each case that are entitled to vote at the 2024 Annual Meeting, to be submitted present for quorum purposes and to be voted at the 2024 Annual Meeting or at any adjournment or postponement thereof, (A) for each director nominated by the Company or ParentBoard for election at the 2024 Annual Meeting, 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 (B) against 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/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (b) None of the information supplied or to be supplied by the Company or Parent for inclusion or incorporation by reference into (i) stockholder proposal to increase the Form S-4 will, 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 size of the circumstances under which they were made, not misleading, Board and (ii) nominees that are not nominated by the Joint Proxy Statement/Prospectus will, Board for election at the date 2024 Annual Meeting, and (C) in favor of distribution to stockholders the ratification of the Company’s auditors. Except as provided in the foregoing sentence or otherwise in this Agreement, the Icahn Group shall not be restricted from voting “For”, “Against” or “Abstaining” from any other proposals 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 other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote 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 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 light of the circumstances 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 Parent2024 Annual Meeting. (c) Each Unless the Company or the Board has breached any material provision of this Agreement and failed to cure such breach within five (5) business days following the receipt of written notice from the Icahn Group specifying any such breach, for any special meeting of stockholders that includes a proposal to remove directors or to expand the Board and add directors, then so long as (x) any Icahn Designee (or Replacement Designee) is a member of the Company Board at the time of such special meeting, (y) the Icahn Group has the right to designate a Replacement Designee at such time (including at such special meeting) and/or (z) the members of the Icahn Group were required to vote in favor of the directors nominated by the Board pursuant to Section 2(a) or 2(b) at the most recent prior annual meeting of stockholders, each member of the Icahn Group shall (1) cause, in the case of all Voting Securities owned of record, and Parent shall (2) instruct and cause the Joint Proxy Statement/Prospectus and record owner, in the Form S-4 to comply case of all Voting Securities beneficially owned but not owned of record, directly or indirectly, by it, or by any Icahn Affiliate, in each case as of the record date for the applicable special meeting or as to form in all material respects with which the requirements member of the Exchange Act Icahn Group otherwise has the power to vote or direct the vote, in each case that are entitled to vote at such special meeting, to be present for quorum purposes and Securities Actto be voted at such special meeting or at any adjournment or postponement thereof, as (A) for each director nominated or supported by the case may be, Board for election at such special meeting and (B) against any (i) proposal to remove directors or increase the rules and regulations size of the SEC thereunder, except Board and (ii) nominees that no representation are not nominated or warranty shall be made by either party with respect to statements made or incorporated by reference therein based on information supplied supported by the other party Board for inclusion or incorporation by reference election at such special meeting. Except as provided in the Joint Proxy Statement/Prospectus foregoing sentence or Form S-4. Parent and otherwise in this Agreement, the Company Icahn Group shall make not be restricted from voting “For”, “Against” or “Abstaining” from any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunderproposals at such special meeting. (d) Each party will advise As used in this Agreement, the other party promptly after it receives notice thereofterm “Voting Securities” shall mean the Common Shares that such person has the right to vote or has the right to direct the vote. For purposes of this Section 2, no person shall be, or be deemed to be, the “beneficial owner” of, or to “beneficially own,” any securities beneficially owned by any director of the time when Company to the Form S-4 becomes effective, extent such securities were acquired directly from the issuance of any stop order, the suspension Company by such director as or pursuant to director compensation for serving as a director of the qualification Company. For purposes of this Agreement, (x) the term “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act, and the term “Icahn Affiliate” shall mean such Affiliates that are controlled by the members of the Parent Common Stock issuable Icahn Group, and (y) the term “Associate” shall mean (A) any trust or other estate in connection with the Merger for offering which such person has a substantial beneficial interest or sale as to which such person serves as trustee or in a similar fiduciary capacity, and (B) any jurisdictionrelative or spouse of such person, or any request by relative of such spouse, who has the SEC for amendment same home as such person or who is a director or officer of the Joint Proxy Statement/Prospectus such person or the Form S-4of any of its parents or subsidiaries.

Additional Agreements. Section 6.1 (a) Preparation of the Amendment to Joint Proxy Statement/Prospectus ; S-4 Registration Statement; Valley Forge Shareholders Meeting and Post-Effective Amendment to Form S-4Registration Expenses. (ai) 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 amended or supplemented from time to time prior to the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after following the execution and delivery date of this Agreement, (i) the Company Valley Forge and Parent Synergetics shall jointly prepare and cause to be filed file with the SEC an amendment to mutually acceptable proxy materials which shall constitute the Original Joint Proxy Statement/Prospectus (as amended or supplemented from time to time, the “Amended Joint Proxy Statementsuch proxy statement/Prospectus” and, together with the Original Joint Proxy Statement/Prospectus, the “Joint Proxy Statement/Prospectus”) (x) to be mailed to the stockholders of the Company relating to the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendmentprospectus, and any amendments or supplements thereto, the “Amended "Proxy Statement/Prospectus") and Valley Forge shall prepare and file a registration statement on Form S-4 with respect to the issuance of the Synergetics Merger Consideration pursuant to this Agreement (the "Form S-4” and, together "). The Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as Valley Forge's prospectus. The Form S-4 and the Proxy Statement/Prospectus shall comply as to form in all material respects with the Original Form S-4, applicable provisions of the “Form S-4”). Each of Parent Securities Act and the Company Exchange Act and the rules and regulations thereunder. Valley Forge and Synergetics shall use its reasonable best efforts to have the Amended Form S-4 declared effective by the SEC, SEC as promptly as practicable after the date hereof and to keep the Amended Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated herebythereby. Parent shall furnish Valley Forge shall, as promptly as practicable after receipt thereof, provide Synergetics copies of any written comments and advise Synergetics of any oral comments, with respect to the 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 received from 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 provide Synergetics 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 on any 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/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party Valley Forge or any of its Representativesrepresentatives, on the one hand, and the SEC, or its staff of the SECor any other governmental officials, on the other hand, with respect to the Amended Joint Form S-4, the Proxy Statement/Prospectus or the Amended Form S-4. Merger and will provide Synergetics with copies of any such correspondence. Notwithstanding any other provision herein to the contrary, no amendment or supplement (b) None of the information supplied or to be supplied including by the Company or Parent for inclusion or incorporation by reference into (ireference) to the Proxy Statement/Prospectus or the Form S-4 willshall be made without the approval of both Parties, at which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference in the time Form S-4 or Proxy Statement/Prospectus, 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. Valley Forge will use reasonable best efforts to cause the Proxy Statements/Prospectus to be mailed to the Valley Forge stockholders, and Synergetics will use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the Synergetics' stockholders, in each case, as soon as reasonably practicable after the Form S-4 is filed with the SEC or at the time it becomes declared 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 Statement/Prospectus will, at the date of distribution to stockholders of the Company, 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 other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote 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 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 light of the circumstances 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) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall 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 Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunder. (d) Each party Party will advise the other party party, promptly after it receives notice thereof, of the time when the Form S-4 becomes has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock Valley Forge Shares 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/Prospectus or the Form S-4. (ii) Valley Forge and Synergetics shall take all lawful action to call, give notice of, convene and hold a meeting of their respective stockholders on a date as soon as reasonably practicable for the purpose of obtaining the Requisite Valley Forge Stockholder Approval, and the Requisite Synergetics Stockholder Approval with respect to the adoption of this Agreement and, with respect to Valley Forge, the Reincorporation. The Parties hereby agree to cause their respective Boards of Directors to recommend that their respective stockholders approve the Merger and, in the case of Valley Forge, the Reincorporation. The Parties further agree not to withdraw such recommendations unless such withdrawal is based primarily on a breach by the other Party of any representation, warranty or covenant contained in this Agreement.

Additional Agreements. Section 6.1 Preparation of the Amendment to Joint Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4. (a) On July 2The Registration Statement, 2021the PNT Proxy Statement and ------------------------------------------------------- the SUG Proxy Statement. As soon as practicable after the date ----------------------- hereof, Parent filed PNT and SUG shall take such reasonable steps as are nec- ▇▇▇▇▇▇ for the prompt preparation and filing with the SEC a registration statement on Form S-4 under the Securities Act (including a preliminary joint proxy statement/prospectus, as amended or supplemented from time to time prior to the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) the Company and Parent shall jointly prepare and cause to be filed with the SEC an amendment to the Original Joint PNT Proxy Statement/Prospectus (as amended or supplemented from time to timeStatement by PNT, 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 preparethe SUG Proxy Statement by SUG and (iii) the Registration Statement, together with which will include in- formation contained in the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”). Each of Parent and the Company shall use its reasonable best efforts to 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 PNT Proxy Statement/Prospectus , by SUG. The foregoing shall include without limitation: (i) obtaining and furnishing 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 required to be distributed to the stockholders of the Company included therein, (ii) after consultation between PNT and the shareholders of Parent (as applicable). No filing ofSUG, 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 responding promptly to any comments of the SEC or its staff with respect thereto shall be submitted made 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 PNT Proxy Statement/Prospectus or State- ment, the Amended Form S-4SUG Proxy Statement and the Registration Statement and any amendments and preliminary version thereof and (iii) causing the Registration Statement to become effective, the PNT Proxy Statement to be mailed to PNT's shareholders at the earliest practicable date and the SUG Proxy Statement to be mailed to SUG's shareholders at the earliest practicable date. PNT agrees, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, information with respect to PNT, its officers, directors, shareholders and Subsidiaries contained in the Amended Joint Registration Statement, the PNT Proxy Statement and the SUG Proxy Statement/Prospectus or , and SUG agrees, as to information with respect to SUG, its offi- cers, directors, shareholders and Subsidiaries contained in the Amended Form S-4. (b) None Registration Statement, the PNT Proxy Statement and the SUG Proxy Statement, that such information, in the case 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, PNT Proxy Statement at the time of the Form S-4 is filed with mailing of the SEC PNT Proxy Statement and (as then amended or supplemented) at the time it becomes effective under of 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 thereinPNT Meeting, in light the case of the circumstances under which they were made, not misleading, and (ii) the Joint SUG Proxy Statement/Prospectus will, at the date of distribution to stockholders of the Company, at the time of the Company Stockholders Meeting to be held in connection with mailing of the Merger, at the date of distribution to shareholders of Parent SUG Proxy Statement and (as then amended or supplemented) at the time of the Parent Stockholders SUG Meeting to be held or in connection with the Issuancecase of the Registration Statement at the time of the mailing of the PNT Proxy Statement (as then amended or supplemented), at the time of the PNT Meeting and at the effective time of the Registration Statement, will not 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 are made, not misleading; providing. No representation, thatwarranty, in each case covenant or agreement is made by or on behalf of (i) and (ii), neither party shall be responsible or liable for any statements made or incorporated by reference therein based on PNT with respect to information supplied by the any other party for inclusion in the PNT Proxy Statement, the SUG Proxy Statement or incorporation the Registration Statement. No representation, warranty, covenant or agreement is made by reference thereinor on behalf of SUG with respect to information supplied by any other party for inclusion in the PNT Proxy Statement, the SUG Proxy Statement or the Registration Statement. No filing of, or amendment or supplement to, the PNT Proxy Statement, the SUG Proxy Statement or the Registration Statement shall be made by any party hereto without providing the other party with the opportunity to review and comment thereon (except for any ongoing SEC reporting required of SUG, PNT or PG Energy that will be incorporated by reference). If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote Effec- tive Time any information relating to the Company or Parent, any party hereto or any of their respective Affiliatesofficers, directors directors, shareholders or officersSubsidi- aries, should be discovered by the Company or Parent any party hereto which should be set forth in an amendment or supplement to the Joint PNT Proxy State- ment, the SUG Proxy Statement or the Registration Statement so that the PNT Proxy Statement/Prospectus , the SUG Proxy Statement or Form S-4, as applicable, so that such document the Registration Statement would not include any misstatement 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 are were made, not misleading, the party that which discovers such information shall promptly notify the other party hereto and an appropriate amendment or supplement describing such information informa- tion shall be promptly prepared, filed with the SEC and, to the extent required by Lawlaw, distributed to the stockholders of the Company and disseminated to the shareholders of Parent. (c) Each PNT and/or the shareholders of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities ActSUG, 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 Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereundernecessary. (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 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/Prospectus or the Form S-4.

Additional Agreements. Section 6.1 Preparation of Subject to the Amendment to Joint Proxy Statement/Prospectus terms and Post-Effective Amendment to Form S-4. (a) On July 2conditions herein provided, 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 amended or supplemented from time to time prior to the date hereofClosing each of the parties hereto agrees to negotiate in good faith enter into and any and all agreements, notes, leases, * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the “Original Joint Proxy Statement/Prospectus”) with respect information subject to the issuance confidentiality request. Omissions are designated as *. A complete version of Parent Common Stock in this exhibit has been filed separately with the Merger (such registration statementSecurities and Exchange Commission. resolutions, assignments, consents and other agreements called for hereunder, and any amendments to use their best efforts to take, 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 taken, all action and to the Original Joint Proxy Statement/Prospectus (as amended do, 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) cause 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 Meetingdone, and (ii) Parent shall prepareall things necessary, together with the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments proper or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”). Each of Parent and the Company shall use its reasonable best efforts to 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 advisable 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, make effective 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 transactions contemplated by this Agreement and the Amended Form S-4 or that the Company and Parent may commence mailing the Amended Joint Proxy Statement/Prospectus, to cooperate with 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/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (b) 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, 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 Statement/Prospectus will, at the date of distribution to stockholders of the Company, at the time of the Company Stockholders Meeting to be held in connection with the Merger, at foregoing. * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the date information subject to the confidentiality request. Omissions are designated as *. A complete version of distribution to shareholders of Parent and at the time of the Parent Stockholders Meeting to be held in connection this exhibit has been filed separately with the IssuanceSecurities and Exchange Commission. By: /s/ R▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ R▇▇▇ ▇▇▇▇▇▇▇▇ Dated: October 10, contain any untrue statement 2007 Dated: October 10, 2007 By: /s/ K▇▇▇▇ ▇▇▇▇▇ By: /s/ K▇▇▇▇ ▇▇▇▇▇ Dated: October 10, 2007 Dated: October 10, 2007 * Confidential treatment has been requested for portions of material fact or omit to state any material fact required to be stated therein or necessary in order to make this exhibit. The copy filed herewith omits 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 other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote any information relating subject to the Company or Parent, or any confidentiality request. Omissions are designated as *. A complete version of their respective Affiliates, directors or officers, should be discovered by this exhibit has been filed separately with the Company or Parent which should be set forth in an amendment or supplement Securities and Exchange Commission. * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the Joint Proxy Statement/Prospectus or Form S-4, confidentiality request. Omissions are designated as applicable, so that such document would not include any misstatement *. A complete version 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 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 this exhibit has been filed separately with the SEC and, Securities and Exchange Commission. * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the extent required by Law, distributed confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the stockholders confidentiality request. Omissions are designated as *. A complete version of the Company and to the shareholders of Parent. (c) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects this exhibit has been filed separately 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 Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunderCommission. (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 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/Prospectus or the Form S-4.

Additional Agreements. Section 6.1 5.1 Preparation of the Amendment to Form S-4 and the Joint Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4; Stockholders Meetings. (a) 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 soon as amended or supplemented from time to time prior to practicable following the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) the Company ILG 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 MVW shall prepare, together with the Company, and MVW shall file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements theretoSEC, the “Amended Form S-4” and, together with the Original Form S-4, in which the “Form S-4”)Joint Proxy Statement shall be included as a prospectus. Each of Parent ILG and the Company MVW shall use its reasonable best efforts to have the Amended Form S-4 S-4, including the Joint Proxy Statement, declared effective by the SEC, SEC under the Securities Act as promptly as practicable after such filing. ILG 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 LawMVW shall, as promptly as reasonably practicable after receipt thereof, provide the SEC or its staff advises that it has no further other party copies of any written comments on and advise the Amended Joint Proxy Statement/Prospectus and other party of any oral comments, with respect to the Amended Form S-4 or that the Company and Parent may commence mailing the Amended Joint Proxy Statement/Prospectus, each of Statement received from the Company and Parent SEC. MVW 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 provide ILG 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 on any amendment or supplement to the Form S-4 prior to filing such with the SEC, and giving due consideration with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to inclusion 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 Amended Form S-4 or Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or any such response, comments reasonably proposed by either party. Both parties this right of approval shall notify apply only with respect to information relating to the other party promptly or its business, financial condition or results of operations, or the receipt of any comments from the staff of the SEC 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 Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicableStatement to be mailed to ILG’s stockholders, and of any request by MVW shall use reasonable best efforts to cause the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (b) None of the information supplied or Statement to be supplied by the Company or Parent for inclusion or incorporation by reference into (i) the Form S-4 willmailed to MVW’s stockholders, at the time in each case as promptly as practicable after the Form S-4 is filed with the SEC or at the time it becomes declared effective under the Securities Act. MVW shall advise ILG promptly after it receives notice thereof, 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 madetime when the Form S-4 has become effective or any supplement or amendment has been filed, not misleadingthe issuance of any stop order, and (ii) or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus will, at Statement or the date of distribution to stockholders of the Company, 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 Form S-4 or comments thereon and at the time of the Parent Stockholders Meeting to be held in connection with the Issuance, contain any untrue statement of material fact responses thereto 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 requests by the other party SEC for inclusion or incorporation by reference thereinadditional information. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote Initial Holdco Merger Effective Time any information relating to the Company or ParentILG, MVW or any of their respective Affiliatesaffiliates, directors officers or officersdirectors, should be discovered by the Company ILG or Parent which MVW that should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus or Form S-4, as applicable, so that any of such document 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 are were made, not misleading, the party that which discovers such information shall promptly notify the other party 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, distributed disseminated to the stockholders of ILG and MVW. (b) ILG shall, as promptly as practicable after the Company Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the “ILG Stockholders Meeting”) in accordance with the DGCL solely for the purpose of 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 shareholders provisions of ParentSection 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 to the holders of shares of ILG Common Stock for the 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. ILG shall permit MVW and its Representatives to attend the ILG Stockholders Meeting. (c) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and MVW shall, as promptly as practicable after the Form S-4 to comply as to form is declared effective under the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the “MVW Stockholders Meeting”) in all material respects accordance with the requirements 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 and Securities Act, as the case may bein connection therewith, and shall, subject to the rules and regulations provisions of Section 4.3(b), through its Board of Directors, recommend to its stockholders the approval 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 issuance of shares of MVW Common Stock in the Joint Proxy Statement/Prospectus Initial Holdco Merger. MVW may only postpone or Form S-4. Parent 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 Company shall make filing or mailing of any other necessary filings supplemental or amended disclosure that MVW has determined after consultation with respect 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 Merger under MVW Stockholders Meeting. In the Securities Act event that subsequent to the date of this Agreement, the Board of Directors of MVW makes a MVW Adverse Recommendation Change, MVW nevertheless shall submit this Agreement to the holders of shares of MVW Common Stock for the purpose of obtaining the MVW Stockholder Approval unless this Agreement shall have been terminated in accordance with its terms prior to the MVW Stockholders Meeting. MVW shall permit ILG and Exchange Act and its Representatives to attend the rules and regulations thereunderMVW Stockholders Meeting. (d) Each party will advise ILG and MVW shall use reasonable best efforts to hold the other party promptly ILG Stockholders Meeting and the MVW Stockholders Meeting on the same date and as soon as reasonably practicable after it receives notice thereof, the date of the time when the Form S-4 becomes effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4this Agreement.

Additional Agreements. Section 6.1 Preparation of the Amendment to Joint Proxy Statement/Prospectus and PostSECTION 6.01. PREPARATION OF THE PARENT FORM ▇-Effective Amendment to Form S-4▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇-▇, THE FORM 8-A AND THE PARENT PROXY STATEMENT; STOCKHOLDERS' MEETING. (a) On July 2As soon as practicable following the date of this Agreement, 2021, the Company and Parent filed shall prepare and the Company shall file with the SEC a registration statement on the Proxy Statement, the Newco Form S-4 and the Form 8-A and Parent shall prepare and file with the SEC the Parent Form S-4. The Proxy Statement will be included as a prospectus in the Newco Form S-4 and the Parent Form S-4. Each of the Company and Parent shall use its commercially reasonable efforts to have the Newco Form S-4 and the Parent Form S-4 declared effective under the Securities Act (including a preliminary joint proxy statement/prospectus, as amended or supplemented from time promptly as practicable after such filing. The Company shall use its commercially reasonable efforts to time prior cause the Proxy Statement to be mailed to the date hereofCompany's stockholders as promptly as practicable after the Newco Form S-4 and the Parent Form S-4 are declared effective under the Securities Act. Each of Parent and the Company shall also take any action (other than qualifying to do business in any jurisdiction in which it is 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, in the “Original Joint Proxy Statement/Prospectus”) with respect to case of Parent, the issuance of Parent Common Stock in the Merger (such registration statementand, and any amendments or supplements thereto prior to in the date hereofcase of the Company, the “Original Form S-4”), which was declared effective by issuance of Newco Common Stock in the SEC on July 23, 2021Split-Off. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) The Company shall furnish all information concerning 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 holders of the Company relating to the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders MeetingCommon Stock, and (ii) Parent shall prepare, together with the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”). Each of Parent and the Company shall use its reasonable best efforts to 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 concerning Parent, as may be reasonably requested by the Company in connection with any such action and the preparation, filing and mailing distribution of the Amended Joint Proxy Statement/Prospectus , the Newco Form S-4 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 to, the Amended Joint Proxy Statement/Prospectus Parent S-4 will be made by Parent, and no filing of, or amendment or supplement to, the ▇▇▇▇▇ ▇-▇ or the Amended Form S-4, as applicable, shall Proxy Statement will be made by the Company or ParentCompany, 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, in each case 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/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (b) 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, 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 Statement/Prospectus will, at the date of distribution to stockholders of the Company, 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 other party for inclusion or incorporation by reference thereinthereon. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote Effective Time any information relating to the Company or Parent, or any of their respective Affiliates, directors officers or officersdirectors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to any of the Joint Proxy Statement/Prospectus or Parent Form S-4, as applicablethe Newco Form S-4 or the Proxy Statement, so that any such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are were made, not misleading, the party that which discovers such information shall promptly notify the other party parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Lawlaw, distributed disseminated to the stockholders of the Company and to the shareholders of Parent. (c) Each Company. The parties shall notify each other promptly of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements receipt of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of any comments from 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 Joint Proxy Statement/Prospectus or Form S-4. Parent its staff and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules 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 Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC or its staff for amendment amendments or supplements to the Proxy Statement, the Newco Form S-4, the Form 8-A or the Parent Form S-4 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 its staff on the other hand, with respect to the Proxy Statement, the Newco Form S-4, the Parent Form S-4, the Form 8-A, the Merger or the other transactions contemplated by the Transaction Agreements. (b) The Company shall, as soon as practicable following the date of this Agreement (taking into account any delays reasonably required as a result of the Joint occurrence of any event described in the last sentence of this clause (b)), establish a record date following the date of this Agreement for, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders' Meeting") solely for the purpose of obtaining the Stockholder Approval. Subject to Section 5.02(b), the Company shall, through its Board of Directors, recommend to its stockholders approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby (and, if required, the other Transaction Agreements and the transactions contemplated thereby) and shall include such recommendation in the Proxy Statement/Prospectus . Without limiting the generality of the foregoing, the Company's obligations pursuant to the first sentence of this Section 6.01(b) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Form S-4Company of any Takeover Proposal or (ii) the withdrawal or modification by the Board of Directors of the Company or any committee thereof of such Board of Directors' or such committee's approval or recommendation of the Merger or this Agreement.

Additional Agreements. Section 6.1 Preparation of the Amendment to Joint 8.01 Proxy Statement/Prospectus Statement and Post-Effective Amendment to Form S-4. (a) 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 amended or supplemented from time to time prior to the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021Schedule 13E-3. As promptly as reasonably practicable following the date hereof, the Company, with the assistance of Parent and Merger Sub, shall prepare and, promptly after the execution and delivery of this AgreementGo Shop Period End Date (or earlier, (i) if the Company and Parent Special Committee so directs), shall jointly prepare and cause to be filed with the SEC an amendment to the Original Joint Proxy Statement/Prospectus a proxy statement (such proxy statement, as amended or supplemented from time supplemented, being referred to time, herein as the “Amended Joint Proxy Statement/Prospectus” and”) and a Rule 13e-3 transaction statement on Schedule 13E-3 (such Schedule 13E-3, together with the Original Joint Proxy Statement/Prospectusas amended or supplemented, being referred to herein as the “Joint Proxy Statement/ProspectusSchedule 13E-3”) (x) to be mailed to the stockholders of the Company ), in each case relating to the Company authorization and adoption by the Stockholders Meeting of this Agreement and (y) to be mailed to the shareholders Transactions, including the Merger. Each of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”). Each of Parent and the Company Merger Sub shall use its reasonable best efforts to have so that the Amended Form S-4 declared effective by Proxy Statement and the SECSchedule 13E-3 will comply in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The Company, with the assistance of, and to keep the Amended Form S-4 effective as long as is necessary to consummate the after consultation with, Parent and 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 preparationSub, 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 to: (as applicable). No filing of, or amendment or supplement to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4a) respond, as applicablepromptly as reasonably practicable, 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 received from the staff of the SEC with respect to such filings of the Amended Joint Proxy Statement/Prospectus or Statement and the Amended Form S-4Schedule 13E-3; (b) prepare and file, as applicablepromptly as reasonably practicable, and of any request amendments or supplements necessary to be filed in response to any such comments or as required by Law; (c) have cleared by the staff of the SEC the Proxy Statement and the Schedule 13E-3; and (d) to the extent required by applicable Law, as promptly as reasonably practicable, prepare, file and distribute to the Stockholders any supplement or amendment to the Proxy Statement or the Schedule 13E-3 if any event shall occur which requires such action at any time prior to the Stockholders’ Meeting. Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the other parties as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement and the Schedule 13E-3. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its staff with respect to the Proxy Statement or the Schedule 13E-3 and of any requests by the SEC or its staff for any amendments or supplements to the Amended Joint Proxy Statement/Prospectus Statement or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC Schedule 13E-3 and shall supply the other party promptly provide Parent with copies of all written correspondence between such party or any of it and its Representatives, on the one hand, and the staff of the SECSEC and its staff, on the other hand. Parent shall promptly provide the Company with copies of any requests by the SEC or its staff for any amendments or supplements to the Schedule 13E-3 and with copies of all written correspondence between it and its Representatives, on the one hand, and the SEC and its staff, on the other hand. Prior to filing or mailing of the Proxy Statement and the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (b) None of the information supplied or to be supplied by thereto, the Company or Parent for inclusion or incorporation by reference into shall (i) provide Parent a reasonable opportunity to review and comment on such document or response and (ii) consider in good faith all comments proposed by Parent and its Representatives. If at any time prior to the Form S-4 willStockholders’ Meeting, at any information relating to the time Company, Parent, Merger Sub or any of their respective Affiliates, officers or directors is discovered by the Form S-4 is filed with Company, Merger Sub or Parent which should be set forth in an amendment or supplement to the SEC or at Proxy Statement and/or the time it becomes effective under Schedule 13E-3 so that the Securities Act, Proxy Statement and/or the Schedule 13E-3 shall not 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 Statement/Prospectus will, at the date of distribution to stockholders of the Company, 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 a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; providing, that, in each case of (i) and (ii), neither party shall be responsible or liable for any statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote 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 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 light of the circumstances under which they are made, not misleading, the party that which discovers such information shall promptly notify the other party 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, distributed disseminated to the stockholders of the Company and to the shareholders of ParentStockholders. (c) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall 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 Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules 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 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/Prospectus or the Form S-4.

Additional Agreements. Section 6.1 6.01. Preparation of the Amendment to Joint Proxy Statement/Prospectus Statement and Post-Effective Amendment to Form S-4Schedule 13E-3; Company Shareholders Meeting. (a) On July 2, 2021, Parent filed with the SEC a registration statement on Form S-4 under the Securities Act (including a preliminary joint proxy statement/prospectus, As reasonably promptly as amended or supplemented from time to time prior to practicable following the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) the Company and Parent shall jointly prepare and cause to be filed with the SEC an amendment a proxy statement to be sent 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 Company’s shareholders relating to the Company Stockholders Shareholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4Proxy Statement”). Each of Parent and the Company shall use its reasonable best efforts to 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 all information concerning Parent and its Affiliates to the Company all information relating to Parent Company, and provide such other assistance, as may be reasonably requested by the Company in connection with any such action and the preparation, filing and mailing distribution of the Amended Joint Proxy Statement/Prospectus , and the Company Proxy Statement shall furnish to Parent include 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 included therein. The Company and the shareholders of shall reasonably promptly notify 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 upon the receipt of any comments from the staff of the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of from the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC Statement and shall supply the other party provide Parent with copies of all correspondence between such party or any of the Company and its Representatives, on the one hand, and the SEC, on the other hand. The Company shall use its reasonable best efforts to respond as reasonably promptly as practicable to any comments from the SEC with respect to the Proxy Statement, and Parent will cooperate in connection therewith. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on the Proxy Statement or response (including the proposed final version of the Proxy Statement or response) and (ii) shall consider in good faith all comments proposed by Parent. (b) The Company and Parent shall cooperate to (i) concurrently with the preparation and filing of the Proxy Statement, jointly prepare and file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the “Schedule 13E-3”) relating to the transactions contemplated by this Agreement, 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 reasonably promptly as practicable to any comments received from the SEC with respect to the Schedule 13E-3 and will consult with each other prior to providing such response, (iii) as promptly as reasonably practicable, prepare and file any amendments or supplements necessary to be filed in response to any such comments, (iv) use 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 supplement or amendment to the Schedule 13E-3. Each party shall reasonably promptly notify the other parties upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Schedule 13E-3 and shall 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, . (c) If prior to the Effective Time any change occurs with respect to information supplied by Parent or its Affiliates for inclusion in the Amended Joint Proxy Statement/Prospectus Statement or the Amended Form S-4. (b) None of the information supplied or Schedule 13E-3 which is required to be supplied by described in an amendment of, or a supplement to, the Proxy Statement or the Schedule 13E-3, Parent shall reasonably promptly notify the Company or of such change, and Parent for inclusion or incorporation by reference into (i) and the Form S-4 will, at Company shall cooperate in the time the Form S-4 is filed prompt filing with the SEC or at the time it becomes effective under the Securities Act, contain of 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 Statement/Prospectus will, at the date of distribution to stockholders of the Company, 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 other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote 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 the Joint Proxy Statement/Prospectus Statement or Form S-4the Schedule 13E-3, 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 thereinand as required by Law, in light of disseminating the circumstances under which they are made, not misleading, the party that discovers information contained in such information shall promptly notify the other party and an appropriate amendment or supplement describing to the Company’s shareholders. Nothing in this Section 6.01(c) shall limit the obligations of any party under Section 6.01(a). (d) If prior to the Effective Time any event occurs with respect to the Company or any Company Subsidiary, or any change occurs with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Schedule 13E-3, which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Schedule 13E-3, the Company shall reasonably promptly notify Parent of such information event, and the Company shall be as reasonably promptly filed as practicable file any necessary amendment or supplement to the Proxy Statement or the Schedule 13E-3, as applicable, with the SEC and, to the extent as required by Law, distributed disseminate the information contained in such amendment or supplement to the stockholders Company’s shareholders. Nothing in this Section 6.01(d) shall limit the obligations of the Company and to the shareholders of Parentany party under Section 6.01(a). (ce) Each of The Company shall, as promptly as reasonably practicable after the SEC confirms it has no further comments on the Proxy Statement and the Schedule 13E-3, duly call, give notice of, convene and hold the Company Shareholders Meeting for the purpose of (i) seeking the Company Shareholder Approval; and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form (ii) in all material respects accordance with the requirements Section 14A of the Exchange Act and Securities Act, as the case may be, and the applicable SEC rules and regulations of the SEC issued 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 Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect seeking advisory approval of a proposal to the Merger under Company’s shareholders for a non-binding, advisory vote to approve certain compensation that may become payable to the Securities Act and Exchange Act and the rules 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 Common Stock issuable Company’s named executive officers in connection with the Merger completion of the Merger. The Company shall use its reasonable best efforts to (i) cause the Proxy Statement to be mailed to the Company’s shareholders; and (ii) subject to Section 5.04(d), solicit the Company Shareholder Approval. The Company shall, through the Company Board, recommend to its shareholders that they give the Company Shareholder Approval (the “Company Recommendation”) and shall include such recommendation in the Proxy Statement and the Schedule 13E-3, in each case, except to the extent that the Company Board shall have made an Adverse Recommendation Change as permitted by Section 5.04(d). 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 6.01 shall 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 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 5.04(d)(i) occurs less than 10 Business Days prior to the Company Shareholders Meeting, the Company shall be entitled to postpone the Company Shareholders Meeting to a date not more than 10 Business Days after the date such Company Shareholders Meeting had previously been scheduled (but in no event to a date after the date that is five Business Days before the End Date). (f) The Company may, with Parent’s consent (such consent not to be unreasonably withheld, conditioned or delayed), adjourn, recess, reconvene or postpone the Company Shareholders Meeting if (x) the Company reasonably believes that (i) such adjournment, recess, reconvening or postponement is necessary to ensure that any required supplement or amendment to the Proxy Statement or the Schedule 13E-3 is provided to the holders of Company Shares within a reasonable amount of time in advance of the Company Shareholders Meeting, (ii) after consultation with Parent, as of the time for offering which the Company Shareholders Meeting is then scheduled (as set forth in the Proxy Statement), (A) there will be an insufficient number of Company Shares present (either in person or sale in any jurisdictionby proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting or (B) there will be an insufficient number of proxies to obtain the Company Shareholder Approval, or any request (iii) such adjournment, recess, reconvening or postponement is required by the SEC for amendment of the Joint Proxy Statement/Prospectus Law, or the Form S-4(y) Parent reasonably requests such adjournment, recess, reconvening or postponement. The Company shall keep Parent updated with reasonable frequency with respect to proxy solicitation results.

Additional Agreements. Section 6.1 7.1 Preparation of the Amendment to Joint Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4. (a) On July 2, 2021As promptly as practicable following the date of this Agreement, Parent filed shall prepare and as promptly as practicable following the performance of the covenant contained in Section 7.9(c) hereof Parent shall file with the SEC a registration statement on the Form S-4 S-4. Parent shall use all reasonable efforts to have the Form S-4, declared effective under the Securities Act (including a preliminary joint proxy statement/prospectus, as amended or supplemented from time to time prior to the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) the Company and Parent 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 Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”). Each of Parent and the Company shall use its reasonable best efforts to 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/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4filing. (b) None Each of the Company, Majority Shareholder and Parent covenants that none of the information supplied or to be supplied by the Company or Parent it for inclusion or incorporation by reference into (i) in the Form S-4 will, at the time the Form S-4 is filed with the SEC SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) the Joint Proxy Statement/Prospectus will, at the date of distribution to stockholders of the Company, 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 other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote 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 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 light of the circumstances 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) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the . The Form S-4 to will comply as to form in all material respects with the requirements of the Exchange Act and Securities Act. Notwithstanding the foregoing, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall be covenant is made by either party Parent with respect to statements made or incorporated by reference therein based on information supplied in writing by the other party Company or Majority Shareholder for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4. Parent and If at any time prior to the Company Effective Time there shall make occur (i) any other necessary filings event with respect to the Merger under Company or any of its Subsidiaries, or with respect to other information supplied by Company or Majority Shareholder for inclusion in the Securities Act Form S-4 or (ii) any event with respect to Parent which event is required to be described in an amendment of, or a supplement to the Form S-4, such event shall be so described, and Exchange Act and such amendment or supplement shall be promptly filed with the rules and regulations thereunderSEC and, as required by applicable federal securities laws, disseminated to the shareholders of Company. (dc) Each party will advise Parent shall promptly notify the other party promptly after it receives notice thereof, Company of the time when the Form S-4 becomes effective, the issuance receipt of any stop order, comments from the suspension SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the qualification of filings with the Parent Common Stock issuable SEC in connection with the Merger and other Transaction or for offering or sale in any jurisdiction, additional information and shall supply the Company with copies of all correspondence between Parent or any request by of its representatives, on the one hand, and the SEC for amendment or its staff or any other appropriate government official, on the other hand, with respect thereto. Parent shall use their respective reasonable efforts to respond to any comments of the Joint Proxy Statement/Prospectus SEC with respect to the Form S-4 as promptly as practicable (and to the extent that Parent's ability to so respond depends upon the response of the Company or Majority Shareholder, in turn, the Company and Majority Shareholder each agrees to use its reasonable efforts to permit Parent to so respond). The Company and Majority Shareholder shall provide Parent with all information necessary in order to prepare the Form S-4 and any information such party may obtain that could necessitate amending any the Form S-4.

Additional Agreements. Section 6.1 7.1. Preparation of the Amendment to Form S-4 and the Joint Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4Prospectus; Stockholders Meetings. (a) On July 2, 2021As promptly as practicable following the date hereof, Parent filed and the Company shall jointly prepare and file with the SEC a registration statement on Form S-4 under preliminary proxy materials and any amendments or supplements thereof which shall constitute the Securities Act joint proxy statement/prospectus (including a preliminary joint such proxy statement/prospectus, as amended and any amendments or supplemented from time to time prior to the date hereofsupplements thereto, the “Original "Joint Proxy Statement/Prospectus”") and Parent shall prepare and file with the SEC the Registration Statement on Form S-4 with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original "Form S-4”), ") in 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 (will be included as amended or supplemented from time to time, a prospectus. The Form S-4 and the “Amended Joint Proxy Statement/Prospectus” and, together Prospectus shall comply as to form in all material respects with the Original Joint Proxy Statement/Prospectus, the “Joint Proxy Statement/Prospectus”) (x) to be mailed to the stockholders applicable provisions of the Company relating to Securities Act and the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”)Exchange Act. Each of Parent and the Company shall use its all reasonable best efforts to have the Amended Form S-4 declared effective by under the SEC, Securities Act as promptly as practicable after filing it with the SEC and to keep the Amended Form S-4 effective as long as is necessary to consummate the Merger Merger. The parties shall promptly provide copies, consult with each other and prepare written responses with respect to any written comments received from the SEC with respect to the Form S-4 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 advise 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 oral comments received from the staff of the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional informationSEC. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (b) None Parent agrees that none of the information supplied or to be supplied by the Company or Parent for inclusion or incorporation by reference into (i) in the Form S-4 willJoint Proxy Statement/Prospectus and each amendment or supplement thereto, at the time the Form S-4 is filed with the SEC or of mailing thereof and at the time it becomes effective under of the Securities ActCompany Shareholders Meeting or the Parent Shareholders Meeting, will contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) . The Company agrees that none of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus willand each amendment or supplement thereto, at the date time of distribution to stockholders of the Company, mailing thereof and at the time of the Company Stockholders Shareholders Meeting to be held in connection with the Merger, at the date of distribution to shareholders of Parent and at the time of or the Parent Stockholders Meeting to be held in connection with the IssuanceShareholders Meeting, will contain any an untrue statement of a material fact or omit to state any a 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. For purposes of the foregoing, that, in each case of (i) it is understood and (ii), neither party agreed that information concerning or related to Parent and the Parent Shareholders Meeting will be deemed to have been supplied by Parent and information concerning or related to the Company and the Company Shareholders Meeting shall be responsible or liable for any statements made or incorporated by reference therein based on information deemed to have been supplied by the other party for inclusion or incorporation by reference thereinCompany. (b) As of the date of this Agreement, the Board of Directors of Parent is composed of three classes with a total of nine directors. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote 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 the The Joint Proxy Statement/Prospectus or Form S-4shall nominate for election to the Board of Directors of Parent, 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 light of the circumstances under which they are made, not misleadingdate of the Parent Shareholders Meeting (as hereinafter defined), the party that discovers such information two persons listed in Exhibit A hereto. Promptly following the Effective Time, the three directors listed in Exhibit B shall promptly notify resign from 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 Board of the Company and to the shareholders Directors of Parent, and the Board of Directors of Parent shall take action to fill the vacancies created by such resignations by appointing the four individuals listed in Part I of Exhibit C ("Company Nominees"). In addition, promptly following the Effective Time, the Board of Directors of Parent will take action to increase their size to ten and shall appoint the individual listed in Part II of Exhibit C to fill the seat created by such expansion. (c) Each of the The Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities Actshall, as promptly as practicable following the case may beexecution of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the rules and regulations "Company Shareholders Meeting") for the purpose of obtaining 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 Joint Proxy Statement/Prospectus or Form S-4. Parent and the required Company shall make any other necessary filings shareholder vote with respect to the Merger under transactions contemplated by this Agreement, and, subject to Section 7.4, shall use its reasonable efforts to solicit the Securities Act and Exchange Act and adoption of this Agreement by the rules and regulations thereunderrequired Company shareholder vote. (d) Each party will advise Parent shall, as promptly as practicable following the other party promptly after it receives execution of this Agreement, duly call, give notice thereofof, convene and hold a meeting of its shareholders (the time when "Parent Shareholders Meeting") for the Form S-4 becomes effectivepurpose of obtaining the required Parent shareholder vote with respect to the transactions contemplated by this Agreement and, subject to Section 7.5, shall use its reasonable efforts to solicit the issuance approval of any stop order, this Agreement by the suspension of the qualification of required Parent shareholder vote. (e) The Company Shareholders Meeting and the Parent Common Stock issuable in connection with Shareholders Meeting shall take place on the Merger for offering or sale in any jurisdiction, or any request by same date to the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4extent practicable.

Additional Agreements. Section 6.1 Preparation The Parties hereby agree that as expeditiously as possible following the execution of the Amendment to Joint Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4. (a) 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 amended or supplemented from time to time prior to the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statementthis Amendment, and in 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 event within one (1) business day after the execution and delivery of this AgreementAmendment, (i) the Company and Parent shall jointly prepare use Reasonable Best Efforts to secure and cause to be filed with the SEC an amendment Company consents from Company Stockholders necessary to secure the Requisite Stockholder Approval of the Agreement and the Merger, as amended by this Amendment (the “Supplemental Stockholder Approval”), which consents shall be in a form that is reasonably acceptable to the Original Joint Proxy Statement/Prospectus (Buyer. From and after the effectiveness of this Amendment all references in the Merger Agreement to the Requisite Stockholder approval shall mean adoption of the Merger Agreement, as amended or supplemented from time to timeby the Amendment. In addition, within one (1) business day after the execution of this Amendment, the “Amended Joint Proxy Company shall mail an addendum to the Disclosure Statement/Prospectus” and, together with in a form reasonably acceptable to the Original Joint Proxy Statement/ProspectusBuyer, to the “Joint Proxy Statement/Prospectus”Company Stockholders. Such addendum shall include (i) a summary describing the amendments to the Merger Agreement set forth in this Amendment, (xii) a statement that appraisal rights are available for the Company Shares pursuant to be mailed Section 262 of the DGCL and a copy of such Section 262, and (iii) a written notice, pursuant to Sections 228 and 262(d) of the DGCL, to all stockholders of the Company that did not execute the written consent set forth above informing them that the Merger Agreement, this Amendment, and the Merger were adopted and approved by the stockholders of the Company relating to the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”). Each of Parent and the Company shall use its reasonable best efforts to 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/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (b) 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, 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 Statement/Prospectus will, at the date of distribution to stockholders of the Company, 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 other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote 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 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 light of the circumstances 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) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall 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 Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules 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 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/Prospectus or the Form S-4.

Additional Agreements. Section 6.1 Preparation of the Amendment to Joint 9.1 Proxy Statement/Prospectus Statement and Post-Effective Amendment to Form S-4Schedule 13E-3; Shareholder Approval. (a) 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 amended or supplemented from time to time prior to the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) the Company and Parent Purchaser shall jointly cooperate and promptly 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 Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”). Each of Parent and the Company shall use its reasonable best efforts to 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 proxy statement 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/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (b) 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, 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 Statement/Prospectus will, at the date of distribution to stockholders meeting of the Company, at the time of the Company Stockholders Meeting 's shareholders to be held in connection with the Merger (together with any amendments thereof or supplements thereto, the "Proxy Statement"), a joint Rule 13e-3 Transaction Statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the "Schedule 13E-3") with respect to the Merger, at . The respective parties shall cause the date of distribution Proxy Statement and the Schedule 13E-3 to shareholders of Parent and at comply as to form in all material respects with the time applicable provisions of the Parent Stockholders Meeting Exchange Act, including Regulation 14A and Rule 13e-3. The respective Parties, after consultation with the other, will use all reasonable efforts to respond to any comments made by the SEC with respect to the Proxy Statement and the Schedule 13E-3. Each of the Purchaser and the Company shall furnish to each other all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Proxy Statement and the Schedule 13E-3. (b) No amendment or supplement to the Proxy Statement, the Schedule 13E-3 or any other SEC Document will be held made by the Company without the reasonable approval of Purchaser. The Company will advise Purchaser, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or any other SEC Document or comments thereon and responses thereto or requests by the SEC for additional information. (c) Each of the Parties agrees to use its reasonable efforts to cooperate and to provide each other with such information as any of such parties may reasonably request in 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 preparation of the circumstances under which they were madeProxy Statement and the Schedule 13E-3. Each Party agrees promptly to supplement, not update and correct any information provided by it for use in the Proxy Statement and the Schedule 13E-3 to the extent that it is or shall have become incomplete, false or misleading; providing, that, in each case of (i) and (ii), neither party shall be responsible or liable for any statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote Effective Time, any event or the Requisite Parent Stockholder Vote any information circumstance relating to the Company Purchaser or Parent, or any of their respective Affiliates, directors or officersits officers and directors, should be discovered by the Company or Parent Purchaser which should be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus Statement or Form S-4the Schedule 13E-3, 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 light of the circumstances under which they are made, not misleading, the party that discovers such information Purchaser shall promptly notify inform the other party and Company. If at any time prior to the Effective Time, any event or circumstance relating to the Company, or its officers or directors, should be discovered by the Company which should be set forth in an appropriate amendment or a supplement describing such information shall be promptly filed with the SEC and, to the extent required by LawProxy Statement or the Schedule 13E-3, distributed to the stockholders of the Company and to the shareholders of Parent. (c) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall 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 Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunderpromptly inform Purchaser. (d) Each party will advise As promptly as practicable after the other party promptly after it receives notice thereof, clearance of the time when Proxy Statement and the Form S-4 becomes effectiveSchedule 13E-3 by the SEC, the issuance of any stop orderCompany shall mail the Proxy Statement to its shareholders (or, if the SEC chooses not to review the Proxy Statement and the Schedule 13E-3, within 10 days after the date that the SEC notifies the Company that it will not review the Proxy Statement). Subject to Sections 9.1(h) and 9.2, the suspension Proxy Statement shall include the recommendation of the qualification Board of Directors of the Parent Company and the Special Committee thereof that approval of this Agreement, the Merger and the Amended and Restated Articles of Incorporation by the Company's shareholders is advisable and that the Board of Directors of the Company and the Special Committee have determined that the Merger and the Amended and Restated Articles of Incorporation is fair to, and in the best interests of, the Company's shareholders. (e) In accordance with the Company Articles of Incorporation and Company Bylaws, the Company shall duly call, give notice of, convene and hold a Shareholders' Meeting, to be held as promptly as practicable after execution of this Agreement, on a date reasonably acceptable to Purchaser, for the purpose of voting upon approval of this (i) Agreement, (ii) the Amended and Restated Articles of Incorporation and (iii) the Merger by the Company's shareholders and such other related matters as it deems appropriate. The Company shall use its reasonable efforts to hold the Shareholders' Meeting as promptly as practicable after the date on which the Proxy Statement is cleared by the SEC. (f) The Company shall use its best efforts to obtain the Company Shareholder Approval and the Disinterested Shareholder Approval, subject to the terms of Section 9.1(h) and 9.2. (g) In connection with the Merger, the Company shall furnish Purchaser with mailing labels containing the names and addresses of all record holders of shares of Company Common Stock issuable and with security position listings of shares of Company Common Stock held in stock depositories, each as of a recent date, and of those persons becoming record holders subsequent to such date. The Company shall furnish Purchaser with all such additional information (including, but not limited to, updated lists of holders of shares of Company Common Stock and their addresses, mailing labels and lists of security positions) and such other assistance as Purchaser or its agents may reasonably request in soliciting proxies and communicating the Merger to the record and beneficial owners of shares of Company Common Stock. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Proxy Statement and any other documents necessary to consummate the Merger, Purchaser shall hold in confidence the information contained in such labels, listings and files, and shall use such information only in connection with the Merger for offering Merger. If this Agreement is terminated, Purchaser will deliver to the Company all copies of such information (and extracts and summaries thereof) then in its or sale in its agent's or advisor's possession. (h) Neither the Board of Directors of the Company nor any jurisdictioncommittee thereof shall, except as expressly permitted by this Section 9.1(h), (i) withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaser, the approval or recommendation of such Board of Directors of this Agreement, the Amended and Restated Articles of Incorporation or the Merger, (ii) approve or recommend, or propose publicly to approve or recommend, any request by Acquisition Proposal, or (iii) cause the SEC for amendment Company to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement (each, an "Acquisition Agreement") related to any Acquisition Proposal. Notwithstanding the foregoing, in the event that, prior to obtaining the Disinterested Shareholder Approval, the Special Committee determines in good faith, after it has received a Superior Proposal and after receipt of advice from outside counsel, that the failure to do so would result in a reasonable possibility that the Board of Directors of the Joint Proxy Statement/Prospectus Company would breach its fiduciary duties to the Company's shareholders under applicable Law, the Board of Directors of the Company may (subject to this sentence) inform the Company's shareholders that it no longer believes that the Merger is advisable and no longer recommends approval and may (subject to this sentence) approve or recommend a Superior Proposal (and in connection therewith withdraw or modify its approval or recommendation of this Agreement, the Amended and Restated Articles of Incorporation or the Form S-4Merger) (a "Subsequent Determination"), but only at a time that is after the second business day following Purchaser's receipt of written notice advising Purchaser that the Board of Directors of the Company has received a Superior Proposal specifying the material terms and conditions of such Superior Proposal (and including a copy thereof with all accompanying documentation, if in writing), identifying the person making such Superior Proposal and stating that it intends to make a Subsequent Determination. Notwithstanding any other provision of this Agreement, the Company shall submit this Agreement and the Amended and Restated Articles of Incorporation to its shareholders at its Shareholders' Meeting even if the Board of Directors of the Company determines at any time after the date hereof that it is no longer advisable or recommends that the Company's shareholders reject it.

Additional Agreements. Section 6.1 Preparation of the Amendment to Joint Form S-4 and the Proxy Statement/Prospectus; Company Shareholder Meeting. (a) As promptly as practicable following the date of this Agreement, the Company shall prepare (with Parent’s reasonable cooperation) the Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4. (a) 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 amended or supplemented from time to time prior to the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) the Company and Parent 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, ’s reasonable cooperation) and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”). Each of Parent and the Company shall use its reasonable best efforts to 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 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 (respond as applicable). No filing of, or amendment or supplement to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, promptly as applicable, shall be made by the Company or Parent, as applicable, and no response practicable to any written or oral comments of from the SEC or its staff with respect thereto shall be submitted by to the Company Proxy Statement/Prospectus, the Form S-4 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 any related matters. The 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/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (b) None of the information supplied or to will be supplied by the Company or Parent for inclusion or incorporation by reference into (i) included within the Form S-4 will, at filed with the time SEC. Each of the Company and Parent shall use its reasonable best efforts to have the Form S-4 is filed with the SEC or at the time it becomes declared effective under the Securities Act, contain Act and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement as promptly as practicable after such filing. Parent shall also take any untrue statement of material fact or omit action (other than qualifying to state do business in any material fact jurisdiction in which it is not now so qualified) required to be stated therein taken under any applicable state securities or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) the Joint Proxy Statement/Prospectus will, at the date of distribution to stockholders of the Company, at the time of the Company Stockholders Meeting to be held “blue sky” laws in connection with the Merger, at the date of distribution to shareholders issuance of Parent Shares in the Merger as contemplated by this Agreement and at the time Company shall furnish all information concerning the Company and the holders of the Parent Stockholders Meeting Company Common Stock and rights to acquire Company Common Stock as may be held reasonably requested in connection with any such action and in connection with the Issuancepreparation, 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 filing and distribution of the circumstances under which they were made, not misleading; providing, that, in each case of (i) and (ii), neither party shall be responsible or liable for any statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference thereinForm S-4. If at any time prior to obtaining the Requisite Company Stockholder Vote Effective Time any event occurs or the Requisite Parent Stockholder Vote 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 that should be set forth in an amendment or supplement to either the Joint Form S-4 or the Proxy Statement/Prospectus or Form S-4, as applicableProspectus, 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 are were made, not misleading, the party that 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 applicable Law, distributed disseminated to the stockholders of the Company and to the shareholders of ParentShareholders. (cb) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 In addition to comply as their obligations pursuant to form in all material respects with the requirements of the Exchange Act and Securities ActSection 6.1(a), 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 Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other all necessary filings with respect to the Merger and the other transactions contemplated by this Agreement under the Securities Act and Act, the Exchange Act and applicable foreign or state securities or “blue sky” laws and Regulations thereunder and provide each other with copies of any such filings. Parent and the rules and regulations thereunder. (d) Each party will Company shall advise the other party party, promptly after it receives receipt of notice thereof, of (and provide copies of any notices or communications with respect to) the time when of the effectiveness of the Form S-4 becomes effectiveS-4, the filing of any supplement or amendment thereto, the issuance of any stop orderorder relating thereto, the suspension of the qualification of the Parent Common Stock Shares issuable in connection with the Merger for offering or sale in any jurisdiction, or of any request by the SEC or its staff for amendment of to the Joint Proxy Statement/Prospectus or the Form S-4, comments thereon from the SEC’s staff and each party’s responses thereto or request of the SEC or its staff for additional information. No amendment or supplement to the Proxy Statement/Prospectus or the Form S-4 shall be filed without the approval of each of Parent and the Company, which approval shall not be unreasonably withheld, delayed or conditioned. (c) The Company shall (i) take all action in accordance with the federal securities laws, the VSCA, the Company Certificate and the Company Bylaws necessary to convene a special meeting of the Company Shareholders (the “Company Shareholders Meeting”) for the purpose of seeking the Company Shareholder Approval (and any authority needed to adjourn or postpone the Company Shareholders Meeting) following (x) the date the Form S-4 is declared effective under the Securities Act and (y) the expiration or termination of the waiting period under the HSR Act; provided that no action is pending by any Governmental Entity seeking to enjoin or prevent the consummation of the Merger under Antitrust Law (such date, the “Antitrust Clearance Date”), and (ii) use its reasonable best efforts to obtain the Company Shareholder Approval (except to the extent the Company has effected a Change in Recommendation in accordance with Section 5.3) and, subject to Section 5.3, include in the Proxy Statement/Prospectus the Company Board Recommendation. The Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed in definitive form to the Company Shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act and to convene the Company Shareholders Meeting promptly after the Antitrust Clearance Date. (d) Notwithstanding anything to the contrary contained in this Agreement, subject to the Company’s right to terminate this Agreement pursuant to Article VIII, the Company may adjourn or postpone the Company Shareholders Meeting solely (i) to ensure that the Company Shareholders are provided with any supplement or amendment to the Proxy Statement/Prospectus sufficiently in advance of the vote to be held at the Company Shareholders Meeting, (ii) if there are insufficient shares of Company Common Stock represented (either in person or by proxy) to vote in favor of a proposal to approve and adopt this Agreement or to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting, or (iii) from time to time, as may be necessary, to a date or dates that occur subsequent to the Antitrust Clearance Date if the Antitrust Clearance Date has not occurred on the date that is five (5) Business Days prior to the applicable scheduled date of the Company Shareholders Meeting.

Additional Agreements. Section 6.1 Preparation of the Amendment to Joint Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4SECTION 5.1 PREPARATION OF FORM F-4 AND THE PROXY STATEMENT; SHAREHOLDERS' MEETINGS. (a) 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 amended or supplemented from time to time prior to the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) the Company and Parent shall jointly prepare and cause to be filed file with the SEC an amendment a preliminary joint proxy statement in form and substance satisfactory 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 each of the Company and Parent, relating to the Company Stockholders Meeting and (y) meeting of the Company's shareholders to be mailed held to obtain the shareholders Company Shareholder Approval and the meeting of Parent relating the Parent's Shareholders to obtain the Parent Stockholders MeetingShareholder Approval (together with any amendments thereof or supplements thereto, the "PROXY STATEMENT") and (ii) Parent shall prepare, together with the Company, prepare and file with the SEC a post-effective amendment to the Original registration statement on Form S-4 F-4 (such amendment, and any together with all amendments or supplements thereto, the “Amended Form S-4” and"FORM F-4") in which the Proxy Statement shall be included as a prospectus, together in connection with the Original Form S-4registration under the Securities Act of the shares of Parent Common Stock to be issued to the shareholders of the Company pursuant to the Merger. As promptly as reasonably practicable after the date of this Agreement, Parent and the Company shall prepare and file any other filings required under the Exchange Act, the “Form S-4”Securities Act or any other Federal or Blue Sky Laws relating to the Merger and the transactions contemplated by this Agreement and the Merger Agreement, including, without limitation, under the HSR Act and state takeover laws (the "OTHER 50 55 FILINGS"). Each of Parent and the Company shall use its reasonable best efforts to 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 will notify the other party promptly of the receipt of any comments from the SEC or its staff of the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, and of any request by the SEC or its staff of the SEC or any other government officials for amendments or supplements to the Amended Joint Form F-4, the Proxy Statement/Prospectus Statement or Amended Form S-4, as applicable, any Other Filing or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC information and shall will supply the other party with copies of all correspondence between such party company or any of its Representativesrepresentatives, on the one hand, and the SEC, or its staff of the SECor any other government officials, on the other hand, with respect to the Amended Joint Form F-4, the Proxy Statement/Prospectus , the Merger or any Other Filing. The Proxy Statement, the Form F-4 and the Other Filings shall comply in all material respects with all applicable requirements of law. Each of Parent and the Company shall use all reasonable efforts to cause the Form F-4 to become effective as promptly as reasonably practicable, and shall take all or any action required under any applicable federal or state securities laws in connection with the issuance of shares of Parent Common Stock pursuant to the Merger. Except as set forth in Sections 3.1(p) and 3.2(o), each of Parent and the Company 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 Form F-4 and Proxy Statement. The Company authorizes Parent to utilize in the Form F-4 and in all such state filed materials, the information concerning the Company and its subsidiaries provided to Parent in connection with, or contained in, the Proxy Statement. Parent promptly will advise the Company when the Form F-4 has become effective and of any supplements or amendments thereto, and the Company shall not distribute any written material that would constitute, as advised by counsel to the Company, a "prospectus" relating to the Merger or the Amended Parent Common Stock within the meaning of the Securities Act or any applicable state securities law without the prior written consent of Parent. As promptly as reasonably practicable after the Form S-4F-4 shall have become effective, each of the Company and Parent shall mail the Proxy Statement to its respective shareholders. (b) None of the information supplied or Parent agrees promptly to be supplied by advise the Company or Parent for inclusion or incorporation by reference into (i) the Form S-4 will, 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 Statement/Prospectus will, at the date of distribution to stockholders of the Company, 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 other party for inclusion or incorporation by reference therein. If if at any time prior to obtaining the Requisite Company Stockholder Vote meeting of the Parent's Shareholders or the Requisite Parent Stockholder Vote meeting of the Company's shareholders any information relating provided by it in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable law after the mailing thereof to the Company Parent's Shareholders 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 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 light of the circumstances 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 ParentCompany's shareholders. (c) The Company agrees promptly to advise Parent if at any time prior to the meeting of the Parent's Shareholders or the meeting of the Company's shareholders any information provided by it in the Proxy Statement is or becomes incorrect or incomplete 51 56 in any material respect and to provide Parent with the information needed to correct such inaccuracy or omission. The Company will furnish Parent with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to the Company and its subsidiaries, to comply with applicable law after the mailing thereof to the Parent's Shareholders or the Company's shareholders. (d) As soon as practicable following the date of this Agreement, the Company shall call and hold a meeting of its shareholders (the "COMPANY SHAREHOLDERS' MEETING") and the Parent shall call and hold a meeting of the Parent's Shareholders (the "PARENT SHAREHOLDERS' MEETING"). The purpose of such meetings shall be to obtain the Company Shareholder Approval and the Parent Shareholder Approval, respectively. Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus coordinate 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 Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings cooperate with respect to the Merger under timing of the Securities Act Company Shareholders' Meeting and Exchange Act Parent Shareholders' Meeting and shall use reasonable efforts to hold such meetings on the same day. Each of the Company and Parent shall use its best efforts to solicit from its shareholders proxies, and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by applicable law or otherwise to obtain the Company Shareholder Approval and the rules Parent Shareholder Approval, respectively, and regulations thereunder. (d) Each party will advise through its respective Board of Directors, shall recommend to its respective shareholders the other party promptly after it receives notice thereof, obtaining of the time when Company Shareholder Approval and the Form S-4 becomes effectiveParent Shareholder Approval, respectively; provided that (i) the recommendation of the Board of Directors of the Company may not be included or may be withdrawn or modified if previously included if, following receipt of the Company Termination Fee Notice (as defined in Section 7.5(a)), the issuance Company has paid the Company Termination Fee and the Company has accepted a Company Superior Proposal in accordance with the terms of any stop order, Section 4.2 and (ii) the suspension recommendation of the qualification Board of Directors of Parent may not be included or may be withdrawn or modified if previously included if, following receipt of the Parent Common Stock issuable Termination Fee Notice (as defined in connection Section 7.5(b)), Parent has paid the Parent Termination Fee and Parent has accepted a Parent Superior Proposal in accordance with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment terms of the Joint Proxy Statement/Prospectus or the Form S-4Section 4.3.

Additional Agreements. Section 6.1 SECTION 5.01. Preparation of the Amendment to Joint Form S-4 and the Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4; Shareholders' Meetings. (a) 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 amended or supplemented from time to time prior to the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) Parent and the Company and Parent shall jointly prepare and cause to be filed file with the SEC an amendment to the Original Joint Proxy Statement/Prospectus proxy statement (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 sent to the stockholders shareholders of the Company relating to the meeting of the Company's shareholders (the "Company Stockholders Meeting and (yShareholders' Meeting") to be mailed held to consider approval of this Agreement and to be sent to the shareholders stockholders of Parent relating to the meeting of Parent's stockholders to be held to vote on the Amendment and Share Issuance (the "Parent Stockholders Stockholders' Meeting" and, together with the Company Shareholders' Meeting, the "Shareholders' Meetings") and (ii) Parent shall prepare, together with the Company, prepare and file with the SEC a post-effective amendment registration statement on Form S 4 (as amended or supplemented from time to the Original Form S-4 (such amendment, and any amendments or supplements theretotime, the “Amended "Form S-4” and"), together in which the Proxy Statement will be included as a prospectus, in connection with the Original Form S-4, registration under the “Form S-4”)Securities Act of the shares of Parent Common Stock to be issued in the Share Issuance. Each of Parent and the Company shall use its reasonable best efforts to have the Amended Form S-4 declared effective by under the SECSecurities Act as promptly as practicable after such filing, and and, prior to keep the Amended effective date of the Form S-4 effective as long as S-4, Parent shall take any action (other than qualifying to do business in any jurisdiction in which it is necessary not now so qualified or filing a general consent to consummate service of process) required to be taken under any applicable state securities Laws in connection with the Merger issuance of shares of Parent Common Stock in the Merger. Each of Parent and the other transactions contemplated hereby. Parent Company shall furnish to the Company all information relating to Parent as may be reasonably requested by the Company other in connection with any such action and the preparation, filing and mailing distribution of the Amended Joint Form S-4 and the Proxy Statement/Prospectus . As promptly as practicable after the Form S-4 shall have become effective, each of Parent 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 Statement to be distributed mailed to the stockholders of the Company its respective shareholders and the shareholders of Parent (as applicable)stockholders. No filing of, or amendment or supplement to to, the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, shall S-4 will be made by the Company or Parent, as applicable, and no response to any comments of filing of, or amendment or supplement to, the SEC or its staff with respect thereto shall be submitted Proxy Statement will made by the Company or ParentCompany, as applicable, in each case 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/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (b) 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, 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 Statement/Prospectus will, at the date of distribution to stockholders of the Company, 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 other party for inclusion or incorporation by reference thereinthereon. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote Effective Time any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to either the Joint Form S-4 or the Proxy Statement/Prospectus or Form S-4, as applicable, 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 are made, not misleading, the party that which discovers such information shall promptly notify the other party 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, distributed to the stockholders of the Company and disseminated to the shareholders of Parent. (c) Each of the Company and Parent Company. The parties 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 notify each other party for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules 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 has become effective, of the issuance of any stop order, the order or suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC for amendment or the staff of the Joint SEC for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of (i) all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement/Prospectus , the Form S-4 or the Merger and (ii) all orders of the SEC relating to the Form S-4. (b) The Company shall use its reasonable best efforts to, as promptly as practicable, establish a record date for, duly call, give notice of, convene and hold the Company Shareholders' Meeting solely for the purpose of obtaining the Company Shareholder Approval. Subject to Section 4.02, the Company shall, through its Board of Directors, recommend to its shareholders approval of this Agreement and shall include such recommendation in the Proxy Statement. Without limiting the generality of the foregoing, but subject to the terms of this Agreement, the Company's obligations pursuant to the first sentence of this Section 5.01(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Takeover Proposal. (c) Parent shall use its reasonable best efforts to, as promptly as practicable, establish a record date for, duly call, give notice of, convene and hold the Parent Stockholders' Meeting solely for the purpose of obtaining the Parent Stockholder Approval. Parent shall, through its Board of Directors, recommend to its stockholders that they vote in favor of the Amendment and Share Issuance and shall include such recommendation in the Proxy Statement (the "Parent Recommendation"). The Board of Directors of Parent shall not withdraw (or modify in a manner adverse to the Company), or publicly propose to withdraw (or modify in a manner adverse to the Company), the Parent Recommendation; provided, however, that none of the following shall constitute a breach of this Section 5.01(c): (1) the disclosure by the Board of Directors of Parent or Parent of any factual information to the stockholders of Parent that is required to be made to such stockholders under applicable Law or (ii) the disclosure to such stockholders of any conclusions that would have been made by the Board of Directors of Parent based on such information had such information existed on or prior to the date of this Agreement.

Additional Agreements. Section 6.1 SECTION 5.1 Preparation of Form S-4 and the Amendment to Joint Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4; Stockholders' Meetings. (a) 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 amended or supplemented from time to time prior to the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) the Company and Parent shall jointly prepare and cause to be filed file with the SEC an amendment a joint proxy statement/registration statement relating to the Original Joint Proxy Statement/Prospectus meetings of the Company's stockholders to be held to obtain the Company Stockholder Approval and of the Parent's stockholders to obtain the Parent Stockholder Approval (as amended together with any amendments thereof or supplemented from time to timesupplements thereto, the “Amended Joint Proxy Statement/Prospectus” and, "PROXY STATEMENT") and (ii) Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with the Original Joint Proxy Statement/Prospectusall amendments thereto, the “Joint "FORM S-4") in which the Proxy Statement/Prospectus”) (x) Statement shall be included as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be mailed issued to the stockholders of the Company relating pursuant to the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”)Merger. Each of Parent and the Company shall use its commercially reasonable best efforts to have cause the Amended Form S-4 declared to become effective by the SECas promptly as practicable, 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 take all information relating to Parent as may be reasonably requested by the Company or any action required under any applicable federal or state securities laws in connection with any such action and the preparation, filing and mailing issuance of shares of Parent Common Stock pursuant to the Amended Joint Proxy Statement/Prospectus Merger. Each of Parent and the Company 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 Form S-4 and Proxy Statement. The Company authorizes Parent to utilize in the Form S-4 and in all such state filed materials, the information concerning the Company and its subsidiaries provided to Parent all information in connection with, or contained in, the Proxy Statement. Parent promptly will advise the Company when the Form S-4 has become effective and of any supplements or amendments thereto, and the Company shall not distribute any written material that would constitute, as advised by counsel to the Company, a "PROSPECTUS" relating to the Company as may be reasonably requested by Merger or the Parent in connection with any such action and Common Stock within the preparation and filing meaning of the Amended Joint Proxy Statement/Prospectus and Securities Act or any applicable state securities law without the Amended Form S-4prior written consent of Parent. Subject to applicable Law, as 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/Prospectusshall have become effective, each of the Company and Parent shall use mail the Proxy Statement to 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/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4respective stockholders. (b) None of the information supplied or Parent agrees promptly to be supplied by advise the Company or Parent for inclusion or incorporation by reference into (i) the Form S-4 will, 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 Statement/Prospectus will, at the date of distribution to stockholders of the Company, 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 other party for inclusion or incorporation by reference therein. If if at any time prior to obtaining the Requisite Company Stockholder Vote respective meetings of stockholders of Parent or the Requisite Parent Stockholder Vote Company any information relating provided by it in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or Parent, or any of their respective Affiliates, directors or officers, should be discovered by omission. Parent will furnish the Company or Parent which should with such supplemental information as may be set forth necessary in an amendment or supplement order to cause the Joint Proxy Statement/Prospectus or Form S-4, insofar as applicable, so that such document would not include any misstatement of a material fact or omit it relates to state any material fact necessary 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 party Parent and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC andits subsidiaries, to comply with applicable law after the extent required by Law, distributed mailing thereof to the stockholders of Parent or the Company and to the shareholders of ParentCompany. (c) The Company agrees promptly to advise Parent if at any time prior to the respective meetings of stockholders of Parent or the Company any information provided by it in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide Parent with the information needed to correct such inaccuracy or omission. The Company will furnish Parent with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to the Company and its subsidiaries, to comply with applicable law after the mailing thereof to stockholders of Parent or the Company. (d) As soon as reasonably practicable following the date of this Agreement but taking into account the likely timing of obtaining regulatory approvals to complete the transactions contemplated herein, each of the Company and Parent shall call and hold a meeting of its respective stockholders (the "COMPANY STOCKHOLDERS' MEETING" and the "PARENT STOCKHOLDERS' MEETING," respectively), for the purpose of obtaining the Company Stockholder Approval and the Parent Stockholder Approval, respectively. Each of the Company and Parent shall cause use its commercially reasonably efforts to solicit from its stockholders proxies, and shall take all other action necessary or advisable to secure the Joint Proxy Statement/Prospectus vote or consent of stockholders required by applicable law or otherwise to obtain the Company Stockholder Approval and the Form S-4 Parent Stockholder Approval, respectively, and through its respective Board of Directors, shall recommend to comply as to form in all material respects with its respective stockholders the requirements obtaining of the Exchange Act and Securities Act, as the case may be, Company Stockholder Approval and the rules and regulations of the SEC thereunderParent Stockholder Approval, 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 Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunderrespectively. (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 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/Prospectus or the Form S-4.

Additional Agreements. Section 6.1 Preparation of the Amendment to Joint 6.01 Proxy Statement/Prospectus Statement and Post-Effective Amendment to Form S-4Schedule 13E-3. (a) On July 2As soon as practicable following the date of this Agreement, 2021, Parent filed with the SEC a registration statement on Form S-4 under the Securities Act but in any event within twenty (including a preliminary joint proxy statement/prospectus, as amended or supplemented from time to time prior to 20) Business Days after the date hereof, the “Original Joint Proxy Statement/Prospectus”) Company, with respect the assistance of Parent and Merger Sub, shall prepare a proxy statement relating to the issuance of Parent Common Stock in the Merger (such registration statement, authorization 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 approval of this Agreement, (i) 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 an amendment a Rule 13e-3 transaction statement on Schedule 13E-3 relating to the Original Joint Proxy Statement/Prospectus 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 from time supplemented, being referred to time, herein as the “Amended Joint Proxy Statement/Prospectus” and, together Schedule 13E-3”). Parent and Merger Sub shall timely furnish all information as the Company may reasonably request in connection with the Original Joint Proxy Statement/Prospectus, the “Joint Proxy Statement/Prospectus”) (x) to be mailed to the stockholders such actions and preparation of the Company relating to Proxy Statement and the Company Stockholders Meeting and (y) to be mailed to the shareholders Schedule 13E-3. Each of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, Parent and file 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 SEC a post-effective amendment to requirements of the Original Form S-4 (such amendment, Exchange Act and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”)rules and regulations promulgated thereunder. Each of the Company, Parent and the Company Merger Sub shall use its reasonable best efforts to 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 respond 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 and the Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to the Company in the preparation, filing and distribution of the Proxy Statement/Prospectus or , the Amended Form S-4, as applicable, Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any request by the staff of comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4Statement and the Schedule 13E-3, as applicable, or for additional information. The the Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC notify Parent and Merger Sub and shall supply the other party provide Parent with copies of all correspondence between such party or any of the Company and its Representativesrepresentatives, on the one hand, and the staff of the SECSEC and its staff, on the other hand. Prior to filing the Schedule 13E-3 or mailing the Proxy Statement (or in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (b) None of the information supplied or to be supplied by thereto, the Company or Parent for inclusion or incorporation by reference into (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 Form S-4 willShareholders Meeting, at any information relating to the time Company, Parent, Merger Sub or any of their respective Affiliates, officers or directors, is discovered by the Form S-4 is filed with Company, Parent or Merger Sub that should be set forth in an amendment or supplement to the SEC Proxy Statement or at the time it becomes effective under Schedule 13E-3 so that the Securities Act, Proxy Statement or the Schedule 13E-3 will not 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 Statement/Prospectus will, at the date of distribution to stockholders of the Company, 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 a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and the Company shall file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by applicable Law, disseminate to the shareholders of the Company. Nothing in this ‎Section 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 the condition set forth in this Agreement. (b) Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Proxy Statement, the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the holders of Shares and at the time of the Shareholders Meeting, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading; providing. Each of Parent, thatMerger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, in each case of (i) the Exchange Act and (ii), neither party shall be responsible or liable for any statements made or incorporated by reference therein based on other applicable Laws and that all information supplied by the other such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any time prior to obtaining the Requisite Company Stockholder Vote Effective Time, any event or circumstance relating to Parent, Merger Sub or the Requisite Parent Stockholder Vote any information relating to the Company or ParentCompany, or any of their respective Affiliates, directors officers or officersdirectors, should be discovered by the Company or Parent which should be set forth in an amendment or a supplement to the Joint Proxy Statement/Prospectus Statement or Form S-4, as applicable, 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 circumstances under which they are made, not misleading, the party that discovers discovering such information event or circumstance shall promptly notify inform the other party parties and an appropriate amendment or supplement describing such information event or circumstance shall be promptly filed with the SEC and, and disseminated to the shareholders of the Company to the extent required by Law; provided, distributed that prior to the stockholders of such filing, the Company and to the shareholders of Parent. (c) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall be made by either party consult with each other with respect to statements made such amendment or incorporated by reference therein based on information supplied by supplement and shall afford the other party for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect their Representatives a reasonable opportunity to the Merger under the Securities Act and Exchange Act and the rules and regulations thereundercomment thereon. (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 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/Prospectus or the Form S-4.

Additional Agreements. Section 6.1 Preparation of the Amendment to Joint Proxy Statement/Prospectus Statement and Post-Effective Amendment to Form S-4Schedule 13E-3; Company Shareholders Meeting. (a) 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 amended or supplemented from time to time prior to the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after following the execution Agreement Date, the Company shall, with the cooperation and delivery 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, (i) the Plan of Merger and the Transactions by the shareholders of the Company and Parent shall jointly prepare and cause to be filed by the Company Shareholder Approval, including a notice convening the Company Shareholders Meeting in accordance with the SEC an amendment to the Original Joint Proxy Statement/Prospectus Company Articles of Association (as amended or supplemented from time to time, the “Amended Joint Proxy Statement/Prospectus” andsuch proxy statement, together with the Original Joint Proxy Statement/Prospectus, the “Joint Proxy Statement/Prospectus”) (x) to be mailed to the stockholders of the Company relating to the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4Proxy Statement”). Each The Company shall establish a record date for the Company Shareholders Meeting in a manner to enable the record date for the Company Shareholders Meeting to be set so that such Company Shareholders Meeting will be duly called and held in accordance with the Company Articles of Association as soon as reasonably practicable following clearance of the Schedule 13E-3 by the SEC. Parent will furnish to the Company all information reasonably requested by the Company concerning the Parent Parties, and provide such other assistance, as the Company may reasonably request in connection with the preparation, filing and distribution of the Proxy Statement. (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 the Amended Form S-4 declared effective cleared by the SEC, staff of the SEC the Schedule 13E-3; 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 (v) to the Company all information relating to Parent as may be reasonably requested extent required 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 prepare 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 file any amendment to the stockholders of the Company and the shareholders of Parent (as applicable)Schedule 13E-3. 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 Each Party will promptly notify the other party promptly of Parties upon the receipt of any comments from the staff SEC in respect of the SEC Schedule 13E-3 or any other filings associated with respect to the Amended Joint Transactions, including the Proxy Statement/Prospectus Statement or the Amended Form S-4any beneficial ownership reports, as applicable, and of or any request by the staff of from the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus Schedule 13E-3 or Amended Form S-4other associated filings, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply will provide the other party Parties with copies of all correspondence between such party or any of Party and its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (b) 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, 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 Statement/Prospectus will, at the date of distribution to stockholders of the Company, 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 other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote 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 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 light of the circumstances 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) Each of the Company and the Parent Parties shall cause use its reasonable best efforts so that the Joint Proxy Statement/Prospectus and the Form S-4 to Schedule 13E-3 will comply as to form in all material respects with the applicable 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 Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and 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) Each party will advise If prior to the other party promptly after it receives notice thereof, of Effective Time any event occurs with respect to the time when the Form S-4 becomes effective, the issuance of Company or 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 jurisdictionCompany Subsidiary, or any request change occurs with respect to other information supplied by the SEC 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 Joint 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 promptly as reasonably practicable after the SEC confirms it has no further comments on the Schedule 13E-3, including the Proxy Statement/Prospectus , duly call, give notice of, convene and hold the Company 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. Except as permitted in Section 6.1(f), the Company will not adjourn the Company Shareholders Meeting without the prior written consent of Parent. The Company will use reasonable best efforts to (A) promptly cause the Proxy Statement to be mailed to the Company’s shareholders; and (B) except if an Adverse Recommendation Change has been made as permitted by Section 5.5(d) and remains in effect, solicit the Company Shareholder Approval, including by retaining the services of a 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 Form S-4Special Committee has validly made an Adverse Recommendation Change as permitted by Section 5.5(d) that is still in effect. The Company agrees that, unless this Agreement is terminated in accordance with its terms prior thereto, its obligations to hold the Company Shareholders Meeting pursuant to this Section 6.1 will not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Alternative Proposal, by the making of any Adverse Recommendation Change by the Company Board (acting at the recommendation of the Special Committee) or the Special Committee or by any other development; provided, however, that if the public announcement of an Adverse Recommendation Change or the delivery of notice by the Company to Parent pursuant to Section 5.5(d)(i) occurs less than 10 Business Days prior to the Company Shareholders Meeting, the Company will be entitled to postpone or adjourn the Company Shareholders Meeting to a date not more than 10 Business Days after the date such Company Shareholders Meeting had previously been scheduled (but in no event to a date after the date that is six (6) Business Days before the End Date (as defined below)). (f) The foregoing provisions of this Section 6.1 notwithstanding, the Company will have the right to make one or more postponements or adjournments of the Company Shareholders Meeting (i) to ensure that any amendment to the Proxy Statement and/or amendment to the Schedule 13E-3 required under applicable Law is timely provided to the shareholders of the Company within a reasonable amount of time, in the good faith judgment of the Company Board or the Special Committee (after consultation with outside counsel), in advance of the Company Shareholders Meeting; (ii) if required by applicable Law or a request from the SEC or its staff; or (iii) if, on a date for which the Company Shareholders Meeting is scheduled, the Company has not received proxies representing a sufficient number of Common Shares to obtain the Company Shareholder Approval, 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 required 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 of the essence.

Additional Agreements. Section 6.1 SECTION 5.1 Preparation of the Amendment to Joint Form S-4 and the Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4; Stockholders Meetings. (a) 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 soon as amended or supplemented from time to time prior to practicable following the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) the Company and Parent 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 Original Form S-4 (such amendment, Proxy Statement and any amendments or supplements thereto, the “Amended Form S-4” and, together Parent shall prepare and file with the Original SEC the Form S-4, in which the “Form S-4”)Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use its reasonable best efforts to 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 have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company will use all best efforts to cause the Amended Joint Proxy Statement/Prospectus Statement to be distributed mailed to the stockholders holders of Company Common Stock and Company Preferred Stock as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of the Parent Common Stock and the Parent New Preferred Stock in the Merger and the Company shall furnish all information concerning the Company and the shareholders holders of Parent (Company Common Stock as applicable)may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to to, the Amended Joint Proxy Statement/Prospectus Form S-4 or the Amended Form S-4, as applicable, shall Proxy Statement will be made by Parent or 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 with the opportunity to review and comment thereon thereon. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock and giving due consideration to inclusion the Parent New Preferred Stock issuable in connection with the Amended Joint Proxy Statement/Prospectus Merger for offering or Amended Form S-4, as applicablesale in any jurisdiction, 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/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff SEC for amendment of the Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (b) 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, 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 Statement/Prospectus will, at the date of distribution to stockholders of the Company, 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 other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote Effective Time any information relating to the Company or Parent, or any of their respective Affiliatesaffiliates, directors officers or officersdirectors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to any of the Joint Form S-4 or the Proxy Statement/Prospectus or Form S-4, as applicable, so that any of such document 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 are were made, not misleading, the party that which discovers such information shall promptly notify the other party parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Lawlaw, distributed disseminated to the stockholders of the Company and to the shareholders of Parent. (cb) Each of the The Company and Parent shall cause the Joint Proxy Statement/Prospectus and shall, as promptly as practicable after the Form S-4 to comply as to form in all material respects with is declared effective under the requirements of the Exchange Act and Securities Act, as duly call, give notice of, convene and hold a meeting of its stockholders (the case may be"Company Stockholders Meeting") in accordance with the DGCL for the purpose of obtaining the Company Stockholder Approval and, subject to its rights to terminate this Agreement pursuant to Section 4.2(b), shall, through its Board of Directors, recommend to its stockholders the approval and adoption of this Agreement, the Merger and the rules and regulations other transactions contemplated hereby. Without limiting the generality of the SEC thereunderforegoing but subject to its rights to terminate this Agreement pursuant to Section 4.2(b), except the Company agrees that no representation or warranty its obligations pursuant to the first sentence of this Section 5.1(b) shall not be made by either party with respect to statements made or incorporated by reference therein based on information supplied affected by the other party for inclusion commencement, public proposal, public disclosure or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4. Parent and communication to the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules 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 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/Prospectus or the Form S-4Company Takeover Proposal.

Additional Agreements. Section 6.1 Preparation of the Amendment to Joint Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4.The Borrower further agrees that: (a) On July 2or before September 12, 20212016, Parent filed with the SEC a registration statement on Form S-4 under the Securities Act (including a preliminary joint proxy statement/prospectus, as amended or supplemented from time to time prior it shall prepare and deliver to the date hereofAdministrative Agent and the Lenders a reasonably detailed term sheet (the “Term Sheet”). The Term Sheet shall (i) describe in reasonable detail and include copies of any funding commitments and related proof of funds from one or more investors, sponsors, or other purchasers of debt or equity of the Borrower, including Azure Holdings GP, LLC (collectively, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4Investors”), 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 describe in reasonable detail any other capital raising activities 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 plans relating to the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meetingequity or debt financing, and (ii) Parent shall preparesummarize in reasonable detail the outstanding due diligence items that have been requested or planned by each of the Investors, together with the Company, (iii) confirm and file with the SEC a post-effective amendment provide reasonable evidence to the Original Form S-4 (Administrative Agent that the Borrower’s conflicts committee, board of directors, management and all Investors have confirmed to the Borrower that such amendment, Persons are authorized and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”). Each of Parent and the Company shall use its reasonable best efforts to 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 able to consummate the Merger transactions described in the Term Sheet not later October 31, 2016 and the other transactions (iv) describe in reasonable detail any contemplated hereby. Parent shall furnish contribution by Azure Holdings GP, LLC to the Company all Borrower and each sale, merger, business combination or other transaction, including asset descriptions, projections and financial 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/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4contemplated transactions. (b) None On or before September 12, 2016, it shall deliver to the Administrative Agent and the Lenders a reasonably detailed business plan, supporting short-term and long-term financial projections and use of funds (the information supplied or to be supplied by the Company or Parent for inclusion or incorporation by reference into “Business Plan”), which shall include (i) the Form S-4 willa management retention plan, 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 Statement/Prospectus willa two-year capital plan, at the date including contingencies for various price environments, (iii) a tax analysis of distribution to stockholders of the Company, at the time of the Company Stockholders Meeting to be held each restructuring alternative described 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 (iSection 5(a) and (ii)iv) a separation plan describing the actions required for a separation of, neither party shall be responsible or liable for any statements made or incorporated by reference therein based on information supplied by the among other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote 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 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 light of the circumstances under which they are made, not misleadingthings, the party that discovers such information shall promptly notify personnel and operations of Azure Holdings GP, LLC and its subsidiaries from the other party Borrower 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 Parentits Subsidiaries. (c) Each Notwithstanding the existence of the Company Waiver Period or anything contained herein or in the Credit Agreement or the Loan Documents to the contrary, the Loans and Parent other Secured Obligations outstanding shall cause bear interest at the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form applicable rate per annum set forth in all material respects with the requirements Section 5.1(b) 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 Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunderCredit Agreement. (d) Each party will advise Notwithstanding anything contained herein or in the other party promptly after it receives notice thereofCredit Agreement or the Loan Documents to the contrary, the Borrower shall not designate or permit to exist any Unrestricted Subsidiary. (e) In consideration of the time when agreements of the Form S-4 becomes effectiveLenders set forth in this Agreement, the issuance Borrower shall pay to the Administrative Agent, for the account of each Lender which executes and delivers to the Administrative Agent a counterpart hereof (including by way of facsimile (or other electronic) transmission) by 5:00 p.m. (New York time) on August 12, 2016, a waiver fee in an amount equal to 0.10% of such Lender’s Revolving Credit Commitment. Each such waiver fee as to such Lender (i) is payable in U.S. dollars in immediately available funds, free and clear of, and without deduction for, any stop orderand all present or future applicable taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto (with appropriate gross-up for withholding taxes), (ii) is not refundable under any circumstances, (iii) will not be subject to counterclaim, defense, setoff or otherwise affected, and (iv) is deemed fully earned by such Lender once its signature page is delivered as provided herein and 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 Joint Proxy Statement/Prospectus or the Form S-4Amendment No. 5 Effective Date has occurred.

Additional Agreements. Section 6.1 Preparation of the Amendment to Joint Proxy Statement7.1 PREPARATION OF THE FORM S-4 AND THE JOINT PROXY STATEMENT/Prospectus and Post-Effective Amendment to Form S-4PROSPECTUS; STOCKHOLDERS MEETINGS. (a) On July 2, 2021As promptly as practicable following the date hereof, Parent filed and the Company shall jointly prepare and file with the SEC a registration statement on Form S-4 under mutually acceptable preliminary proxy materials and any amendments or supplements thereof which shall constitute the Securities Act joint proxy statement/prospectus relating to the matters to be submitted to the holders of the Company's Common Stock at the Company's Stockholders Meeting and the holders of the Parent Common Stock at the Parent's Stockholders Meeting (including a preliminary joint such proxy statement/prospectus, as amended and any amendments or supplemented from time to time prior to supplements thereto (the date hereof"JOINT PROXY STATEMENT/PROSPECTUS"), and Parent shall prepare and file with the “Original Joint Proxy Statement/Prospectus”) SEC the Registration Statement on Form S-4 with respect to (i) the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, "FORM S-4") in which 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 will be included as a prospectus and (as amended or supplemented from time ii) the amendments to time, its Certificate of Incorporation referred to in SECTION 3.1(A). The Form S-4 and the “Amended Joint Proxy Statement/Prospectus” and, together Prospectus shall comply in all material respects with the Original Joint Proxy Statement/Prospectus, the “Joint Proxy Statement/Prospectus”) (x) to be mailed to the stockholders applicable provisions of the Company relating to Securities Act and the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”)Exchange Act. Each of Parent and the Company shall use its all reasonable best efforts to have the Amended Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by under the SEC, Securities Act as promptly as practicable after filing it with the SEC and to keep the Amended Form S-4 effective as long as is necessary to consummate the Merger Merger. The parties shall promptly provide copies to each other, consult with each other and jointly prepare written responses with respect to any written comments received from the SEC with respect to the Form S-4 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 advise the other party of any oral comments received from the SEC. The parties shall cooperate and provide the other with a reasonable opportunity to review and comment thereon on any amendment or supplement to the Joint Proxy Statement/Prospectus and giving due consideration Form S-4 prior to inclusion in filing such with the Amended SEC and will provide each other 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 of reference) to the Joint Proxy Statement/Prospectus or Amended Form S-4S-4 shall be made without the approval of both parties, as applicable, which approval shall not be unreasonably withheld or any such response, comments reasonably proposed by either partydelayed. 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/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (b) None Parent agrees that none of the information supplied or to be supplied by the Company or Parent for inclusion or incorporation by reference into (i) in the Form S-4 willJoint Proxy Statement/Prospectus and each amendment or supplement thereto, at the time the Form S-4 is filed with the SEC or of mailing thereof and at the time it becomes effective under of the Securities ActCompany Stockholders Meeting or the Parent Stockholders Meeting, will contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) . The Company agrees that none of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus willand each amendment or supplement thereto, at the date time of distribution to stockholders of the Company, mailing thereof and 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 or the Parent Stockholders Meeting to be held in connection with the IssuanceMeeting, will contain any an untrue statement of a material fact or omit to state any a 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. For purposes of the foregoing, thatit is understood and agreed that information concerning or related to Parent, in each case its Subsidiaries and the Parent Stockholders Meeting will be deemed to have been supplied by Parent and information concerning or related to the Company, its Subsidiaries and the Company Stockholders Meeting shall be deemed to have been supplied by the Company. (b) The Company shall, as promptly as practicable following the execution of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the "COMPANY STOCKHOLDERS MEETING") for the purpose of obtaining the required Company Stockholder Approval. The Company shall use its reasonable efforts to obtain the Company Stockholder Approval and the Board of Directors of the Company shall recommend adoption of this Agreement by the stockholders of the Company. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first two sentences of this SECTION 7.1(B) shall not be affected by (i) and (ii)the commencement, neither party shall be responsible public proposal, public disclosure or liable for any statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote any information relating communication to the Company or Parent, any other person of any Company Acquisition Proposal or any Company Superior Proposal or (ii) the withdrawal or modification by the Board of their respective Affiliates, directors or officers, should be discovered by Directors of the Company or Parent which should be set forth in an amendment any committee thereof of such Board's or supplement to the Joint Proxy Statement/Prospectus committee's approval 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 light recommendation of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment Merger 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 Parentthis Agreement. (c) Each Parent shall, as promptly as practicable following the execution of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the "PARENT STOCKHOLDERS MEETING") for the purpose of obtaining the required Parent Stockholder Approval. Parent shall use its reasonable efforts to obtain the Parent Stockholder Approval and the Board of Directors of Parent shall recommend approval by the stockholders of Parent of matters constituting the Parent Stockholder Approval. Without limiting the generality of the Company foregoing, Parent agrees that its obligations pursuant to the first two sentences of this SECTION 7.1(C) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to Parent or any other person of any Parent Acquisition Proposal or Parent Superior Proposal or (ii) the withdrawal or modification by the Board of Directors of Parent or any committee thereof of such Board's or committee's approval or recommendation of the Merger or this Agreement. (d) Merger Sub shall, immediately following execution of this Agreement, submit this Agreement to Parent, as the sole stockholder of Merger Sub, for adoption and Parent approval. Upon such submission, Parent, as sole stockholder of Merger Sub, shall cause adopt this Agreement and approve the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form transactions contemplated by this Agreement by unanimous written consent in all material respects lieu of a meeting in accordance with the requirements of the Exchange Act and Securities Act, as the case may be, DGCL and the rules Certificate of Incorporation and regulations Bylaws 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 Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunderSub. (de) 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 Company Stockholders Meeting and the Parent Common Stock issuable in connection with Stockholders Meeting shall take place on the Merger for offering or sale in any jurisdiction, or any request by same date to the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4extent practicable.

Additional Agreements. Section 6.1 Preparation of the Amendment to SECTION 7.1 - Joint Proxy Statement and the Registration ------------------------------------------ Statement/Prospectus and Post-Effective Amendment to Form S-4. (a) 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 amended or supplemented from time to time prior to the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of --------- this Agreement, (i) the Company and Parent Parties 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 Original Form S-4 (such amendmentSEC, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”). Each of Parent and the Company shall use its all reasonable best efforts to have the Amended Form S-4 declared effective cleared 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 promptly thereafter shall furnish mail to the Company all information relating holders of record of shares of Telco Common Stock and EXCEL Common Stock, the Joint Proxy Statement, provided, however, that EXCEL and Telco shall -------- ------- not mail or otherwise furnish the Joint Proxy Statement to Parent as may be their respective stockholders unless and until: (i) they have received notice from the SEC that the Registration Statement is effective under the 1933 Act; (ii) Telco shall have received a letter from DLJ, dated within two business days of the date of the first mailing of the Joint Proxy Statement, to the effect set forth in Section 4.15 hereof; (iii) EXCEL shall have received a letter from ▇▇▇▇▇▇ Brothers, dated within two business days of the date of the first mailing of the Joint Proxy Statement, to the effect set forth in Section 5.11 hereof; (iv) Telco shall have received a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, dated a date within two business days prior to the date of the first mailing of the Joint Proxy Statement, and addressed to Telco, in form and substance reasonably requested satisfactory to Telco and customary in scope and substance for "cold comfort" letters delivered by the Company independent public accountants in connection with any such action registration statements on Form S-4 with respect to the financial statements of EXCEL included in the Joint Proxy Statement and the preparationRegistration Statement; and (v) EXCEL shall have received a letter of Deloitte & Touche, filing and dated a date within two business days prior to the date of the first mailing of the Amended Joint Proxy Statement/Prospectus , and the Company shall furnish addressed to Parent all information relating EXCEL, in form and substance reasonably satisfactory to the Company as may be reasonably requested EXCEL and customary in scope and substance for "cold comfort" letters delivered by Parent independent public accountants in connection with any such action registration statements on Form S-4 with respect to the financial statements of Telco included in the Joint Proxy Statement and the preparation and filing of the Amended Joint Proxy Registration 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 . (b) The Parties will use its reasonable their respective best efforts to cause the Amended Joint Proxy Statement/Prospectus letters referred to be distributed to the stockholders of the Company and the shareholders of Parent in clauses (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/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (b) 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, 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 Statement/Prospectus will, at the date of distribution to stockholders of the Company, 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 (iiv) and (ii), neither party shall v) above to be responsible or liable for any statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote 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 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 light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party delivered 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) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall 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 will cooperate in the Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules 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 Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment preparation of the Joint Proxy Statement/Prospectus or Statement and the Form S-4Registration Statement and in having the Registration Statement declared effective as soon as practicable.

Additional Agreements. Section 6.1 Preparation (a) Unless the Company or the Board has breached any material provision of this, which breach has not been cured within five (5) business days following the receipt of written notice from the Icahn Group specifying any such breach, solely in connection with the 2022 Annual Meeting, each member of the Amendment Icahn Group shall (1) cause, in the case of all Voting Securities owned of record, and (2) instruct and cause the record owner, in the case of all Voting Securities beneficially owned but not owned of record, directly or indirectly, by it, or by any Icahn Affiliate, in each case as of the record date for the 2022 Annual Meeting or as to Joint Proxy Statement/Prospectus which the member of the Icahn Group otherwise has the power to vote or direct the vote, in each case that are entitled to vote at the 2022 Annual Meeting, to be present for quorum purposes and Post-Effective Amendment to Form S-4be voted, at the 2022 Annual Meeting or at any adjournment or postponement thereof, (A) for each director nominated by the Board for election at the 2022 Annual Meeting, (B) against any nominees that are not nominated by the Board for election at the 2022 Annual Meeting, (C) against any stockholder proposal to increase the size of the Board, and (D) in favor of the ratification of the Company’s auditors. Except as provided in the foregoing sentence or otherwise in this Agreement, the Icahn Group shall not be restricted from voting “For”, “Against” or “Abstaining” from any other proposals at the 2022 Annual Meeting. (ab) On July 2Unless the Icahn Group has elected to terminate the obligations of the Icahn Group and the Company under this Section 2(b) as a result of the breach by the Company or the Board of any material provision of this Agreement and failed to cure such breach within five (5) business days following the receipt of written notice from the Icahn Group specifying any such breach, 2021, Parent filed with if the SEC Company (or any of its subsidiaries) has entered into a registration statement on Form S-4 under the Securities Act definitive agreement providing for a Transaction Event (including a preliminary joint proxy statement/prospectus, as amended which Transaction Event has not been consummated or supplemented from time to time terminated) at least thirty (30) days prior to the date hereof, expiration of the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock advance notice deadline set forth in the Merger Company’s Bylaws for the 2023 Annual Meeting, then (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, (iI) the Company and Parent shall jointly prepare and cause will nominate the Icahn Designees for election as directors at the 2023 Annual Meeting (whether or not such Icahn Designees consent to be filed with being named in 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 proxy statement relating to the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meetingsuch annual meeting), and (ii) Parent shall prepare, together with the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”). Each of Parent and the Company shall use its reasonable best efforts to 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 election 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 Icahn Designees so nominated by the Company or Parent, as applicable, and no response to any comments (including by (x) recommending that the Company’s stockholders vote in favor of the SEC or its staff with respect thereto shall be submitted by election of the Icahn Designees, (y) including the Icahn Designees in the Company’s proxy statement and proxy card for such annual meeting (assuming they consent thereto) and (z) otherwise supporting the Icahn Designees for election in a manner no less rigorous and favorable than the manner in which the Company or Parent, as applicable, without providing the supports its other party a reasonable opportunity to review and comment thereon and giving due consideration to inclusion nominees 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/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (b) 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, 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 misleadingaggregate), and (iiII) each member of the Joint Proxy Statement/Prospectus Icahn Group will, at the date of distribution to stockholders of the Company, at the time of the Company Stockholders Meeting to be held in connection with the Merger2023 Annual Meeting, 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(1) cause, in light the case of all Voting Securities owned of record, and (2) instruct and cause the circumstances under which they were made, not misleading; providing, thatrecord owner, in each the case of (i) and (ii), neither party shall be responsible or liable for any statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote any information relating to the Company or Parent, or any all shares 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 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 light of the circumstances 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) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall 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 Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules 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 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/Prospectus or the Form S-4.Voting Securities

Additional Agreements. Section 6.1 7.1 Preparation of and Filing of the Amendment to Joint Form F-4, the Proxy Statement/Prospectus Statement and Post-Effective Amendment to Form S-4the Schedule 13E-3. (a) On July 2As promptly as practicable following the date of this Agreement, 2021, Parent (i) Huya and DouYu shall jointly prepare (with the reasonable cooperation of Tencent) the proxy statement/prospectus to be filed with the SEC a in connection with approval of the Merger by the DouYu Shareholders (the “Proxy Statement) and the registration statement on Form S-4 under F-4 to be filed with the Securities Act SEC by Huya in connection with the issuance of the Huya Class A Shares constituting the Merger Consideration (including a preliminary joint proxy statement/prospectus, the “Share Issuance”) (as amended or supplemented from time to time prior to the date hereofand including any document incorporated by reference therein, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4F-4”), in which was declared effective by the SEC on July 23, 2021. As promptly Proxy Statement will be included 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 Meetinga prospectus, and (ii) Parent DouYu, Huya and Tencent shall prepare, together with the Company, jointly prepare and file with the SEC a post-effective amendment the Rule 13e-3 transaction statement on Schedule 13E-3 relating to the Original Form S-4 Required DouYu Vote and the transactions contemplated hereby (such amendment, and any amendments as amended or supplements theretosupplemented, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4Schedule 13E-3”). Each of Parent DouYu and the Company Huya shall use its reasonable best efforts to have the Amended Form S-4 F-4 declared effective by the SEC under the Securities Act as promptly as practicable after such filing (including by responding to any comments of the SEC, ) and to keep the Amended Form S-4 F-4 effective as for so long as is necessary to consummate the Merger and the other transactions contemplated herebyby this Agreement or, if earlier, until the termination of this Agreement in accordance with Article IX. 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 DouYu shall use its reasonable best efforts to cause the Amended Joint Proxy Statement/Prospectus Statement to be distributed mailed to the stockholders DouYu Shareholders as promptly as practicable after the Form F-4 is declared effective by the SEC under the Securities Act (such date when the Proxy Statement is mailed to the DouYu Shareholders, the “Proxy Mailing Date”). Each of the Company Parties and Tencent shall cooperate and consult with each other in connection with the preparation and filing of the Form F-4, the Proxy Statement and the shareholders of Parent (Schedule 13E-3, as applicable), including promptly furnishing to each other in writing upon request any and all information relating to a Party, Tencent or their respective Affiliates as may be required to be set forth therein, as applicable, under applicable Law. No filing of, or amendment or supplement to to, the Amended Joint Form F-4, the Proxy Statement/Prospectus Statement or the Amended Form S-4, as applicable, shall Schedule 13E-3 will be made by the Company any of DouYu, Huya 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 ParentTencent, as applicable, without providing the other party others 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/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4thereon. (b) None Each of the Parties and Tencent agrees that none of the information supplied or to be supplied in writing by the Company or Parent on behalf of such Party, Tencent or their respective Subsidiaries specifically for inclusion or incorporation by reference into in (i) the Form S-4 willF-4, at the time the Form S-4 it (and any amendment or supplement to it) is filed with the SEC by Huya or at the time it becomes effective under the Securities Act, (ii) the Proxy Statement, on the date it is first mailed to the DouYu Shareholders and at the time of the DouYu Shareholders Meeting, or (iii) the Schedule 13E-3 at the time it (and any amendment or supplement to it) is filed with the SEC, shall contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were are made, not misleading, and (ii) the Joint Proxy Statement/Prospectus will, at the date of distribution to stockholders . Each of the Company, at Parties and Tencent further agrees that all documents that it is responsible for filing with the time of the Company Stockholders Meeting to be held SEC in connection with the Merger, at Merger will comply as to form and substance in all material respects with the date of distribution to shareholders of Parent and at the time applicable requirements of the Parent Stockholders Meeting to be held in connection with Securities Act and the IssuanceExchange Act, 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 other party for inclusion or incorporation by reference thereinas applicable. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote Effective Time any information relating to the Company or ParentDouYu, Huya, Tencent, or any of their respective Affiliates, directors or officers, should be is discovered by the Company DouYu, Huya or Parent which Tencent that should be set forth in an amendment or supplement to to, the Joint Form F-4, the Proxy Statement/Prospectus Statement or Form S-4, as applicablethe Schedule 13E-3, 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 circumstances under which they are were made, not misleading, the party that discovers such information shall promptly notify the other party others and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Lawapplicable Laws, distributed disseminated to the stockholders DouYu Shareholders. DouYu, Huya and Tencent, as applicable, shall notify each other promptly of the Company receipt of any comments, written or oral, 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 shareholders Form F-4, the Proxy Statement or the Schedule 13E-3 or for additional information and each of ParentDouYu, Huya and Tencent shall supply each other with copies of (i) all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Form F-4, the Proxy Statement, the Schedule 13E-3, as applicable, or the transactions contemplated by this Agreement and (ii) all orders of the SEC relating to the Form F-4 or the Schedule 13E-3, as applicable. (c) Each of the Company and Parent Huya shall use its reasonable best efforts to cause the Joint Proxy Statement/Prospectus and the Form S-4 any Huya ADSs 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 Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules 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 Common Stock issuable issued in connection with the Merger to be approved for offering or sale in any jurisdictionlisting on the New York Stock Exchange, or any request by the SEC for amendment subject to official notice of the Joint Proxy Statement/Prospectus or the Form S-4issuance.

Additional Agreements. Section 6.1 4.1 Preparation of Proxy Statement and Schedule 13E-3; the Amendment to Joint Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4Company Shareholders Meeting. (a) 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 soon as amended or supplemented from time to time prior to practicable following the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) the Company and Parent 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 Original Form S-4 (such amendment, Proxy Statement and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”)Schedule 13E-3. Each of Parent and the Company shall use its reasonable best efforts to 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 commercially reasonable best efforts to cause the Amended Joint Proxy Statement/Prospectus Statement to be distributed mailed to the stockholders of the Company and the Company's 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, promptly 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/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4practicable. (b) None of the information supplied or Subject to be supplied by Section 4.4, the Company or Parent 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 Shareholders Meeting") for inclusion or incorporation by reference into the purpose of obtaining shareholder approval. In connection with such meeting, the Company shall (i) the Form S-4 will, at the time the Form S-4 is filed promptly prepare and file with the SEC, use its commercially reasonable efforts to have cleared by the SEC or at and thereafter mail to its shareholders as promptly as practicable the time it becomes effective under Proxy Statement and all other proxy materials for such meeting, which Proxy Statement shall include the Securities Actopinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ Partners LLC, contain any untrue statement of material fact or omit as to state any material fact required to be stated therein or necessary to make the statements therein, in light fairness of the circumstances under which they were made, not misleading, and (ii) the Joint Proxy Statement/Prospectus will, at the date of distribution to stockholders of the Company, 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 other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote 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 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 light of the circumstances 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 Merger Consideration to the shareholders of Parentthe 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 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) Each Except as required by Section 6.2(c), Parent shall vote or cause to be voted all the shares of Company Common Stock owned of record by Parent or any of its Subsidiaries in favor of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall be made transactions contemplated 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 Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunderthis Agreement. (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 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/Prospectus or the Form S-4.

Additional Agreements. Section 6.1 Preparation of the Amendment to Joint Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4. (a) On July 2Both CEC and Farmee will promptly sign or cause its respective duly authorized representatives to sign and thereby bind the individual Parties in the event any other contracts, 2021filings, Parent filed with declarations or agreements that are required or may become required to give full force and effect to and facilitate actions relating to and including without limitation the SEC a registration statement on Form S-4 under the Securities Act (including a preliminary joint proxy statement/prospectus, as amended or supplemented from time to time prior to the date hereofFarm Out, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statementVenture, 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 Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”). Each of Parent PSC activities and the Company shall use its reasonable best efforts to 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/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC payable for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4same. (b) 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, at the Until such time the Form S-4 is filed with the SEC or at the time it becomes effective as Farmee has fully discharged its obligations under the Securities ActNotes, contain Farmee covenants and agrees to immediately apply upon receipt and make partial prepayment thereby against the Notes twenty-five (25%) of any untrue statement and all cash proceeds received directly by Farmee as a result of material fact any and all farm outs or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light sales of the circumstances under which they were made, not misleading, and (ii) the Joint Proxy Statement/Prospectus will, at the date of distribution to stockholders of the Company, 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 Working Interests made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote 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 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 light of the circumstances 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 ParentFarmee. (c) Each Until such time as CEC has fully discharged its obligations to the Original Vendors pursuant to the Bengara-II and Yapen Share Purchase Agreements, CEC covenants and agrees to immediately apply upon receipt and make partial prepayment thereby against such obligations twenty-five (25%) of the Company any and Parent shall cause the Joint Proxy Statement/Prospectus all cash proceeds received directly by CEC as a result of any and the Form S-4 to comply as to form in all material respects with the requirements farm outs or sales 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 Working Interests 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 Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunderCEC. (d) Each party CEC covenant that, not later than January 21, 2000, or such later date as Farmee may agree, it will advise the other party promptly after it receives notice thereof, obtain a written agreement from each of the time when the Form S-4 becomes effectiveOriginal Vendors, the issuance in a form satisfactory to Farmee, whereby they release CEC and its successors and assigns from: (i) all obligations under Article VII of any stop order, the suspension each of the qualification Bengara II and Yapen Share Purchase Agreements (the "Release"); (ii) all restrictions on encumbering, pledging or hypothecating the shares of Apex Bengara as per Paragraph 4 of the Parent Common Stock issuable promissory notes dated September 30, 1998, made by CEC in connection with favor of Apex vendors (the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment "Waiver"). The delivery of the Joint Proxy Statement/Prospectus or Release and the Form S-4Waiver shall be conditions precedent to delivery of installment payments 2 and 3 by Farmee.

Additional Agreements. Section 6.1 Preparation of the Amendment to Joint Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4. (a) Except during a Blocking Period, the Company will, for the sole benefit of JPMS and Chase (each a "Market Maker" and together the "Market ------ Makers"), for so long as (i) any of the Securities are outstanding and (ii) ------ the Market Makers or any of their Affiliates (as defined in the rules and regulations of the SEC under the Securities Act) would be, in the opinion of counsel for either of the Market Makers, required to deliver a Prospectus in connection with their market making activities as they relate to the Securities, the Exchange Securities or the Private Exchange Securities: (i) (A) On July 2, 2021, Parent the date that the Exchange Offer Registration Statement is filed with the SEC Commission, file a registration statement on Form S-4 under Registration Statement (which may be the Exchange Offer Registration Statement or the Shelf Registration Statement if permitted by the rules and regulations of the Commission) covering sales of the Securities, Exchange Securities Act (including a preliminary joint proxy statement/prospectusor Private Exchange Securities by the Market Makers, as amended or supplemented from time use its best efforts to time prior cause such Registration Statement to the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was be declared effective by the SEC Commission on July 23, 2021. As promptly as reasonably practicable after or prior to the execution consummation of the Exchange Offer and delivery of this Agreement, (i) periodically amend such Registration Statement so that the Company and Parent shall jointly prepare and cause to be filed information contained in the Registration Statement complies with the SEC an amendment requirements of Section 10(a) under the Securities Act; (B) if requested by either Market Maker, within 45 days following the end of the Company's most recent fiscal quarter, file a supplement to the Original Joint Proxy Statement/Prospectus (as amended or supplemented from time to time, which sets forth 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 financial re- sults of the Company relating for the previous quarter; (C) amend the Registration Statement or supplement the Prospectus when necessary to reflect any material changes in the Company Stockholders Meeting information provided therein; and (yD) amend the Registration Statement when required to be mailed do so in order to comply with Section 10(a)(3) of the shareholders of Parent relating Securities Act; provided, -------- however, that (1) prior to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC a filing any post-effective amendment to the Original ------- Registration Statement or any supplement to the Prospectus, the Company will furnish to each Market Maker copies of all such documents proposed to be filed, which documents will be subject to the reasonable review of each Market Maker and its counsel, (2) the Company will not file any post-effective amendment to the Registration Statement or any supplement to the Prospectus to which each Market Maker and its counsel shall reasonably object and (3) the Company will provide each Market Maker and its counsel with the number of copies of each amendment or supplement filed as the Market Makers shall reasonably request. (ii) Promptly upon the Company satisfying the eligibility criteria for use of Form S-4 S-3 under the Securities Act, file a post- effective amendment to the Registration Statement to convert it from a Form S-1 to a Form S-3 registration statement. (iii) Notify each Market Maker, and (if requested by any such Market Maker) confirm such advice in writing, (A) when any Prospectus supplement or amendment or post-effective amendment to the Registration Statement has been filed, and, with respect to any post- effective amendment, and when the same has become effective; (B) of any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”). Each of Parent and the Company shall use its reasonable best efforts to have the Amended Form S-4 declared effective request by the SEC, and to keep the Amended Form S-4 SEC for any post-effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. Parent shall furnish amendment to the Company all information relating Registration Statement, any supplement or amendment to Parent as may be reasonably requested the Prospectus or for additional information; (C) the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (D) of the receipt by the Company in connection of any notification with any such action and respect to the preparation, filing and mailing suspension of the Amended Joint Proxy qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceedings for such purpose; (E) of the happening of any event which makes any statement made in the Registration Statement/, the Prospectus or any amendment or supplement thereto untrue or which requires the making of any changes in the Registration Statement, the Prospectus or any amendment or supplement thereto, in order to make the statements therein not misleading; and (F) of any advice from a nationally recognized statistical rating organization that such organization has placed the Company shall furnish under surveillance or review with negative implications or has determined to Parent all information relating to downgrade the Company as may be reasonably requested by Parent in connection with any such action and the preparation and filing rating of the Amended Joint Proxy Statement/Prospectus and Securities or the Amended Form S-4. Subject to applicable Law, as promptly as reasonably practicable after the SEC Exchange Securities 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 any other debt obligation of the Company and Parent whether or not such downgrade shall use its reasonable best efforts have been publicly announced. (iv) Furnish to cause the Amended Joint Proxy Statement/Prospectus to be distributed each Market Maker, without charge, (i) at least one conformed copy of any post-effective amendment to the stockholders Registration Statement; and (ii) as many copies of the Company and the shareholders of Parent (as applicable). No filing of, or any amendment or supplement to the Amended Joint Proxy Statement/Prospectus as the Market Makers may request. (v) Consent to the use of the Prospectus or any amendment or supplement thereto by the Amended Form S-4, Market Makers in connection with the offering and sale of the Securities. (vi) For so long as applicable, the Securities shall be made outstanding, furnish to the Market Makers (A) as soon as practicable after the end of each fiscal year, the number of copies reasonably requested by the Market Makers of the Company's annual report to stockholders for such year, (B) as soon as available, the number of copies reasonably requested by the Market Makers of each report (including, without limitation, Reports on Forms 10-K, 10-Q and 8-K) or definitive proxy statements of the Company filed under the Exchange Act or mailed to stockholders and (C) all public reports and all reports and financial statements furnished by the Company to the Nasdaq National Market System or Parent, as applicable, and no response any U.S. national securities exchange or quotation service upon which the Notes may be listed pursuant to requirements of or agreements with such exchange or quotation service or to the SEC pursuant to the Exchange Act or any comments rule or regulation of the SEC or its staff with respect thereto shall be submitted by thereunder. (vii) In 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 event of the receipt issuance of any comments from stop order suspending the staff effectiveness of the SEC with respect Registration Statement or of any order suspending the qualification of the Securities or the Exchange Securities for sale in any jurisdiction, to use promptly its best efforts to obtain its withdrawal. (b) The Company represents that any post-effective amendments to the Amended Joint Proxy Registration Statement/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus and any documents filed under the Exchange Act will, when they become effective or Amended Form S-4are filed with the SEC, as applicablethe case may be, or for additional information. The Company or Parent, as applicable, shall respond promptly conform in all respects to any comments or requests from the staff requirements of the Securities Act and the rules and regulations of the SEC thereunder and shall supply the other party with copies of all correspondence between such party or any of its Representativeswill not, on the one hand, and the staff as of the SEC, on effective date of such post- effective amendments and as of the other hand, with respect filing date of amendments or supplements to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (b) 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, at the time the Form S-4 is filed with the SEC or at the time it becomes effective filings under the Securities Act, Exchange Act contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to -------- information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company by the Market Makers specifically for inclusion therein, which information the parties hereto agree will be limited to the statements concerning the market-making activities of the Market Makers to be set forth on the cover page and in the "Plan of Distribution" section of the Prospectus. (c) Each time that the Registration Statement or Prospectus shall be amended or the Prospectus shall be supplemented, the Company shall, concurrently with such amendment or supplement, if reasonably requested by either of the Market Makers, furnish the Market Makers and their counsel with a certificate of its Chairman of the Board or its President and its chief financial officer to the effect that: (i) The Registration Statement has been declared effective and such amendment has become effective under the Securities Act as of the date and time specified in such certificate; such amendment to the Prospectus (or such supplement to the Prospectus, as the case may be) was filed with the SEC pursuant to the subparagraph of Rule 424(b) under the Securities Act specified in such certificate on the date specified therein; and, to the knowledge of such officers, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose is pending or threatened by the SEC; and (ii) Such officers have carefully examined the Registration Statement and the Prospectus and such amendment or supplement thereto and, in their opinion, as of the date of such amendment or supplement, the Registration Statement and the Prospectus, as amended or supplemented, as the case may be, did not include any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (d) Each time that the Registration Statement or Prospectus shall be amended or the Prospectus shall be supplemented, the Company shall, concurrently with such amendment or supplement, if reasonably requested by either of the Market Makers, furnish the Market Makers and their counsel with the written opinion of counsel for the Company satisfactory to the Market Maker to the effect that: (i) The Registration Statement has been declared effective and such amendment has become effective under the Securities Act as of the date and time specified in such certificate, such amendment to the Prospectus (or such supplement to the Prospectus, as the case may be) was filed with the SEC pursuant to the subparagraph Rule 424(b) under the Securities Act specified in such opinion on the date specified therein; and, to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose is pending or threatened by the SEC; and (ii) Counsel for the Company has reviewed such amendment or supplement and participated with officers of the Company and independent public accountants for the Company in the preparation of such amendment or supplement and has no reason to believe that the Registration Statement (or any post-effective amendment thereto), at the time of its effective date, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (e) Each time that the Registration Statement or Prospectus shall be amended or the Prospectus shall be supplemented to include audited annual financial information, the Company shall, concurrently with such amendment or supplement, if reasonably requested by either of the Market Makers, furnish the Market Makers and their counsel with a letter of KPMG Peat Marwick LLP (or other independent public accountants for the Company of nationally recognized standing), in form satisfactory to the Market Makers, addressed to the Market Makers and dated the date of delivery of such letter, (i) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the SEC and (ii) a letter substantially in the Joint Proxy Statement/Prospectus will, at the date of distribution to stockholders form of the Company, at letter delivered to the time Initial Purchasers pursuant to Section 6(g) of the Purchase Agreement with such changes as may be necessary to reflect the amended or supplemental financial information. (f) The Company Stockholders Meeting hereby agrees to be held indemnify each Market Maker, and if applicable, contribute to each such Market Maker, in connection accordance with the Merger, at the date terms of distribution to shareholders of Parent and at the time of the Parent Stockholders Meeting to be held in connection Section 7 hereof. (g) The Company will comply with the Issuance, contain any untrue statement provisions of material fact or omit to state any material fact required to be stated therein or necessary in order to make this Section 11 at its own expense and will reimburse the statements therein, in light Market Makers for their expenses associated with this Section 11 (including fees of the circumstances under which they were made, not misleadingcounsel); providing, that, in each case of (i) and (ii), neither party shall be responsible or liable for any statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote any information relating to provided that -------- the Company or Parentshall not be obligated to reimburse the Market Makers for their expenses associated with this Section 11 (excluding, or for these purposes, 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 reimbursement obligation pursuant to 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 light of the circumstances 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 andSection 7 hereof), to the extent required by Law, distributed to the stockholders of the Company and to the shareholders of Parentsuch expenses exceed $10,000 per annum. (ch) Each The agreements contained in this Section 11 and the representations, warranties and agreements contained in this Agreement shall survive all offers and sales of the Company and Parent shall cause the Joint Proxy Statement/Prospectus Securities and the Form S-4 to comply as to form Exchange Securities and shall remain in all material respects with the requirements full force and effect, regardless of the Exchange Act and Securities Act, as the case may be, and the rules and regulations any termination or cancellation of the SEC thereunder, except that no representation this Agreement or warranty shall be any investigation made by either party with respect or on behalf of any indemnified party. (i) For purposes of this Section 11, any reference to statements made the terms "amend", "amendment" or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings "supplement" with respect to the Merger Registration Statement or the Prospectus shall be deemed to refer to and include the filing under the Securities Act and Exchange Act and on or after the rules and regulations thereunderdate the Registration Statement is converted to Form S-3 of any document deemed to be incorporated therein by reference. (dj) Each party will advise The Company shall have no further obligations under this Section 11 to a Market Maker upon receipt of written notice (a "Market Maker Termination Notice") from such Market Makers indicating that such Market Maker has ceased to engage in the other party promptly after it receives notice thereof, business of making a market in securities of the time when type issued by the Form S-4 becomes effective, Company under the issuance of any stop order, the suspension Indenture ("Market Making") and each of the qualification of Market Makers shall be obligated to provide the Parent Common Stock issuable in connection Company with a Market Maker Termination Notice as soon as reasonably practicable following the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4date such Market Maker ceases Market Making.

Additional Agreements. Section 6.1 SECTION 5.1. Preparation of the Amendment to Form S-4 and the Joint Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4; Stockholders Meetings. (a) On July 2As soon as practicable following the date of this Agreement, 2021, Parent filed HFS and CUC shall prepare and file with the SEC the Joint Proxy Statement and CUC shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a registration statement on prospectus. Each of HFS and CUC shall use best efforts to have the Form S-4 declared effective under the Securities Act (including a preliminary joint proxy statement/prospectus, as amended or supplemented from time promptly as practicable after such filing. HFS will use all best efforts to time prior to cause the date hereof, the “Original Joint Proxy Statement/Prospectus”Statement to be mailed to HFS's stockholders, and CUC will use all best efforts to cause the Joint Proxy Statement to be mailed to CUC's stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. CUC 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 respect to the issuance of Parent CUC Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) the Company and Parent 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 approval of the Company relating to the Company Stockholders Meeting Certificate Amendment and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meeting, and (ii) Parent HFS shall prepare, together with the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”). Each of Parent furnish all informa- tion concerning HFS and the Company shall use its reasonable best efforts to 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 holders of HFS Common Stock 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)action. No filing of, or amendment or supplement to to, the Amended Form S-4 or the Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, shall Statement will 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, CUC without providing HFS the other party a reasonable opportunity to review and comment thereon and giving due consideration to inclusion thereon. CUC will advise HFS, 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 CUC Common Stock issuable in connection with the Amended Joint Proxy Statement/Prospectus Merger for offering or Amended Form S-4, as applicablesale in any jurisdiction, 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/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff 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 amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (b) 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, 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 Statement/Prospectus will, at the date of distribution to stockholders of the Company, 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 other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote Effective Time any information relating to the Company HFS or ParentCUC, or any of their respective Affiliatesaffiliates, directors officers or officersdirectors, should be discovered by the Company HFS or Parent CUC which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus or Form S-4, as applicable, so that any of such document 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 are were made, not misleading, the party that which discovers such information shall promptly notify the other party parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Lawlaw, distributed disseminated to the stockholders of HFS and CUC. (b) HFS shall, as promptly as practicable after the Company Form S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold a meeting of its stockholders (the "HFS Stockholders Meeting") in accordance with the DGCL for the purpose of obtaining the HFS 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, the New CUC Stock Plan and the other transactions contemplated hereby. Without limiting the generality of the foregoing but subject to its rights to terminate this Agreement pursuant to Section 4.2(b), HFS agrees that its obligations pursuant to the shareholders first sentence of Parentthis Section 5.1(b) shall not be affected by the commencement, public proposal, public disclosure or communication to HFS of any HFS Takeover Proposal. (c) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and CUC shall, as promptly as practicable after the Form S-4 to comply as to form in all material respects with is declared effective under the requirements of the Exchange Act and Securities Act, as duly call, give notice of, convene and hold a meeting of its stockholders (the case may be"CUC Stockholders Meeting") in accordance with the DGCL for the purpose of obtaining the CUC Stockholder Approval and, subject to its rights to terminate this Agreement pursuant to Section 4.3(b), shall, through its Board of Directors, recommend to its stockholders the approval and adoption of this Agreement, the Merger, the Certificate Amendment, the New CUC Stock Plan and the rules and regulations other transactions contemplated hereby. Without limiting the generality of the SEC thereunderforegoing but subject to its rights to terminate this Agreement pursuant to Section 4.3(b), except CUC agrees that no representation or warranty its obligations pursuant to the first sentence of this Section 5.1(c) shall not be made by either party with respect to statements made or incorporated by reference therein based on information supplied affected by the other party for inclusion commencement, public proposal, public disclosure or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make communication to CUC of any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunderCUC Takeover Proposal. (d) Each party CUC and HFS will advise use best efforts to hold the other party promptly HFS Stockholders Meeting and the CUC Stockholders Meeting on the same date and as soon as reasonably practicable after it receives notice thereof, of the time when the Form S-4 becomes effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4date hereof.

Additional Agreements. ‌ Section 6.1 6.1. Preparation of the Amendment to Joint Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4. (a) On July 2, 2021, Parent filed with the SEC a registration statement on Form S-4 under and the Securities Act (including a preliminary joint proxy statement/prospectus, as amended or supplemented from time to time prior to the date hereof, the “Original Joint Proxy Statement/Prospectus”; Stockholders Meetings.‌ (a) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly soon as reasonably practicable after following the execution and delivery date of this Agreement, (i) Amedisys and OPCH shall prepare the Company Form S-4 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, and OPCH shall file the “Form S-4, which shall include the Joint Proxy Statement/Prospectus”) (x) to be mailed to Prospectus as a prospectus, with the stockholders SEC. The parties shall consult each other in connection with setting a preliminary record date for each of the Company relating to the Company Amedisys Stockholders Meeting and (y) the OPCH Shareholders Meeting and shall commence broker searches pursuant to be mailed to Section 14a-13 of the shareholders of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”)Exchange Act in connection therewith. Each of Parent Amedisys and the Company OPCH shall use its reasonable best efforts to have the Amended Form S-4 declared effective by under the SECSecurities Act as promptly as practicable after such filing. Amedisys and OPCH shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to keep the Amended Form S-4 effective as long as is necessary to consummate or 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 received from the SEC. OPCH and Amedisys shall cooperate and provide the Company shall furnish other parties with a reasonable opportunity to Parent all information relating review and comment on any amendment or supplement to the Company as may be reasonably requested by Parent in connection with any such action and Form S-4 or the preparation and filing of the Amended Joint Proxy Statement/Prospectus and prior to filing such with 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)SEC. No filing of, or amendment or supplement to to, the Amended Form S-4 will be made by OPCH, and no filing of, or amendment or supplement to, the Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, shall will be made by the Company OPCH or ParentAmedisys, 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, in each case without providing the other party with a reasonable opportunity to review and comment (which comments shall be considered by the applicable party in good faith) thereon and giving due consideration if reasonably practicable; provided that with respect to inclusion documents filed by a party that are incorporated by reference in the Amended Form S-4 or the Joint Proxy Statement/Prospectus, this right of review and comment 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 or the transactions contemplated hereby; and provided, further, that this review and comment right shall not apply with respect to information relating to an Amedisys Recommendation Change or an OPCH Recommendation Change. Amedisys shall use reasonable best efforts to cause the Joint Proxy Statement to be mailed to Amedisys’s stockholders, and OPCH shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to OPCH’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Each party shall advise the other parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, of the time when any supplement or amendment to the Form S-4 has been filed, of the issuance of any stop order with respect to the Form S-4, or of any request by the SEC for amendment of the Form S-4 or the 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/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (b) 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, 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 Statement/Prospectus will, at the date of distribution to stockholders of the Company, 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 responses thereto 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 requests by the other party SEC for inclusion or incorporation by reference thereinadditional information relating thereto. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote Effective Time any information relating to the Company or ParentAmedisys, OPCH or any of their respective Affiliatesaffiliates, directors officers or officersdirectors, should be discovered by the Company Amedisys or Parent which OPCH that should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus or Form S-4, as applicable, 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 circumstances under which they are were 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 Applicable Law, distributed disseminated to the stockholders of Amedisys and OPCH. (b) Amedisys shall, as promptly as practicable after the Company Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the “Amedisys Stockholders Meeting”) in accordance with the DGCL and the rules of the NASDAQ for the purpose of obtaining the Amedisys Stockholder Approval and shall, subject to the shareholders provisions of ParentSection 5.2(b) and Section 5.2(d), through its Board of Directors, recommend to its stockholders the adoption of this Agreement. Amedisys may only postpone or adjourn the Amedisys Stockholders Meeting (i) to solicit additional proxies for the purpose of obtaining the Amedisys Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Amedisys has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Amedisys prior to the Amedisys Stockholders Meeting. (c) OPCH shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the “OPCH Stockholders Meeting”) in accordance with the DGCL and the rules of the NASDAQ for the purpose of obtaining the OPCH Stockholder Approvals and shall, subject to the provisions of Section 5.3(b) and Section 5.3(d), through its Board of Directors, recommend to its stockholders the approval of the OPCH Share Issuance and the adoption of the OPCH Charter Amendment. OPCH may only postpone or adjourn the OPCH Stockholders Meeting (i) to solicit additional proxies for the purpose of obtaining the OPCH Stockholder Approvals, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that OPCH has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of OPCH prior to the OPCH Stockholders Meeting. (d) Amedisys and OPCH shall use reasonable best efforts to hold the Amedisys Stockholders Meeting and the OPCH Stockholders Meeting on the same date and as soon as reasonably practicable after the date of this Agreement. (e) Subject to the terms and conditions of this Agreement, including Section 5.2 and Section 5.3, Amedisys and OPCH shall use reasonable best efforts to (i) solicit from Amedisys’s stockholders (in the case of Amedisys) and OPCH’s stockholders (in the case of OPCH) proxies in favor of the Amedisys Stockholder Approval and the OPCH Stockholder Approvals, respectively, and (ii) take all other action necessary or advisable to secure the Amedisys Stockholder Approval and the OPCH Stockholder Approvals, respectively. (f) The only matters to be voted upon at each of the Amedisys Stockholders Meeting and the OPCH Stockholders Meeting are (i) the Merger, in the case of the Amedisys Stockholders Meeting, and the OPCH Share Issuance and the OPCH Charter Amendment, in the case of the OPCH Stockholders Meeting, (ii) compensatory arrangements between Amedisys and its executive officers relating to the Merger (on a non-binding, advisory basis), in the case of the Amedisys Stockholders Meeting, and (iii) any adjournment or postponement of the Amedisys Stockholders Meeting or the OPCH Stockholders Meeting, as applicable, for a reasonable period to solicit additional proxies, if deemed necessary by Amedisys or OPCH, respectively, and (iv) any other matters that are (I) required by Applicable Law or the Bylaws of OPCH or Amedisys, as applicable, or (II) if so desired and mutually agreed on, of the type customarily brought before a meeting of stockholders in connection with approval of this Agreement and the transactions contemplated by this Agreement. (g) Without limiting the generality of the foregoing, (i) OPCH agrees that its obligations pursuant to this Section 6.1 to hold the OPCH Stockholders Meeting shall not be affected by the commencement, public proposal, public disclosure or communication to OPCH or any other person of any OPCH Alternative Transaction or the making of an OPCH Recommendation Change and (ii) Amedisys agrees that its obligations pursuant to this Section 6.1 to hold the Amedisys Stockholders Meeting shall not be affected by the commencement, public proposal, public disclosure or communication to Amedisys or any other person of any Amedisys Alternative Transaction or the making of an Amedisys Recommendation Change. (h) Each of Amedisys and OPCH agrees that none of the Company information supplied or to be supplied by such party (or its subsidiaries) for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, and Parent shall cause at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, or (ii) the Joint Proxy Statement/Prospectus will, at the date it is first mailed to OPCH's or Amedisys's stockholders or at the time of the OPCH Stockholders Meeting or the Amedisys Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Each of Amedisys and OPCH will cause the Form S-4 and the Joint Proxy Statement/Prospectus to comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and Securities Act, as the case may be, and the rules and regulations of thereunder. Notwithstanding the SEC thereunderforegoing, except that no representation or warranty shall be covenant is made by either party Amedisys or OPCH with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the other party (or its subsidiaries) for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules 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 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/Prospectus or the Form S-4Prospectus.

Additional Agreements. Section 6.1 Preparation of the Amendment to Joint Proxy Statement/Prospectus and Post-Effective Amendment to Form S-45.1. PREPARATION OF SCHEDULE 13E-3 AND PROXY STATEMENT; THE COMPANY STOCKHOLDERS MEETING. (a) On July 2Acquiror will, 2021as promptly as practicable, Parent filed prepare and file with the SEC a registration statement on Form S-4 under the Securities Act (including a preliminary joint proxy statement/prospectusSEC, as amended or supplemented from time and will cause its Affiliates to time prior cooperate, to the date hereofextent necessary, in such preparation and filing, a Rule 13e-3 Transaction Statement on Schedule 13E-3 (the “Original Joint Proxy Statement/Prospectus”) with respect "Schedule 13E-3"). Acquiror will use all reasonable efforts, and will cause its Affiliates to cooperate, to the issuance of Parent Common Stock in extent necessary, to cause the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) the Company and Parent 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) Schedule 13E-3 to be mailed to the stockholders of the Company relating to at the earliest practicable date. (b) The Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meetingwill, and (ii) Parent shall prepareas promptly as practicable, together with the Company, prepare and file with the SEC a post-effective amendment proxy statement in connection with the vote of the Company's stockholders with respect to the Original Form S-4 Merger and this Agreement (such amendmentproxy statement, and together with any amendments thereof or supplements thereto, in each case in the “Amended Form S-4” andform or forms mailed to the Company's stockholders, together with are herein called the Original Form S-4, the “Form S-4”"Proxy Statement"). Each of Parent and the The Company shall will use its all reasonable best efforts to 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 Statement to be distributed mailed to the stockholders of the Company and at 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/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4earliest practicable date. (bc) None of the information supplied or to be supplied by the The Company or Parent for inclusion or incorporation by reference into shall (i) as soon as practicable following the Form S-4 willdate of this Agreement, at duly call, give notice of, convene and hold a meeting of its stockholders (the time "Company Stockholders Meeting") for the Form S-4 is filed with purpose of obtaining 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 misleadingRequired Company Votes, and (ii) through its Board of Directors and the Joint Proxy Statement/Prospectus willSpecial Committee, at recommend to its stockholders that they approve the date of distribution to stockholders of the Companytransactions contemplated by this Agreement and shall not withdraw, at the time of the Company Stockholders Meeting to be held in connection with the Mergermodify or change such recommendation, 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 Issuanceor recommend any other offer or proposal, 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 other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite conclusion of the Company Stockholder Vote Stockholders Meeting. Notwithstanding clause (ii) of the immediately preceding sentence of this subsection 5.1(c), the Special Committee or the Requisite Parent Stockholder Vote Board of Directors of the Company (with the concurrence of the Special Committee) may at any information relating time prior to the Company Effective Time withdraw, modify or Parentchange any recommendation regarding this Agreement or the Merger, or recommend any other offer or proposal, if the Special Committee or the Board of their respective Affiliates, directors or officers, should be discovered by Directors of the Company (with the concurrence of the Special Committee) after consultation with its counsel, determines that taking any such action is required in accordance with its legal duties to the Company's stockholders under applicable law; provided, such withdrawal, modification, change or Parent which should be recommendation shall not affect or excuse the performance, or cure any breach, of, any obligation of the Company hereunder (other than that set forth in an amendment or supplement to 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 light clause (ii) of the circumstances under which they are madeimmediately preceding sentence of this subsection 5.1(c)), including, but not misleadinglimited to, 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 requirements in clause (i) of the Company and to the shareholders immediately preceding sentence of Parent. (cthis subsection 5.1(c) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form requirements 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 Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunderSection 5.5. (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 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/Prospectus or the Form S-4.

Additional Agreements. Section 6.1 SECTION 5.1 Preparation of the Amendment to Form S-4, Joint Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4; Stockholders Meetings. (a) 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 amended or supplemented from time to time prior to the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after following the execution and delivery date 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 (and the Original Form S-4 (such amendment, Company shall cooperate and any amendments or supplements thereto, participate in the “Amended Form S-4” and, together with preparation of) the Original Form S-4, in which the “Form S-4”Joint Proxy 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 5.10 of the Company Disclosure Schedule to be resold by such affiliates as provided in the last sentence of this Section 5.1(a). Each of Parent and the Company shall use its their reasonable best efforts to have the Amended Form S-4 and the Resale Prospectus declared effective under the Securities Act and the Joint Proxy Statement "cleared" 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 's staff for mailing in connection with any such action the Company Stockholder Meeting and the preparationParent Stockholder Meeting as promptly as practicable after such filing. As promptly as practicable after the Form S-4 is declared effective, filing and mailing each of the Amended Joint Proxy Statement/Prospectus Parent and the Company shall furnish to Parent all information relating to cause 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-4Statement to be mailed to their respective stockholders. 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 maintain the Amended Joint Proxy Statement/Resale Prospectus to be distributed to the stockholders in effect for purposes of the Company and Securities Act until the shareholders earlier of (i) such time as those affiliates identified on Schedule 5.10 have resold their Parent (as applicable). No filing of, or amendment or supplement to the Amended Joint Proxy Statement/Common Stock covered by such Resale Prospectus or (ii) 365 days after the Amended Form S-4, as applicable, shall be made by the Company or Parent, as applicable, and no response to any comments effective date 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/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4Resale Prospectus. (b) 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, 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 Statement/Prospectus will, at the date of distribution to stockholders of the Company, 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 other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote Effective Time there shall occur (i) any information relating event with respect to the Company or any of its subsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Joint Proxy Statement or (ii) any event with respect to Parent, or any of their respective Affiliates, directors with respect to information supplied by Parent for inclusion in the Form S-4 or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to 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 light of the circumstances under either case, which they are madeevent is required to be described in an amendment of, not misleadingor a supplement to, the party that discovers Form S-4 or the Joint Proxy Statement, such information event promptly shall promptly notify the other party be so described, and an appropriate such amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent as required by Lawlaw, distributed disseminated to the stockholders of the Company and to the shareholders of Parent. (c) Each of the Company and Parent shall cause promptly notify the Joint Proxy Statement/Prospectus other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the Form S-4 SEC or its staff or any other appropriate government official for amendments or supplements to comply as to form in all material respects any of the filings with the requirements SEC in connection with the Merger and other transactions contemplated hereby or for additional information, and shall supply the other with copies of all correspondence between the Exchange Act and Securities ActCompany or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the rules SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and regulations Parent shall use their respective reasonable best efforts to respond to any comments 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 the Form S-4 and the Joint Proxy Statement as promptly as practicable after the receipt thereof. The Company and Parent shall cooperate with each other and provide to each other all information supplied by necessary to prepare the other party for inclusion or incorporation by reference in Form S-4 and the Joint Proxy Statement/Prospectus or Form S-4. Parent , and the Company shall make any other necessary filings with respect provide promptly to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunderother party all information such party may obtain that could necessitate amending any such document. (d) Each party will advise the other party The Company shall, as promptly as practicable after it receives notice thereof, of the time when the Form S-4 becomes effectiveis declared effective under the Securities Act, duly call, give notice of, convene and hold the Company Stockholders Meeting in accordance with the DGCL, its certificate of incorporation and by-laws, as applicable, for the purpose of obtaining the Company Stockholder Approval and subject to Section 4.3(b), the Board of Directors of the Company shall recommend to the Company's stockholders that they affirmatively vote for the adoption of this Agreement (the "Company Recommendation"). The Company shall solicit from the holders of Company Common Stock proxies in favor of adoption of this Agreement and shall take all other lawful action necessary and desirable to obtain the Company Stockholder Approval. Once the Company Stockholders Meeting has been duly called and noticed, the Company shall not postpone or adjourn (other than for the absence of a quorum, and then only to the nearest possible future date) the Company Stockholders Meeting without Parent's written consent. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(d) shall not be affected by the making, commencement, public announcement, public disclosure, submission, receipt or communication to the Company or its stockholders or professional advisors or representatives of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation or anything in this Agreement to the contrary, this Agreement shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of obtaining the Company Stockholder Approval, and nothing contained herein shall be deemed to relieve the Company of such obligation. The Company shall coordinate and cooperate with Parent with respect to the timing of the Company Stockholders Meeting and the Parent Stockholder Meeting, and shall take all steps necessary to ensure that they are convened and held on the same date or as nearly proximate to one another as reasonably practicable. 57 (e) Parent shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold the Parent Stockholders Meeting in accordance with the FBCA and its articles of incorporation and by-laws, as applicable, for the purpose of obtaining the Parent Stockholder Approval, and the Board of Directors of Parent shall recommend to its shareholders that they affirmatively vote to approve the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with pursuant to the Merger for offering or sale in any jurisdiction, or any request and the transactions contemplated by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4this Agreement.

Additional Agreements. Section 6.1 Preparation of the Amendment to Joint Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4. (a) On July 2Unless the Company or the Board has breached any material provision of this Agreement and failed to cure such breach within five (5) business days following the receipt of written notice from the Icahn Group specifying any such breach, 2021, Parent filed solely in connection with the SEC a registration statement on Form S-4 under 2021 Annual Meeting, each member of the Securities Act Icahn Group shall (including a preliminary joint proxy statement/prospectus1) cause, as amended or supplemented from time to time prior to the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger case of all Voting Securities (such registration statementas defined below) owned of record, and (2) instruct and cause the record owner, in the case of all shares of Voting Securities beneficially owned but not owned of record, directly or indirectly, by it, or by any amendments Icahn Affiliate, in each case as of the record date of the 2021 Annual Meeting or supplements thereto prior as to which the date hereofmember of the Icahn Group otherwise has the power to vote or direct the vote, in each case that are entitled to vote at the “Original Form S-4”)2021 Annual Meeting, which was declared effective to be present for quorum purposes and to be voted, at the 2021 Annual Meeting or at any adjournment or postponement thereof, (A) for each nominee recommended by the SEC on July 23, 2021. As promptly as reasonably practicable after Board for election at the execution and delivery of this Agreement2021 Annual Meeting, (iB) against any nominees that are not nominated by the Company and Parent shall jointly prepare and cause to be filed with Board for election at 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 2021 Annual Meeting and (yC) to be mailed to in favor of the shareholders ratification of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, ’s auditors. Except as provided in the foregoing sentence and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements theretoin Section 2(b), the Icahn Group shall not be restricted from voting “Amended Form S-4For,” and, together with “Against” or “Abstaining” from any other proposals at the Original Form S-4, the “Form S-4”). Each of Parent and the Company shall use its reasonable best efforts to 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/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-42021 Annual Meeting. (b) None of the information supplied or to be supplied by Unless the Company or Parent for inclusion or incorporation by reference into (i) the Form S-4 will, 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 Board has breached any material fact required provision of this Agreement and failed to cure such breach within five (5) business days following the receipt of written notice from the Icahn Group specifying any such breach, for any annual meeting or special meeting of shareholders subsequent to the 2021 Annual Meeting, if the Board has agreed to nominate the Icahn Designees (or Replacement Designees) then serving on the Board for election at such annual meeting or special meeting and the Icahn Designees have consented to be stated therein nominated at such annual meeting or necessary to make special meeting, each member of the statements thereinIcahn Group shall (1) cause, in light the case of the circumstances under which they were made, not misleadingall Voting Securities owned of record, and (ii2) instruct and cause the Joint Proxy Statement/Prospectus will, at the date of distribution to stockholders of the Company, 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 thereinrecord owner, in light the case of the circumstances under which they were madeall shares of Voting Securities beneficially owned but not owned of record, not misleading; providingdirectly or indirectly, thatby it, or by any Icahn Affiliate, in each case as of the record date of the applicable annual meeting or special meeting or as to which the member of the Icahn Group otherwise has the power to vote or direct the vote, in each case that are entitled to vote at such annual meeting or special meeting, to be present for quorum purposes and to be voted at such annual meeting or special meeting or at any adjournment or postponement thereof, (iA) for each director nominated by the Board for election at such annual meeting or special meeting, (B) against any nominees that are not nominated by the Board for election at such annual meeting or special meeting and (ii)C) in favor of the ratification of the Company’s auditors. Except as provided in the foregoing sentence, neither party the Icahn Group shall not be responsible restricted from voting “For,” “Against” or liable for “Abstaining” from any statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference therein. If proposals at any time prior to obtaining annual meeting or special meeting following the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote 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 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 light of the circumstances 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 Parent2021 Annual Meeting. (c) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall 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 Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules 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 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/Prospectus or the Form S-4.

Additional Agreements. Section 6.1 5.1 Preparation of the Amendment to Joint Form S-4, Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4; Stockholders Meeting. (a) 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 amended or supplemented from time to time prior to the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after following the execution and delivery date of this Agreement, Newco and Company shall prepare, and Newco shall file with the SEC, the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of Newco and Company shall use all reasonable efforts to have the Form S-4 declared effective under the Securities Act, and for the Proxy Statement to be cleared under the Exchange Act, as promptly as practicable after such filing. Without limiting any other provision hereinabove contained, the Form S-4 and the Proxy Statement will contain, without limitation, such information and disclosure reasonably requested by either Newco or Company so that (i) the Company Form S-4 conforms in both form and Parent shall jointly prepare and cause to be filed with the SEC an amendment substance 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 requirements of the Company relating to the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders MeetingSecurities Act, and (ii) Parent shall prepare, together with the Company, Proxy Statement conforms in both form and file with the SEC a post-effective amendment substance to the Original Form S-4 (such amendment, and any amendments or supplements thereto, requirements of the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”)Exchange Act. Each of Parent and the Company shall use its reasonable best efforts to 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 Statement to be distributed mailed to holders of Company Common Stock as promptly as practicable after 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/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4S-4 is declared effective. (b) 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, 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 Statement/Prospectus will, at the date of distribution to stockholders of the Company, 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 other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Effective Time there shall occur (i) any event with respect to Company Stockholder Vote or the Requisite Parent Stockholder Vote any information relating to the Company or Parent, or any of their respective Affiliatesits Subsidiaries, directors or officerswith respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Newco, should or with respect to information supplied by Newco for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required to be discovered by the Company or Parent which should be set forth described in an amendment of, or a supplement to to, the Joint Form S-4 or the Proxy Statement/Prospectus or Form S-4, as applicablesuch event shall be so described, so that and 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 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 as required by Lawlaw, distributed disseminated to the stockholders of the Company and to the shareholders of ParentCompany. (c) Each of the Company and Parent Newco shall cause promptly notify the Joint Proxy Statement/Prospectus other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and the Form S-4 to comply as to form in other transactions contemplated hereby or for additional information and shall supply the other with copies of all material respects with the requirements correspondence between Company or any of the Exchange Act and Securities Actits representatives, or Newco or any of its representatives, as the case may be, on the one hand, and the rules SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. Company and regulations Newco shall use their respective reasonable best efforts to respond to any comments 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 Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act Form S-4 and the rules Proxy Statement as promptly as practicable. Company and regulations thereunderNewco shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) Each party will advise the other party Company shall, as promptly as practicable after it receives notice thereof, of the time when the Form S-4 becomes effectiveis declared effective under the Securities Act, duly call, give notice of, convene and hold Company Stockholders Meeting in accordance with the DGCL for the purpose of obtaining Company Stockholder Approval and subject to Section 4.3, the issuance Board of Directors of Company shall recommend to Company’s stockholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby (the “Company Recommendation”); provided, however, that Company’s Board of Directors shall not be required to make such Company Recommendation to the extent that it is permitted to effect a Change in Company Recommendation pursuant to Section 4.3. Without limiting the generality of the foregoing, Company agrees that its obligations pursuant to the first sentence of this Section 5.1(d) shall not be affected by the commencement, public proposal, public disclosure or communication to Company of any stop orderCompany Takeover Proposal. Notwithstanding any Change in Company Recommendation, unless otherwise directed in writing by Newco, this Agreement and the Merger shall be submitted to the stockholders of Company at Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve Company of such obligation, provided, however, that if the Board of Directors of Company shall have effected a Change in Company Recommendation in accordance with this Agreement, then in submitting this Agreement to Company’s stockholders, the suspension Board of Directors of Company may submit this Agreement to Company’s stockholders without recommendation (although the resolutions adopting this Agreement as of the qualification date hereof may not be rescinded or amended), in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s stockholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law. If required by applicable law or stock exchange requirements, or if Parent elects in its discretion to submit this Agreement to its stockholders or Newco stockholders for approval, Parent and/or Newco, as applicable, shall submit this Agreement to their respective shareholders for approval at a special meeting to be held as promptly as practicable following effectiveness of the Form S-4 and on the timing described in Section 5.1(e), and by approving execution of this Agreement the Board of Directors of Parent Common Stock issuable in connection with agrees that it shall, at the Merger time any proxy statement soliciting approval of this Agreement and the transactions contemplated hereby is mailed to the stockholders of Parent, recommend that Parent’s stockholders vote for offering or sale in any jurisdictionsuch approval, or any request by and it shall cause the SEC Board of Directors of Newco to recommend that Newco’s stockholder vote for amendment such approval; provided that Parent’s determination as to whether it shall submit this Agreement to its and/or Newco’s stockholders for approval shall be made prior to the initial filing of the Joint Proxy Statement/Prospectus or the Form S-4. (e) Company, Newco and Parent shall coordinate and cooperate with respect to the timing of their respective stockholders meeting, and shall use reasonable best efforts to hold each of such meetings within five business days of each other.

Additional Agreements. (a) For the avoidance of doubt, the Company agrees that both (i) the Conversion Price Voluntary Adjustment in Section 6.1 Preparation 2(a) of this Agreement will cause an adjustment to the number of Conversion Shares and (ii) the adjustment to the number of shares of Common Stock issuable upon exercise of the Amendment Warrants (without any regard to Joint Proxy Statement/Prospectus any limitation or restriction on conversion or exercise set forth therein) pursuant to Section 2(c) of the Warrants and PostSections 2(a) and 2(b) herein, will require the Company, in accordance with Section 2(d) of the RRA, to amend the Registration Statement on Form S-1 with Registration No. 333-Effective Amendment 266848 (if permissible) or file a new registration statement with the SEC, or both, so as to Form S-4cover 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. (ab) 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 amended or supplemented from At any time to time prior to 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 “Original Joint Proxy Statement/ProspectusCompany 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 issuance Other Notes, if any. (c) The Company shall provide each stockholder entitled to vote at the next special or annual meeting of Parent Common Stock in stockholders of the Merger Company (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4Stockholder Meeting”), which was declared effective 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 SEC on July 23Buyers and S▇▇▇▇▇▇ R▇▇▇ & Z▇▇▇▇ LLP, 2021. As promptly as reasonably practicable after at the execution and delivery expense 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 soliciting each such stockholder’s affirmative vote at the SEC a post-effective amendment Stockholder Meeting for approving the increase of the authorized shares of Common Stock from 250,000,000 to the Original Form S-4 500,000,000) (such amendment, and any amendments or supplements thereto, affirmative approval being referred to herein as the “Amended Form S-4Stockholder Approval” and, together with and the Original Form S-4, date the Stockholder Approval is obtained is referred to herein as the “Form S-4Stockholder Approval Date”). Each of Parent , and the Company shall use its reasonable best efforts to have the Amended Form S-4 declared effective by the SEC, solicit its stockholders’ approval of such resolutions and to keep cause 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 Board 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 Directors of the Company and Parent 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 the Amended Joint Proxy Statement/Prospectus an additional Stockholder Meeting to be distributed to the stockholders of the Company and the shareholders of Parent held every ninety (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 90) days thereafter until 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/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4Stockholder Approval is obtained. (bd) None Notwithstanding Section 9(a) of the information supplied or Note and Section 4(l) of the SPA (as amended hereby) to be supplied by the Company or Parent for inclusion or incorporation by reference into contrary, until the earlier to occur of (i) the Form S-4 will, 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, Stockholder Approval Date and (ii) the Joint Proxy Statement/Prospectus willStockholder Meeting Deadline, at the date of distribution Holder hereby waives the Company’s requirement to stockholders reserve for issuances 200% of the Company, at number of shares of Common Stock issuable pursuant to the time terms of the Note; provided, that during such period the Company Stockholders Meeting shall be required to be held in connection with the Merger, at the date of distribution to shareholders of Parent and at the time reserve for issuances 100% of the Parent Stockholders Meeting number of shares of Common Stock issuable pursuant 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 terms of the circumstances under which they were madeNote. (e) To the extent the Holder converts any portion of the Note during the ten (10) consecutive Trading Day period starting on January 6, not misleading; providing, that, in each case of 2023 (i) and (iithe “Applicable Conversion Period”), neither party shall be responsible 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 liable exceeds $0.20 (as adjusted for any statements made stock dividend, stock split, stock combination, reclassification or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote any information similar transaction relating to the Company Common Stock occurring after the date hereof) and there is no circumstance or Parentevent that would, with or without the passage of time or the giving of notice, result in a material default, material breach or Event of Default under any of their respective AffiliatesTransaction Document. (f) Except as otherwise expressly provided herein, directors or officers, should be discovered and as amended by the Company or Parent which should be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus or Form S-4First Amendment Agreement and that certain waiver dated as of September 14, 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 light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party 2022 by 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 between the Company and the Holder (as defined therein), each Transaction Document (as defined in the SPA), is, and shall continue to the shareholders of Parentbe, in full force and effect and is hereby ratified and confirmed in all respects. (cg) Each of The parties hereby acknowledge and agree that this Agreement shall be deemed a “Transaction Document” as defined in the Company and Parent shall cause the Joint Proxy Statement/Prospectus SPA and the Form S-4 to comply other Transaction Documents (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 defined in the Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunderSPA). (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 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/Prospectus or the Form S-4.