Common use of Additional Agreements Clause in Contracts

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

Additional Agreements. 6.1 Preparation of the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders MeetingSection 7.1 Schedule 13E-3. (a) As soon as reasonably practicable following the acceptance for payment of and payment for shares of Company Common Stock by Sub date hereof but in any event within twenty (20) Business Days after the Offerdate hereof, the Company Company, Parent and Parent Merger Sub shall jointly prepare and file cause to be filed with the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 (such Schedule 13E-3, as amended or supplemented, being referred to herein as the Proxy Statement“Schedule 13E-3”). The Company Each of the Company, Parent and Merger Sub shall use its reasonable best efforts to ensure that the Schedule 13E-3 complies in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Each of the Company, Parent and Merger Sub shall use its reasonable best efforts to respond promptly to all any comments of the SEC comments with respect to the Proxy Statement Schedule 13E-3. Each of Parent and to cause the Proxy Statement to be mailed Merger Sub shall provide reasonable assistance and cooperation to the Company's stockholders at Company in the earliest practicable datepreparation, filing, and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. The CompanyUpon its receipt of any comments from the staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3, the Company shall promptly notify Parent and Merger Sub, and shall take provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the staff of the SEC, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable actions necessary opportunity to review and comment on such document or advisable response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to cause the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company Recommendation, the Company shall not be required to provide Parent or Merger Sub with the opportunity to be approved review or comment on (or include comments proposed by shareholders and Parent or Merger Sub in) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to effect the Mergersuch disclosure. (b) The Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing, and mailing/distribution of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as soon as practicable following of the Proxy Trigger Datetime such documents (or any amendment thereof or supplement thereto) are mailed to the shareholders of the Company, duly callcontain any untrue statement of a material fact, give notice ofor omit to state a material fact required to be made therein, convene or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and hold the Company Stockholders Meeting further agrees that all documents that such party is responsible for filing with the purpose SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of approving this Agreement the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the transactions contemplated herebystatements made, in the light of the circumstances under which they were made, not misleading. At If at any time prior to the Effective Time, any event or circumstance relating to Parent, Merger Sub or the Company, or their respective Affiliates, officers or directors, should be discovered that should be set forth in an amendment or a supplement to the Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, the party discovering such event or circumstance shall promptly inform the other parties and an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC and disseminated to the shareholders of the Company Stockholders Meetingto the extent required by Law; provided that prior to such filing, Parent the Company and Parent, as the case may be, shall cause all of consult with each other with respect to such amendment or supplement and shall afford the shares of Company Common Stock then owned by Parent other party and Sub and any of their Subsidiaries or affiliates Representatives a reasonable opportunity to be voted in favor of the Mergercomment thereon. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as As soon as reasonably practicable after the expiration of SEC staff confirms that it has no further comments on the OfferSchedule 13E-3, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent Company shall (i) cause Sub promptly establish a record date for determining shareholders of the Company to submit this Agreement whom the Schedule 13E-3 will be mailed or distributed (the “Record Date”) and the transactions contemplated hereby for approval and adoption shall not change such Record Date unless required to do so by its parent by written consent of sole stockholderapplicable Law; (ii) mail or distribute or cause the shares of capital stock of Sub to be voted for adoption and approval mailed or distributed the Schedule 13E-3 to the holders of this Agreement and Shares, including Shares represented by ADSs, as of the transactions contemplated herebyRecord Date; and (iii) cause instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be taken mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated herebyRecord ADS Holders.

Additional Agreements. Section 6.1 Preparation of the Amendment to Joint Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting/Prospectus and Post-Effective Amendment to Form S-4. (a) As soon On July 2, 2021, Parent filed with the SEC a registration statement on Form S-4 under the Securities Act (including a preliminary joint proxy statement/prospectus, as practicable following amended or supplemented from time to time prior to the acceptance for payment date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of and payment for shares of Company Parent Common Stock by Sub in the OfferMerger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) the Company and Parent shall jointly prepare and cause to be filed with the SEC an amendment to the Original Joint Proxy Statement/Prospectus (as amended or supplemented from time to time, the “Amended Joint Proxy Statement/Prospectus” and, together with the Original Joint Proxy Statement/Prospectus, the “Joint Proxy Statement/Prospectus”) (x) to be mailed to the stockholders of the Company relating to the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC a post-effective amendment to the Proxy StatementOriginal Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”). The Each of Parent and the Company shall use its reasonable best efforts to respond have the Amended Form S-4 declared effective by the SEC, and to keep the Amended Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. Parent shall furnish to the Company all information relating to Parent as may be reasonably requested by the Company in connection with any such action and the preparation, filing and mailing of the Amended Joint Proxy Statement/Prospectus and the Company shall furnish to Parent all information relating to the Company as may be reasonably requested by Parent in connection with any such action and the preparation and filing of the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4. Subject to applicable Law, as promptly as reasonably practicable after the SEC or its staff advises that it has no further comments on the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4 or that the Company and Parent may commence mailing the Amended Joint Proxy Statement/Prospectus, each of the Company and Parent shall use its reasonable best efforts to cause the Amended Joint Proxy Statement/Prospectus to be distributed to the stockholders of the Company and the shareholders of Parent (as applicable). No filing of, or amendment or supplement to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, shall be made by the Company or Parent, as applicable, and no response to any comments of the SEC or its staff with respect thereto shall be submitted by the Company or Parent, as applicable, without providing the other party a reasonable opportunity to review and comment thereon and giving due consideration to inclusion in the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or any such response, comments reasonably proposed by either party. Both parties shall notify the other party promptly of the receipt of any comments from the staff of the SEC with respect to the Amended Joint Proxy Statement Statement/Prospectus or the Amended Form S-4, as applicable, and to cause of any request by the Proxy Statement to be mailed staff of the SEC for amendments or supplements to the Company's stockholders at the earliest practicable dateAmended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The CompanyCompany or Parent, Parent and Subas applicable, shall take respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all reasonable actions necessary correspondence between such party or advisable any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to cause the Merger to be approved by shareholders and to effect Amended Joint Proxy Statement/Prospectus or the MergerAmended Form S-4. (b) The None of the information supplied or to be supplied by the Company or Parent for inclusion or incorporation by reference into (i) the Form S-4 will, as soon as practicable following at the time the Form S-4 is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) the Joint Proxy Trigger DateStatement/Prospectus will, duly callat the date of distribution to stockholders of the Company, give notice of, convene and hold at the time of the Company Stockholders Meeting to be held in connection with the Merger, at the date of distribution to shareholders of Parent and at the time of the Parent Stockholders Meeting to be held in connection with the Issuance, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; providing, that, in each case of (i) and (ii), neither party shall be responsible or liable for any statements made or incorporated by reference therein based on information supplied by the purpose of approving this Agreement and other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the transactions contemplated hereby. At Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote any information relating to the Company Stockholders Meetingor Parent, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and or any of their Subsidiaries respective Affiliates, directors or affiliates officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to be voted the Joint Proxy Statement/Prospectus or Form S-4, as applicable, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in favor light of the Mergercircumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, distributed to the stockholders of the Company and to the shareholders of Parent. (c) Notwithstanding Each of the foregoing clauses (a) Company and (b)Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall be made by either party with respect to statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference in the event that Joint Proxy Statement/Prospectus or Form S-4. Parent or and the Company shall make any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, necessary filings with respect to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after under the expiration of Securities Act and Exchange Act and the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLrules and regulations thereunder. (d) Each party will advise the other party promptly after it receives notice thereof, of the time when the Form S-4 becomes effective, the issuance of any stop order, the suspension of the qualification of the Parent shall (i) cause Sub promptly to submit this Agreement and Common Stock issuable in connection with the transactions contemplated hereby Merger for approval and adoption offering or sale in any jurisdiction, or any request by its parent by written consent the SEC for amendment of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and Joint Proxy Statement/Prospectus or the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated herebyForm S-4.

Additional Agreements. 6.1 SECTION 5.01. Preparation of the Form S-4 and the Joint Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. (a) . As soon as practicable following the acceptance for payment date of and payment for shares of Company Common Stock by Sub in the Offerthis Agreement, the Company and Parent shall prepare and file with the SEC the Joint Proxy StatementStatement and Parent shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of the Company and Parent shall use its commercially reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form S-4 effective for so long as necessary to complete the Merger. The Company shall will use its best commercially reasonable efforts to respond to all SEC comments with respect to the Proxy Statement and to cause the Joint Proxy Statement to be mailed to the Company's stockholders at the earliest practicable date. The Company, and Parent and Sub, shall take all will use its commercially reasonable actions necessary or advisable efforts to cause the Merger Joint Proxy Statement to be approved by shareholders and mailed to effect Parent's shareholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process) reasonably required to be taken under any applicable state securities laws in connection with the issuance of Parent Common Stock in the Merger. (b) The Company will, as soon as practicable following the Proxy Trigger Date, duly call, give notice of, convene and hold the Company Stockholders Meeting for shall furnish all information concerning the purpose of approving this Agreement Company and the transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all of the shares holders of Company Common Stock then owned as may be reasonably requested by Parent in connection with any such action and Sub the preparation, filing and distribution of the Joint Proxy Statement and the Form S-4. No filing of, or amendment or supplement to, the Form S-4 will be made by Parent, and no filing, or amendment or supplement to, the Joint Proxy Statement will be made by Parent or the Company, in each case without providing the other party a reasonable opportunity to review and comment thereon. The parties shall notify each other promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Joint Proxy Statement or the 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 the staff of the SEC, on the other hand, with respect to the Joint Proxy Statement, the Form S-4, the Merger or the other transactions contemplated by this Agreement or the Voting Agreement. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their Subsidiaries respective Affiliates, directors or affiliates officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to be voted in favor either of the Merger. (c) Notwithstanding Form S-4 or the foregoing clauses (a) and (b)Joint Proxy Statement, so that either of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the event circumstances under which they were made, not misleading, the party that Parent discovers such information shall promptly notify the other parties hereto and an appropriate amendment or any other Subsidiary supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the shareholders of Parent shall acquire at least 90% of and the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated hereby.

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

Additional Agreements. 6.1 Preparation of the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. (a) As soon as practicable following the acceptance for payment of and payment for shares of Company Common Stock by Sub in the Offer, the Company and Parent shall prepare and file with the SEC the Proxy Statement. The Company shall use its best commercially reasonable efforts to respond 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 SEC comments with respect respects to the Proxy Statement and to cause Series B Preferred Stock, except that the Proxy Statement to Transferee Preferred Stock shall not be mailed subject to the Company's stockholders at transfer restrictions set forth in Section 4.2 of the earliest practicable date. The CompanyPrior Agreement, Parent and Subshall not contain any limitation on any person’s ability to own, shall take all reasonable actions necessary control, have the power to vote or advisable convert the shares of Transferee Preferred Stock (or the shares of Common Stock into which shares of Transferee Preferred Stock may be converted) or any limitation on any adjustment or other provision therein, on the basis of the percentage of voting securities that any holder of such securities (or any of its Affiliates) owns, controls or has the power to cause the Merger to be approved by shareholders and to effect the Mergervote. (b) The Company willshall 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, as soon as practicable following except that such Transferee Warrants shall not be subject to the Proxy Trigger Datetransfer restrictions set forth in Section 4.2 of the Prior Agreement, duly calland shall not contain any limitation on any person’s ability to own, give notice ofcontrol, convene and hold have the Company Stockholders Meeting for power to vote or exercise the purpose of approving this Agreement and the transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all of Transferee Warrants (or the shares of Company Common Stock then owned by Parent and Sub and that the holder of any Transferee Warrants may be entitled upon exercise) or any limitation on any adjustment or other provision therein, on the basis of the percentage of voting securities that any holder of such securities (or any of their Subsidiaries its Affiliates) owns, controls or affiliates has the power to be voted in favor of the Mergervote. (c) Notwithstanding At any time after the foregoing clauses (a) registration of the Transferee Preferred Stock and (b)Transferee Warrants, in connection with any transfer, sale, assignment or other disposition of Series B Preferred Stock and/or Warrants pursuant to the event that Parent or any other Subsidiary terms of Parent shall acquire at least 90% Section 4.2 of the outstanding shares of Company Common Stock in the OfferPrior Agreement, the parties hereto agree, at upon the request of Subthe transferor, the transferor shall be entitled to take all necessary and appropriate action surrender to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause Company the shares of capital stock of Sub Series B Preferred Stock and/or the Warrants to be voted so transferred, and, upon such surrender, the Company shall issue to the transferor for adoption and approval 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. Any securities issued pursuant to this Agreement and paragraph shall be deemed “Registrable Securities” for purposes of the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated herebyPrior Agreement.

Additional Agreements. Section 6.1 Preparation of the Form S-4; Joint Proxy Statement/Prospectus; Company Stockholders Meeting; Merger without a Company Stockholders MeetingNYSE Listing. (a) As soon promptly as practicable following the acceptance for payment date of this Agreement, (i) Montage and payment for shares of Company Common Stock by Sub Marigold shall jointly prepare the Joint Proxy Statement/Prospectus in the Offer, the Company preliminary form and Parent (ii) Montage shall prepare and New Holdco shall file with the SEC a Registration Statement on Form S-4 which shall include the Joint Proxy Statement/Prospectus (together with all amendments thereto, 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 Company 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 Marigold and Montage shall use its reasonable best efforts to respond have the Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and keep the Form S-4 effective for so long as necessary to consummate the Mergers. Each of Montage and Marigold shall promptly furnish all SEC information concerning it or its shareholders to the other, and provide such other assistance, in each case, as may be reasonably requested in connection with the preparation, filing and distribution of the 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 Statement/Prospectus and the Form S-4 received by such party from the SEC, including any request from the SEC for amendments or supplements to cause the Joint Proxy Statement Statement/Prospectus and the Form S-4, 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. Notwithstanding the foregoing, prior to filing the Form S-4 (including any amendments and supplements thereto) or mailing the Joint Proxy Statement/Prospectus or responding to any comments of the 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, the issuance of any stop order relating thereto or the suspension of the qualification of shares of New Holdco Voting Common Stock or New Holdco Non-Voting Common Stock for offering or sale in any jurisdiction, and each of Montage and Marigold shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. New Holdco Montage and Marigold shall use reasonable best efforts to take any other action required to be mailed to taken under the Company's stockholders at Securities Act, the earliest practicable date. The CompanyExchange Act, Parent the IBCA, the VSCA and Subthe rules of the NYSE, shall take all reasonable actions necessary in connection with the filing and distribution of the Joint Proxy Statement/Prospectus and the Form S-4, and the solicitation of proxies from Montage Shareholders or advisable to cause the Merger to be approved by shareholders and to effect the Merger. (b) The Company willMarigold Shareholders, as soon as practicable following the Proxy Trigger Datecase may be, duly call, give notice of, convene and hold the Company Stockholders Meeting for the purpose of approving this Agreement and the transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Mergerthereunder. (c) Notwithstanding the foregoing clauses (a) Each of New Holdco and (b)Montage shall use its reasonable best efforts to take, in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% 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 outstanding NYSE and the SEC to enable the listing of shares of Company New Holdco Voting Common Stock in on the OfferNYSE no later than the First Merger Effective Time, the parties hereto agree, at the request subject to official notice of Sub, issuance. Each of New Holdco and Montage shall also use its reasonable best efforts to take obtain all necessary state securities Law or “Blue Sky” permits and appropriate action approvals required to cause carry out the Merger transactions contemplated by this Agreement (provided that in no event shall New Holdco or Montage be required to become effective, as soon as practicable after the expiration qualify to do business in any jurisdiction in which it is not now so qualified or file a general consent to service of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLprocess). (d) Parent shall Each of Montage and Marigold shall, upon request, furnish to the 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 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 Mergers and the other transactions contemplated by this Agreement. In addition, Marigold will use its reasonable best efforts to (i) cause Sub promptly to submit this Agreement provide interim financial statements of Marigold and the transactions contemplated hereby for approval and adoption Marigold Subsidiaries (including footnotes) that are required by its parent the Securities Act to be included in the Form S-4 that have been reviewed by written consent of sole stockholder; Marigold’s independent registered public accounting firm, (ii) cause the shares provide management’s discussion and analysis of capital stock of Sub to be voted for adoption interim and approval of this Agreement and the transactions contemplated hereby; and annual consolidated financial statements, (iii) cause Marigold’s independent registered public accounting firm to be taken all additional actions consent to the inclusion or incorporation by reference of 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 for Sub to adopt enable Montage and approve this Agreement 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 the time that the Required Montage Vote is obtained (the “Montage Approval Time”) and the transactions contemplated herebytime that the Required Marigold Vote is obtained (the “Marigold Approval Time”), any information relating to Marigold or Montage, or any of their respective Affiliates, officers or directors, should be discovered by Marigold or Montage that should be set forth in an amendment or supplement to either of the Form S-4 or the Joint Proxy Statement/Prospectus, so that either of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the SEC and, to the extent required under applicable Law, disseminated to the shareholders of Marigold and Montage.

Additional Agreements. 6.1 Section 6.01 Preparation of the Form S-4, Proxy StatementStatement and Schedule 13E-3; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. (a) As soon promptly as practicable following after the acceptance for payment date hereof the Company shall use reasonable best efforts to prepare and cause to be filed with the SEC a proxy statement to be sent to the stockholders of the Company relating to the Company Stockholders Meeting (together with any amendments or supplements thereto, the “Proxy Statement”) and payment for shares Parent shall prepare and cause to be filed with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus, and the Schedule 13E-3, and Parent and the Company shall use their respective reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing. Each of Company Common Stock by Sub in the Offer, the Company and Parent shall prepare furnish all information concerning such Person and file its Affiliates to the other, and provide such other assistance, as may be reasonably requested in connection with the 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 respond as promptly as reasonably practicable to any comments from the SEC with respect to the Form S-4, the Schedule 13E-3 or the Proxy Statement. The Notwithstanding the foregoing, prior to filing the Form S-4 or the Schedule 13E-3 (or any amendment or supplement thereto) or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of the Company and Parent (i) shall provide the other a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response), (ii) shall 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 respond 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 all SEC comments with respect to the Proxy Statement and to cause the Proxy Statement do business in any jurisdiction in which it is not now so qualified) required to be mailed to taken under the Company's stockholders at Securities Act, the earliest practicable date. The CompanyExchange Act, Parent any applicable state securities or “blue sky” laws and Sub, shall take all reasonable actions necessary or advisable to cause the Merger to be approved by shareholders rules and to effect regulations thereunder in connection with the MergerTransactions. (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 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 Proxy Statement, the Form S-4 or the Schedule 13E-3 and, as required by Law, in disseminating the information contained in such amendment or supplement. Nothing in this Section 6.01(b) shall limit the obligations of any party under Section 6.01(a). (c) If prior to the Effective Time, any event occurs with respect to the Company or any Company Subsidiary, or any change occurs with respect to other information supplied by the Company for inclusion in the Proxy Statement, the Form S-4 or the Schedule 13E-3, which is required to be described in an amendment of, or a supplement to, the Proxy Statement, the Form S-4 or the Schedule 13E-3, the Company shall promptly notify Parent of such event, and the Company and Parent shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement, the Form S-4 or the Schedule 13E-3 and, as required by Law, in disseminating the information contained in such amendment or supplement. Nothing in this Section 6.01(c) shall limit the obligations of any party under Section 6.01(a). (d) The Company willshall, as soon as reasonably practicable following the Proxy Trigger Datedate of this Agreement, duly call, give notice of, convene and hold the Company Stockholders Meeting for the purpose sole purposes of approving this Agreement seeking the Company Requisite Stockholder Approvals, considering and voting (on a non-advisory basis) upon specified compensation that may become payable to certain of the Company’s executive officers (if required), considering and voting upon a proposal to adjourn the Company Stockholders Meeting from time to time to a later date, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Company Stockholders Meeting to obtain the Company Requisite Stockholder Approvals, and transacting such other business as may properly come before the Company Stockholders Meeting or any adjournment or postponement of the Company Stockholders Meeting. The Company shall use its reasonable best efforts to (i) 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 transactions contemplated herebySpecial 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). At If on a date for which the Company Stockholders Meeting is scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Requisite Stockholder Approvals, whether or not a quorum is present, the Company shall have the right (but not the obligation) to make one or more successive postponements or adjournments of the Company Stockholders Meeting, Parent 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 cause all not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Acquisition Proposal, by the shares making of Company Common Stock then owned any Change in Recommendation or by Parent and Sub and any the occurrence of their Subsidiaries or affiliates to be voted in favor of the Merger. (c) an Intervening Event. Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offerforegoing, the parties hereto agree, at Company may adjourn or postpone the request of Sub, Company Stockholders Meeting from time to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall time (i) cause Sub promptly to submit this Agreement and with the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; Parent (not to be unreasonably withheld, conditioned or delayed) or (ii) cause if the shares of capital stock of Sub Company determines an amendment or supplement to the Proxy Statement is required by applicable Law (in which case the Company Stockholders Meeting shall be voted for adoption and approval of this Agreement and adjourned to ensure the transactions contemplated hereby; and (iii) cause amendment or supplement is provided to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated herebyCompany’s stockholders).

Additional Agreements. 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 Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting.following form agreements and amendments: (a) As soon as practicable following the acceptance for payment transition services agreement in respect of certain services to be provided among Affiliates of GE and payment for shares of Company Common Stock by Sub BHGE and its Affiliates in the Offerform attached hereto as Exhibit A (including, as exhibits thereto, among others, the Company and Parent shall prepare and file with Litigation Hold Letter attached hereto as Exhibit M, the SEC the Proxy Statement. The Company shall use its best efforts to respond to all SEC comments with respect to the Proxy Statement and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable date. The Company, Parent and Sub, shall take all reasonable actions necessary or advisable to cause the Merger to be approved by shareholders and to effect the Merger.“Transition Services Agreement”); (b) The Company will, as soon as practicable following the Proxy Trigger Date, duly call, give notice of, convene Second Amendment and hold the Company Stockholders Meeting for the purpose of approving this Agreement and the transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all Restatement of the shares Promissory Note in the form attached hereto as Exhibit B amending and restating that certain Amended and Restated Promissory Note, dated as of Company Common Stock then owned by Parent October 26, 2017, between an Affiliate of GE and Sub and any of their Subsidiaries or affiliates to be voted in favor of BHGE (the Merger.“Annex Note”); (c) Notwithstanding the foregoing clauses (a) and (b), an amendment in the event form attached hereto as Exhibit C, amending that Parent or any other Subsidiary certain Amended and Restated Intercompany Services Agreement, dated as of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the OfferNovember 13, 2018, between GE and BHGE LLC (as amended, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.“A&R ISA”); (d) Parent shall an amendment in the form attached hereto as Exhibit D, amending that certain Amended and Restated Intellectual Property Cross License Agreement, dated as of November 13, 2018, between GE and BHGE LLC; (e) an amendment to 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) cause Sub promptly the Purchase Order Modification Agreement between GE and BHGE LLC in respect of certain matters related to submit this the purchase orders in respect of the launch customer order for LM9000 aeroderivative gas turbine units in the form attached hereto as Exhibit I; (j) the Bridge Supply and Technology Development Agreement between GE and BHGE LLC in the transactions contemplated hereby for approval form attached hereto as Exhibit J (the “Bridge STDA”); (k) a Side Letter, in the form attached hereto as Exhibit K, between Affiliates of GE and adoption by its parent by written consent BHGE, which supplements both (i) that certain Supply and Technology Development Agreement, dated as of sole stockholder; November 13, 2018, between Affiliates of GE and BHGE, and (ii) cause the shares Bridge STDA; (l) the Joint Ownership Agreement, in the form attached hereto as Exhibit P, between GE and BHGE LLC, relating to joint ownership of capital stock of Sub certain intellectual property; (m) a Side Letter, in the form attached hereto as Exhibit M, between GE and BHGE LLC, relating to be voted for adoption and approval of this Agreement certain litigation matters (the “Litigation Hold Letter”) (and the transactions contemplated herebyParties 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 Poland Transfer (iiithe “Poland Side Letter”); (o) cause to be taken all additional actions necessary for Sub to adopt an amendment in the form attached hereto as Exhibit O, amending that certain Amended and approve this Agreement Restated Registration Rights Agreement, dated as of July 7, 2017, between GE and BHGE (the transactions contemplated hereby“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 amended on May 24, 2018, between GE and BHGE LLC.

Additional Agreements. 6.1 Preparation of the Section 6.01 Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. (a) Statement and Schedule 13E-3. As soon as practicable following the acceptance for payment date of and payment for shares of Company Common Stock by Sub in the Offerthis Agreement, the Company Company, with the assistance of Parent and Parent Merger Sub, shall prepare a proxy statement relating to the authorization and file approval of this Agreement, the Plan of Merger and the Transactions by the shareholders of the Company including a notice convening the Shareholders’ Meeting in accordance with the Company’s memorandum and articles of association (such proxy statement and notice, as amended or supplemented, being referred to herein as the “Proxy Statement”). Concurrently with the preparation of the Proxy Statement, the Company, Parent and Merger Sub shall jointly prepare a Schedule 13E-3. The Company, Parent and Merger Sub shall use their reasonable efforts to cause the initial Schedule 13E-3 to be filed with the SEC (with the initial Proxy StatementStatement filed as an exhibit) as soon as practicable after the date of this Agreement. The Company Each of the Company, Parent and Merger Sub shall use its reasonable best efforts so that the Schedule 13E-3 will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Each of the Company, Parent and Merger Sub shall use its reasonable best efforts to respond promptly to all any comments of the SEC comments with respect to the Proxy Statement and Schedule 13E-3 and to cause resolve comments from the Proxy Statement to be mailed to SEC. Each of the Company's stockholders at the earliest practicable date. The Company, Parent and SubMerger Sub shall furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, shall take all reasonable actions necessary or advisable to cause filing and distribution of the Merger to be approved by shareholders Proxy Statement and to effect the Merger. (b) Schedule 13E-3. The Company will, as soon as practicable following shall promptly notify Parent and Merger Sub upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Trigger DateStatement and Schedule 13E-3 and shall provide Parent with copies of all correspondence between it and its Representatives, duly callon the one hand, give notice ofand the SEC and its staff, convene on the other hand. Prior to filing or mailing the Proxy Statement and hold Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company Stockholders Meeting for the purpose (i) shall provide Parent and Merger Sub a reasonable amount of approving this Agreement time to review and the transactions contemplated hereby. At the Company Stockholders Meeting, Parent comment on such document or response and (ii) shall cause consider in good faith including in such document or response all of the shares of Company Common Stock then owned comments reasonably proposed by Parent and Merger Sub. If at any time prior to the Shareholders’ Meeting, any information relating to the Company, Parent, Merger Sub and or any of their Subsidiaries respective Affiliates, officers or affiliates directors, is discovered by the Company, Parent or Merger Sub which should be set forth in an amendment or supplement to the Proxy Statement and Schedule 13E-3 so that (x) the Proxy Statement and Schedule 13E-3 shall not contain any untrue statement of a material fact or omit to state any material fact required to be voted stated therein or necessary in favor order to make the statements therein, in light of the Merger. (c) Notwithstanding the foregoing clauses (a) circumstances under which they are made, not misleading, and (b), in y) the event that Parent or any other Subsidiary of Parent shall acquire at least 90% shareholders of the outstanding shares of Company Common Stock in are able to make an informed decision on whether or not to attend the OfferShareholders’ Meeting and how to vote, the party which discovers such information shall promptly notify the other parties hereto agree, at and an appropriate amendment or supplement describing such information shall be filed with the request of SubSEC and, to take all necessary and appropriate action the extent required by applicable Law, disseminated to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders shareholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated hereby.

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

Additional Agreements. Section 6.1 Preparation of the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders MeetingForm F-4 and Schedule 13E-3. (a) As soon promptly as practicable following after the acceptance for payment execution of this Agreement, Parent shall, with the assistance of the Company, prepare and payment for shares file with the SEC a registration statement on Form F-4 with respect to the Parent Shares to be issued with the Merger. Parent shall promptly respond to any comments made by the SEC regarding the Form F-4 and shall endeavor to have the Form F-4 declared effective under the Securities Act promptly after filing with the SEC and cause the Prospectus to be delivered to the shareholders or holders of Company Common Stock by Sub in the OfferADSs. No filing of, or amendment or supplement to, the Form F-4 will be made by Parent without providing the Company a reasonable opportunity to review and Parent comment thereon. Each Party shall, as promptly as practicable after the receipt thereof, provide to the other Party copies of any written comments and advise the other Party of any oral comments, with respect to the Form F-4 received from the staff of the SEC. The Company shall furnish as promptly as practicable such information concerning the Company reasonably requested in connection with the Form F-4 or other filings required under applicable Laws. (b) Parent, Merger Sub and the Company shall prepare and file with the SEC the Proxy StatementSchedule 13E-3. The Parent, Merger Sub and the Company shall use its best efforts cause the Schedule 13E-3 to comply with the rules and regulations promulgated by the SEC and respond promptly to all any comments of the SEC regarding the Schedule 13E-3. Each Party shall, as promptly as practicable after the receipt thereof, provide to the other Party copies of any written comments and advise the other Party of any oral comments, with respect to the Proxy Statement Schedule 13E-3 received from the staff of the SEC. Each of Parent, Merger Sub and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable date. The Company, Parent and Sub, shall take all reasonable actions necessary or advisable to cause the Merger to be approved by shareholders and to effect the Merger. (b) The Company will, as soon as practicable following the Proxy Trigger Date, duly call, give notice of, convene and hold the Company Stockholders Meeting for will be provided with a reasonable opportunity to review and comment on the purpose of approving this Agreement and the transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub initial Schedule 13E-3 and any of their Subsidiaries amendment or affiliates supplement thereto prior to be voted in favor of filing with the MergerSEC. (c) Notwithstanding If at any time prior to the foregoing clauses (a) and (b)Effective Time, any information relating to each Party or any of its Affiliates, directors or officers should be discovered by such Party, which should be set forth in an amendment or supplement to the Form F-4 or Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% light of the outstanding shares circumstances under which they are made, not misleading, such Party shall promptly notify the other Party of Company Common Stock such information and the other Party shall cooperate in the Offer, prompt filing with the parties hereto agree, at SEC of any necessary amendment or supplement to the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLForm F-4 or Schedule 13E-3. (d) Parent shall (i) use reasonable efforts to cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub any Parent ADSs to be voted for adoption and approval of this Agreement and issued in connection with the transactions contemplated hereby; and (iii) cause Merger to be taken all additional actions necessary approved for Sub listing on The New York Stock Exchange, such listing to adopt and approve this Agreement and the transactions contemplated herebybe subject to official notice of issuance.

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

Additional Agreements. 6.1 Preparation of the Proxy Statement5.1 PREPARATION OF FORM S-4 AND JOINT PROXY STATEMENT/PROSPECTUS; Company Stockholders Meeting; Merger without a Company Stockholders MeetingINFORMATION SUPPLIED. (a) As soon as practicable following the acceptance for payment date of this Agreement, (i) Chancellor and payment for shares of Company Common Stock by Sub in the Offer, the Company and Parent Capstar shall prepare and file with the SEC the Joint Proxy Statement. The Company /Prospectus and (ii) Capstar and Chancellor shall use its best efforts to respond to all SEC comments prepare and file a Registration Statement on Form S-4 (the "Form S-4") with respect to the registration of the issuance of shares of Parent Voting Common Stock and Parent Convertible Preferred Stock in the Merger, of which the Joint Proxy Statement Statement/Prospectus will form a part. Each of Chancellor and Capstar shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Chancellor shall use its reasonable best efforts to cause the Joint Proxy Statement Statement/Prospectus to be mailed to the CompanyChancellor's stockholders at the earliest practicable date. The Companystockholders, Parent and Sub, Capstar shall take all use its reasonable actions necessary or advisable best efforts to cause the Merger Joint Proxy Statement/Prospectus to be approved by shareholders and mailed to effect the Merger. (b) The Company will, as soon as practicable following the Proxy Trigger Date, duly call, give notice of, convene and hold the Company Stockholders Meeting for the purpose of approving this Agreement and the transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b)Capstar's stockholders, in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, each case as soon promptly as practicable after the expiration Form S-4 is declared effective under the Securities Act. Capstar shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or take any action that would subject it to the service of process in suits, other than as to matters and transactions relating to the Offer, without a meeting of stockholders of the CompanyForm S-4, in accordance with Section 253 of the DGCL. (dany jurisdiction where it is not so subject) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause required to be taken all additional actions necessary for Sub to adopt under any applicable state securities laws in connection with the issuance of the Parent Voting Common Stock and approve this Agreement and the transactions contemplated hereby.Parent Convertible Preferred Stock in the

Additional Agreements. 6.1 Section 6.1. Preparation of the Form S-4 and the Joint Proxy Statement/Prospectus; Company Stockholders Meeting; Merger without a Company Stockholders MeetingMeetings. (a) As soon as reasonably practicable following the acceptance for payment date of this Agreement, Amedisys and payment for shares of Company Common Stock by Sub in the Offer, the Company and Parent OPCH shall prepare the Form S-4 and the Joint Proxy Statement/Prospectus, and OPCH shall file the Form S-4, which shall include the Joint Proxy Statement/Prospectus as a prospectus, with the SEC the Proxy StatementSEC. The Company parties shall consult each other in connection with setting a preliminary record date for each of the Amedisys Stockholders Meeting and the OPCH Shareholders Meeting and shall commence broker searches pursuant to Section 14a-13 of the Exchange Act in connection therewith. Each of Amedisys and OPCH shall use its reasonable best efforts to respond to all SEC have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Amedisys and OPCH shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Form S-4 or the Joint Proxy Statement Statement/Prospectus received from the SEC. OPCH and Amedisys shall cooperate and provide the other parties with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 or the Joint Proxy Statement/Prospectus prior to filing such with the SEC. No filing of, or amendment or supplement to, the Form S-4 will be made by OPCH, and no filing of, or amendment or supplement to, the Joint Proxy Statement/Prospectus will be made by OPCH or Amedisys, in each case without providing the other with a reasonable opportunity to review and comment (which comments shall be considered by the applicable party in good faith) thereon if reasonably practicable; provided that with respect to documents filed by a party that are incorporated by reference in the 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 the Company's stockholders at the earliest practicable date. The CompanyAmedisys’s stockholders, Parent and Sub, OPCH shall take all use reasonable actions necessary or advisable best efforts to cause the Merger Joint Proxy Statement/Prospectus to be approved 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 shareholders the SEC for amendment of the Form S-4 or the Joint Proxy Statement/Prospectus or comments on the Form S-4 or the Joint Proxy Statement/Prospectus and responses thereto or requests by the SEC for additional information relating thereto. If at any time prior to effect the MergerEffective Time any information relating to Amedisys, OPCH or any of their respective affiliates, officers or directors, should be discovered by Amedisys or OPCH that should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Applicable Law, disseminated to the stockholders of Amedisys and OPCH. (b) The Company willAmedisys shall, as soon promptly as practicable following after the Proxy Trigger DateForm S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold a meeting of its stockholders (the Company “Amedisys Stockholders Meeting Meeting”) in accordance with the DGCL and the rules of the NASDAQ for the purpose of approving obtaining the Amedisys Stockholder Approval and shall, subject to the provisions of Section 5.2(b) and Section 5.2(d), through its Board of Directors, recommend to its stockholders the adoption of this Agreement 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 transactions contemplated hereby. At 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 Company Amedisys Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effectiveOPCH shall, as soon promptly as practicable after the expiration of Form S-4 is declared effective under the OfferSecurities Act, without duly give notice of, convene and hold a meeting of its stockholders of (the Company, “OPCH Stockholders Meeting”) in accordance with Section 253 the DGCL and the rules of the DGCLNASDAQ 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) Parent 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) cause Sub promptly to submit this Agreement 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 transactions contemplated hereby for approval OPCH Stockholder Approvals, respectively, and adoption by its parent by written consent of sole stockholder; (ii) cause take all other action necessary or advisable to secure the shares of capital stock of Sub 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 adoption 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 hereby; 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 (iiiii) cause Amedisys agrees that its obligations pursuant to this Section 6.1 to hold the Amedisys Stockholders Meeting shall not be affected by the commencement, public proposal, public disclosure or communication to Amedisys or any other person of any Amedisys Alternative Transaction or the making of an Amedisys Recommendation Change. (h) Each of Amedisys and OPCH agrees that none of the information supplied or to be taken all additional actions supplied by such party (or its subsidiaries) for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary for Sub in order to adopt 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 approve this Agreement OPCH will cause the Form S-4 and the transactions contemplated herebyJoint Proxy Statement/Prospectus to comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, no covenant is made by either Amedisys or OPCH with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the other party (or its subsidiaries) for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement/Prospectus.

Additional Agreements. 6.1 Preparation of the Form S-4 and the Proxy Statement; Company Stockholders Meeting; Merger without a Company MSLO Stockholders Meeting. (a) As soon as practicable following the acceptance for payment date of this Agreement, Sequential and payment for shares of Company Common Stock by Sub in the OfferMSLO shall prepare, the Company and Parent Sequential shall prepare and cause TopCo to file with the SEC SEC, the Form S-4, including the related Proxy Statement/Prospectus and Information Statement. Each of Sequential and MSLO shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Each of Sequential and MSLO 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 preparation, filing and distribution of the Form S-4, Proxy Statement/Prospectus and Information Statement. The Company 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 any request from the SEC for amendments or supplements to the Form 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 SEC, on the other hand. Each of Sequential and MSLO shall use its reasonable best efforts to respond as promptly as practicable to all any comments from the SEC comments with respect to the Form S-4 or Proxy Statement and Statement/Prospectus. Notwithstanding the foregoing, prior to cause filing the Form S-4 (or any amendment or supplement thereto) or mailing the Proxy Statement Statement/Prospectus (or any amendment or supplement thereto) or responding to any comments of the 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 proposed final version of such document or response) and (ii) shall include in such document or response all comments reasonably proposed by the other. Each of Sequential and MSLO 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 shares of TopCo Common Stock for offering or sale in any jurisdiction, and each of Sequential and MSLO shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Sequential shall also cause TopCo to take any other action required to be mailed taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” laws and the rules and regulations thereunder in connection with the Mergers, the issuance of the Merger Consideration and the issuance of shares of TopCo Common Stock under the Sequential Benefit Plans. If at any time prior to the Company's Effective Time any information relating to Sequential, MSLO, TopCo, or any of their respective Affiliates, officers or directors, should be discovered by Sequential, MSLO or TopCo that should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders at the earliest practicable date. The Company, Parent of Sequential and Sub, shall take all reasonable actions necessary or advisable to cause the Merger to be approved by shareholders and to effect the MergerMSLO. (b) The Company willMSLO shall use its reasonable best efforts to, as soon promptly as practicable following after the Proxy Trigger DateForm S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold a meeting of its stockholders (the Company “MSLO Stockholders Meeting Meeting”), and shall within five Business Days of the effectiveness of the Form S-4 publicly announce the date of the MSLO Stockholders Meeting, in accordance with the DGCL and MSLO’s certificate of incorporation and bylaws for the purpose of approving 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 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 transactions contemplated hereby. At the Company MSLO Stockholders Meeting, Parent . MSLO shall use its reasonable best efforts to (i) cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates Proxy Statement/Prospectus to be voted in favor of mailed to MSLO’s stockholders as promptly as practicable after the Merger. (c) Notwithstanding Form S-4 is declared effective under the foregoing clauses (a) Securities Act and (b), in to hold the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, MSLO Stockholders Meeting as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement Form S-4 becomes effective and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause subject to the shares provisions of capital stock Section 5.5, solicit the MSLO Stockholder Approval. MSLO shall, through the MSLO Board, recommend to its stockholders that they vote in favor of Sub the MSLO Merger and shall include such recommendation in the Proxy Statement/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 voted for adoption and approval affected by the commencement, public proposal, public disclosure or communication to MSLO of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated herebyany Acquisition Proposal.

Additional Agreements. 6.1 Preparation of the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. (a) As soon as practicable following Section 6 of the acceptance for payment of and payment for shares of Company Common Stock by Sub Series E Preferred Shares set forth in the OfferCompany’s Articles Supplementary dated February 28, 2017 (“Articles Supplementary”) requires certain consents of the holders with respect to Company and Parent shall prepare and file with the SEC the Proxy Statement. The Company shall use its best efforts to respond to all SEC comments actions with respect to the Proxy Statement 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 to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable dateIRSA Rights Grant. The CompanyStockholders acknowledge and agree that the execution and delivery of this Agreement by the Stockholders shall be deemed such consent by the Stockholders, Parent and Subin their capacity as holders of Company Series E Preferred Shares, provided that such consent shall take all reasonable actions necessary or advisable not apply to cause any issuance of preferred stock of the Merger Company pursuant to be approved by shareholders and to effect the Mergeran Unsolicited Cash Offer. (b) The Stockholders hereby waive their preemptive rights that might apply with respect to the Proposals to purchase Company willsecurities granted pursuant to Section 4 of that certain Investor Rights Agreement dated March 16, 2016 between the Company and the Stockholders or affiliates of the Stockholders (“Rights Agreement”), provided, however the foregoing waiver shall in no manner restrict Stockholders’ pro rata purchases pursuant to the rights offering contemplated by the Proposals, or purchase rights granted under the Loan Agreement, or pursuant to an Unsolicited Cash Offer, and provided further, to the extent IRSA (as defined in the Loan Agreement) and its affiliates do not exercise preemptive rights pursuant to Section 3 of that certain Investor Rights and Conversion Agreement dated February 1, 2012 between the Company, IRSA and certain IRSA affiliates, as soon as practicable following the Proxy Trigger Dateextended by 3(f) of that certain Agreement dated March 15, duly call, give notice of, convene and hold the Company Stockholders Meeting for the purpose of approving this Agreement and the transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b)2016, in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the connection with an Unsolicited Cash Offer, the parties hereto agree, at Stockholders may exercise such unexercised preemptive rights for its own account in the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Unsolicited Cash Offer, without a meeting it being acknowledged that the Company may grant similar rights to exercise unexercised preemptive rights of stockholders of Stockholder to IRSA or its affiliates (the Company, in accordance with Section 253 of the DGCL“IRSA Rights Grant”). (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated hereby.

Additional Agreements. 6.1 SECTION 5.01. Preparation of the Form S-4, the Joint Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. (a) Statement and the Schedule 13E-3. As soon as practicable following the acceptance for payment date of and payment for shares of Company Common Stock by Sub in the Offerthis Agreement, the Company and Parent shall (a) prepare and file with the SEC the Joint Proxy Statement and the Schedule 13E-3 and (b) Parent shall prepare and file with the SEC the Form S-4, in which the Joint Proxy StatementStatement will be included as a prospectus. Each of the Company and Parent shall and shall cause their respective counsel, accountants and other advisors to use all reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing (including causing accountants to deliver necessary or required instruments such as opinions, consents and certifications) and to keep the Form S-4 effective for so long as necessary to complete the Merger. The Company shall use will cause (and will make provision that its best efforts to respond to all SEC comments with respect to successor cause) the Proxy Statement and to cause the Joint Proxy Statement to be mailed to the Company's ’s stockholders at for purposes of approving the earliest practicable date. The CompanyConsolidation and the Merger, and Parent and Sub, shall take all reasonable actions necessary or advisable to will cause the Merger Joint Proxy Statement to be approved by shareholders and mailed to effect Parent’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process) reasonably required to be taken under any applicable state securities laws in connection with the issuance of Parent Preferred Stock in the Merger. (b) The Company will, as soon as practicable following the Proxy Trigger Date, duly call, give notice of, convene and hold the Company Stockholders Meeting for shall furnish all information concerning the purpose of approving this Agreement Company and the transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all of the shares holders of Company Common Stock then owned as may be reasonably requested by Parent in connection with any such action and Sub the preparation, filing and distribution of the Joint Proxy Statement and the Form S-4. The parties shall cooperate and notify each other promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Joint Proxy Statement, the Form S-4 or the Schedule 13E-3 or for additional information, and shall supply each other with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Joint Proxy Statement, the Form S-4, the Schedule 13E-3, the Merger or the other transactions contemplated by this Agreement or the Voting Agreement. No filing of, or amendment or supplement to, the Form S-4 will be made by Parent, and no filing, or amendment or supplement to, the Joint Proxy Statement or the Schedule 13E-3 will be made by Parent or the Company, in each case (i) without providing the other party a reasonable opportunity to review and comment thereon or (ii) without the approval of both Parent and the Company, which approval shall not be unreasonably withheld or delayed; provided, that, with respect to documents filed by a party hereto that are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations or the Merger. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their Subsidiaries respective Affiliates, directors or affiliates officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to be voted in favor any of the Merger. Form S-4, the Joint Proxy Statement or the Schedule 13E-3 (c) Notwithstanding including the foregoing clauses (a) and (bconsummation of the Company Reorganization or the Consolidation), so that any such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the event circumstances under which they were made, not misleading, the party that Parent discovers such information shall promptly notify the other parties hereto and an appropriate amendment or any other Subsidiary supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of Parent shall acquire at least 90% of and the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated hereby.

Additional Agreements. 6.1 SECTION 5.1 Preparation of the Form S-4 and the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. (a) As soon as practicable following the acceptance for payment date of and payment for shares of Company Common Stock by Sub in the Offerthis Agreement, the Company and Parent shall prepare and file with the SEC the Proxy StatementStatement and Parent shall prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of the Company and Parent shall use best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company shall will use its all best efforts to respond to all SEC comments with respect to the Proxy Statement and to cause the Proxy Statement to be mailed to the Company's stockholders at holders of Company Common Stock as promptly as practicable after the earliest practicable dateForm S-4 is declared effective under the Securities Act. The Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified 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 holders of Company Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Proxy Statement will be made by Parent or the Company without providing the other with the opportunity to review and comment thereon. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent and Sub, shall take all reasonable actions necessary or advisable to cause 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 Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective affiliates, officers or directors, should be approved discovered by shareholders 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 effect the Mergerextent required by law, disseminated to the stockholders of the Company. (b) The Company willshall, as soon promptly as practicable following after the Proxy Trigger DateForm S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold a meeting of its stockholders (the "Company 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 this the Agreement and the transactions contemplated hereby. At Merger and nothing contained herein shall be deemed to relieve the Company Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Mergersuch obligation. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated hereby.

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

Additional Agreements. 6.1 4.1 Preparation of Proxy Statement and Schedule 13E-3; the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Shareholders Meeting. (a) As soon as practicable following the acceptance for payment date of and payment for shares of Company Common Stock by Sub in the Offerthis Agreement, the Company and Parent shall prepare and file with the SEC the Proxy StatementStatement and the Schedule 13E-3. The Each of the Company and Parent shall use its best commercially reasonable efforts to respond to all SEC comments with respect to the Proxy Statement and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable date. The Company, Parent and Sub, shall take all reasonable actions necessary or advisable to cause the Merger to be approved by ’s shareholders and to effect the Mergeras promptly as practicable. (b) The Subject to Section 4.4, the Company willshall, as soon as practicable following the Proxy Trigger Datedate of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the “Company Stockholders Meeting Shareholders Meeting”) for the purpose of approving this Agreement and the transactions contemplated herebyobtaining shareholder approval. At In connection with such meeting, the Company Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly prepare and file with the SEC, use its commercially reasonable efforts to submit have cleared by the SEC and thereafter mail to its shareholders as promptly as practicable the Proxy Statement and all other proxy materials for such meeting, which Proxy Statement shall include the opinion of T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC, as to the fairness of the Merger Consideration to the shareholders of the Company (other than Parent and its Affiliates), as required by Section 1203 of the CGCL, (ii) use its commercially reasonable efforts to obtain the necessary approvals by its shareholders of this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) otherwise comply with all legal requirements applicable to such meeting. Subject to Section 4.4(b), the Company shall, through its Board of Directors, recommend to its shareholders that they approve the transactions contemplated by this Agreement; provided, however, that except in connection with an Acquisition Proposal, in which case the provisions of Section 4.4(b) shall apply, the Board of Directors of the Company may withdraw, modify or change such recommendation and shall be released of its obligations set forth above in Section 4.1(b)(ii) if it (A) determines in good faith, based upon the advice of outside counsel, that making such recommendation, or the failure to so withdraw, modify or change its recommendation, could reasonably be deemed to cause the members of the Board of Directors to breach their fiduciary duties under applicable law, (B) otherwise complies with this Agreement and (C) subject to compliance with applicable securities laws, gives Parent (x) notice of its decision to invoke this Section 4.1(b), including the reasons for its decision, and (y) a reasonable opportunity to discuss this decision with the Board of Directors. (c) Except as required by Section 6.2(c), Parent shall vote or cause to be taken voted all additional actions necessary for Sub to adopt and approve this Agreement and the shares of Company Common Stock owned of record by Parent or any of its Subsidiaries in favor of the transactions contemplated herebyby this Agreement.

Additional Agreements. 6.1 Preparation of the Proxy Statement5.1 PREPARATION OF FORM S-4 AND JOINT PROXY STATEMENT/PROSPECTUS; Company Stockholders Meeting; Merger without a Company Stockholders MeetingINFORMATION SUPPLIED. (a) As soon as practicable following the acceptance for payment date of this Agreement, (i) Chancellor and payment for shares of Company Common Stock by Sub in the Offer, the Company and Parent Capstar shall prepare and file with the SEC the Joint Proxy Statement. The Company /Prospectus and (ii) Capstar and Chancellor shall use its best efforts to respond to all SEC comments prepare and file a Registration Statement on Form S-4 (the "Form S-4") with respect to the registration of the issuance of shares of Chancellor Common Stock in the Merger, of which the Joint Proxy Statement Statement/Prospectus will form a part. Each of Chancellor and Capstar shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Chancellor shall use its reasonable best efforts to cause the Joint Proxy Statement Statement/Prospectus to be mailed to the CompanyChancellor's stockholders at the earliest practicable date. The Companystockholders, Parent and Sub, Capstar shall take all use its reasonable actions necessary or advisable best efforts to cause the Merger Joint Proxy Statement/Prospectus to be approved by shareholders mailed to Capstar's stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Chancellor shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or take any action that would subject it to the service of process in suits, other than as to matters and transactions relating to effect the MergerForm S-4, in any jurisdiction where it is not so subject) required to be taken under any applicable state securities laws in connection with the issuance of the Chancellor Common Stock in the Merger and Capstar shall furnish all information concerning itself and the holders of shares of Capstar Common Stock as may be reasonably requested in connection with any such action. (b) The Company willCapstar agrees and represents and warrants that the information supplied or to be supplied by it specifically for inclusion or incorporation by reference in the (i) Form S-4 will not, as soon as practicable following at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required 34 42 to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (ii) the Joint Proxy Trigger DateStatement/Prospectus will not, duly call, give notice of, convene and hold at the Company date it is first mailed to Capstar's stockholders or at the time of the Capstar Stockholders Meeting (as defined in Section 5.2(a)), contain any statement which, at the time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omits to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of a proxy for the purpose of approving this Agreement and the transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries same meeting or affiliates to be voted in favor of the Mergersubject matter thereof which has become false or misleading. (c) Notwithstanding Chancellor agrees and represents and warrants that the foregoing clauses information supplied or to be supplied by it specifically for inclusion or incorporation by reference in (ai) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agreeForm S-4 will not, at the request time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of Suba material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration in light of the Offercircumstances under which they are made, without a meeting of stockholders of the Companynot misleading, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; or (ii) cause the shares Joint Proxy Statement/Prospectus will not, at the date it is first mailed to Chancellor's stockholders or at the time of capital stock the Chancellor Stockholders Meeting, contain any statement which, at the time and in light of Sub the circumstances under which it is made, is false or misleading with respect to be voted 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 adoption and approval the same meeting or subject matter thereof which has become false or misleading. Chancellor agrees that the Form S-4 will comply as to form in all material respects with the requirements of this Agreement the Securities Act and the transactions contemplated hereby; rules and (iii) cause regulations promulgated thereunder and Chancellor agrees that the Joint Proxy Statement/Prospectus will comply as to be taken form in all additional actions necessary for Sub to adopt and approve this Agreement material respects with the requirements of the Exchange Act and the transactions contemplated herebyrules and regulations promulgated thereunder, except in each case with respect to statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement/Prospectus supplied by Capstar specifically for inclusion or incorporation by reference therein as to which Chancellor assumes no responsibility.

Additional Agreements. 6.1 Preparation of the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. (a) As soon as practicable following Section 6 of the acceptance for payment of and payment for shares of Company Common Stock by Sub Series E Preferred Shares set forth in the OfferCompany’s Articles Supplementary dated February 28, 2017 (Articles Supplementary”) requires certain consents of the holders with respect to Company and Parent shall prepare and file with the SEC the Proxy Statement. The Company shall use its best efforts to respond to all SEC comments actions with respect to the Proxy Statement 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 cause any issuance of preferred stock of the Proxy Statement Company pursuant to be mailed to Section 3.9 of the Company's stockholders at the earliest practicable dateLoan Agreement. The CompanyStockholders acknowledge and agree that the execution and delivery of this Agreement by the Stockholders shall be deemed such consent by the Stockholders, Parent and Subin their capacity as holders of Company Series E Preferred Shares, provided that such consent shall take all reasonable actions necessary or advisable not apply to cause any issuance of preferred stock of the Merger Company pursuant to be approved by shareholders and to effect the Mergeran Unsolicited Cash Offer. (b) The Stockholders hereby waive their preemptive rights that might apply with respect to the Proposals to purchase Company willsecurities granted pursuant to the following agreements between the Company and the Stockholders or affiliates of the Stockholders, Section 3 of that certain Investor Rights and Conversion Agreement dated February 1, 2012, as soon extended by 3(f) of that certain Agreement dated July 23, 2015, and as practicable following further extended by Section 4 of the Proxy Trigger DateAgreement dated March 16, duly call2016 (collectively, give notice ofthe “Investor Agreement”), convene provided, however, the foregoing waiver shall in no manner restrict Stockholders’ pro rata purchases pursuant to the rights offering contemplated by the Proposals, or purchase rights, if any, granted under the Loan Agreement, or pursuant to an Unsolicited Cash Offer (as defined in the Loan Agreement), and hold provided further, to the extent Lender or its affiliates do not exercise preemptive rights pursuant to Section 4 of that certain Investor Rights Agreement dated March 16, 2016 between the Company Stockholders Meeting for the purpose and affiliates of approving this Agreement and the transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted Lender in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the connection with an Unsolicited Cash Offer, the parties hereto agree, at Stockholders may exercise such unexercised preemptive rights for its own account in the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Unsolicited Cash Offer, without a meeting it being acknowledged that the Company may grant similar rights to exercise unexercised preemptive rights of stockholders of Stockholders to Lender or its affiliate (the Company, in accordance with Section 253 of the DGCL“StepStone Rights Grant”). (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated hereby.

Additional Agreements. 6.1 Preparation The provisions of this Annex 1 are in addition to, and do not supersede, the provisions of the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. (a) As soon as practicable following the acceptance for payment of Personal Services, Confidentiality and payment for shares of Company Common Stock by Sub in the Offer, the Company Inventions Agreement between you and Parent shall prepare and file with the SEC the Proxy StatementAvantor. The Company shall use its best efforts to respond to all SEC comments with respect to the Proxy Statement and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable date. The Company, Parent and Sub, shall take all reasonable actions necessary or advisable to cause the Merger to be approved by shareholders and to effect the Merger. (b) The Company will, as soon as practicable following the Proxy Trigger Date, duly call, give notice of, convene and hold the Company Stockholders Meeting for the purpose of approving this Agreement and the transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall MUTUAL WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (iRATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH PARTY TO THIS LETTER AGREEMENT (INCLUDING AVANTOR) cause Sub promptly HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS LETTER AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES HEREUNDER. 1. I understand that any payments or benefits paid or granted to submit me under the “Severance/Restrictive Covenants” section of the Agreement represent, in part, consideration for signing this General Release and are not salary, wages or benefits to which I was already entitled. I understand and agree that I will not receive the payments and benefits specified in the “Severance/Restrictive Covenants” section of the Agreement unless I execute this General Release and do not revoke this General Release within the transactions contemplated hereby for approval time period permitted hereafter or breach this General Release. I also acknowledge and adoption represent that I have received all payments and benefits that I am entitled to receive (as of the date hereof) by its parent virtue of any employment by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated herebyCompany.

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

Additional Agreements. 6.1 SECTION 5.1 Preparation of Form S-4 and the Joint Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. (a) As soon promptly as practicable following the acceptance for payment after execution of and payment for shares this Agreement, (i) each of Company Common Stock by Sub in the Offer, the Company and Parent IRT shall prepare and file with the SEC under the Exchange Act, one or more joint proxy statements/prospectuses, forms of proxies and information statements (such joint proxy statements/prospectuses and information statements together with any amendments or supplements thereto, the "Joint Proxy Statement") relating to the Company Stockholders' Meeting and the IRT Shareholders' Meeting and (ii) the Company shall prepare and file with the SEC under the Securities Act one or more registration statements on Form S-4 (such registration statements, together with any amendments or supplements thereto, the "Form S-4"), in which the Joint Proxy Statement will be included, as one or more prospectuses, in connection with the registration under the Securities Act of the Company Common Stock to be distributed to the holders of the IRT Common Stock in the Merger. The respective parties will cause the Joint Proxy Statement and the Form S-4, to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Each of the Company and IRT shall furnish all information about itself and its business and operations and all necessary financial information to the other as the other may reasonably request in connection with the preparation of the Joint Proxy Statement and the Form S-4. The Company shall use its best efforts commercially reasonable efforts, and IRT will cooperate with the Company, to respond file and have the Form S-4 declared effective by the SEC as promptly as practicable (including clearing the Joint Proxy Statement with the SEC). Each of the Company and IRT agree promptly to all SEC comments with respect inform the other and to correct any information provided by it for use in the Joint Proxy Statement and the Form S-4 if and to the extent that such information shall have become false or misleading in any material respect, and each of the parties hereto further agrees to take all steps necessary to amend or supplement the Joint Proxy Statement and the Form S-4 and to cause the Joint Proxy Statement and the Form S-4 as amended or supplemented to be mailed filed with the SEC and to be disseminated to their respective stockholders and shareholders, in each case as and to the Company's stockholders extent required by applicable federal and state securities laws. Each of the Company and IRT agrees that the information provided by it for inclusion in the Joint Proxy Statement or the Form S-4 and each amendment or supplement thereto, at the earliest practicable datetime of mailing thereof and at the time of the respective meetings of stockholders and shareholders of the Company and IRT will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company will advise and deliver copies (if any) to IRT, promptly after it receives notice thereof, of any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information (regardless of whether such requests relate to IRT or the Company), Parent and Subthe Company shall promptly notify IRT of (i) the time when the Form S-4 has become effective, shall take all reasonable actions necessary (ii) the filing of any supplement or advisable to cause amendment thereto, (iii) the Merger to be approved by shareholders issuance of any stop order, and to effect (iv) the suspension of the qualification and registration of the Company Common Stock issuable in connection with the Merger. (b) Each of the Company and IRT shall use its commercially reasonable efforts to timely mail the Joint Proxy Statement contained in the Form S-4 to its respective stockholders or shareholders. IRT also shall use its commercially reasonable efforts to cause Alston & Bird LLP or other counsel reasonably satisfactory to the ▇▇▇▇▇ny to have delivered an opinion, which opinion shall be filed with the SEC as an exhibit to the Form S-4, as to the federal income tax matters described in Sections 6.2(f) and 6.3(e) and such other federal income tax matters as are required to be addressed in the Form S-4 and the Joint Proxy Statement under the applicable rules of the SEC. The Company willshall use commercially reasonable efforts to cause Greenberg Traurig, P.A. or other counsel reasonably satisfac▇▇▇▇ ▇▇ IRT to have delivered an opinion, which opinion shall be filed with the SEC as an exhibit to the Form S-4, as to the federal income tax matters described in Sections 6.2(e) and 6.3(f) and such other federal income tax matters as are required to be addressed in the Form S-4 and the Joint Proxy Statement under the applicable rules of the SEC. Such opinions shall contain customary exceptions, assumptions and qualifications and be based upon customary representations. (i) IRT will duly call and give notice of and, as soon as practicable following the date of this Agreement (but in no event sooner than 20 business days following the date the Joint Proxy Trigger Date, duly call, give notice ofStatement is mailed to the shareholders of IRT), convene and hold a meeting of its shareholders (the Company Stockholders Meeting "IRT Shareholders' Meeting") for the purpose of approving and adopting this Agreement Agreement, the Merger and the transactions contemplated herebyby this Agreement. At the Company Stockholders MeetingIRT shall, Parent shall cause all through its Board of Directors, recommend to its shareholders approval of the shares IRT Shareholder Approval and include such recommendation in the Joint Proxy Statement. Except pursuant to Section 4.1(f)(iii) or subsection (ii) below, the IRT Board shall not withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to the Company, its approval of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries this Agreement or affiliates to be voted the Merger or its recommendation that the IRT shareholders vote in favor of the MergerIRT Shareholder Approval. (cii) Notwithstanding the foregoing clauses (a) and (b), or anything else in this Agreement to the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offercontrary, the parties hereto agreeIRT Board may, at on the request of SubWithdrawal Date, withdraw, qualify or modify, or propose publicly to take all necessary and appropriate action to cause the Merger to become effectivewithdraw, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by qualify or modify its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement or the Merger or its recommendation that the IRT shareholders vote in favor of the IRT Shareholder Approval if, either (A) the 30-Day Average Trading Price is less than $12.06, or (B) the 3-Day Average Trading Price is less than $11.00. For the purpose of this subsection, the "30-Day Average Trading Price" shall mean the weighted average trading price per share of the Company Common Stock as quoted on the New York Stock Exchange for all transactions during the thirty (30) trading days ending on (and inclusive of) the fourth business day immediately preceding the scheduled date of the IRT Shareholders' Meeting (such fourth day, the "Withdrawal Date"). For the purpose of this subsection, the "3-Day Average Trading Price" shall mean the weighted average trading price per share of the Company Common Stock as quoted on the New York Stock Exchange for all transactions contemplated hereby; during the three (3) trading days ending on (and (iiiinclusive of) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated herebyWithdrawal Date.

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

Additional Agreements. Section 6.1 Preparation of the Proxy StatementPREPARATION OF FORM S-4 AND THE PROXY STATEMENT; Company Stockholders Meeting; Merger without a Company Stockholders MeetingSTOCKHOLDER MEETING. (a) As soon promptly as practicable following after the acceptance for payment execution of and payment for shares of Company Common Stock by Sub in the Offerthis Agreement, the Company and Parent HCPI shall cooperate with each other regarding, and, prepare and file with the SEC, the Joint Proxy Statement/Prospectus and HCPI shall prepare and file the Registration Statement, provided that HCPI may delay the filing of the Registration Statement until approval of the Joint Proxy Statement/Prospectus by the SEC. The Company and HCPI will cause the Joint Proxy Statement/Prospectus and the Registration Statement to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Each of HCPI and the Company shall use all reasonable efforts to have or cause the Joint Proxy Statement/Prospectus to be cleared by the SEC and to cause the Registration Statement to become effective as promptly as practicable. Without limiting the generality of the foregoing, each of the Company and HCPI shall cause its respective Representatives to fully cooperate with the other Party and its respective Representatives in the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement, and shall, upon request, furnish the other Party with all information concerning it and its Affiliates, as the other as may be reasonably necessary or advisable in connection with the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement. The Company shall use its best efforts to respond to all SEC comments hereby agrees that the recommendations of the Company Board described in Section 3.20 with respect to the Proxy transactions contemplated hereby (subject to the right of the Company Board to withdraw, amend or modify such recommendation in accordance with Section 6.3) may be included in the Registration Statement and the Joint Proxy Statement/Prospectus. HCPI hereby agrees that the recommendation of HCPI Board described in Section 4.20 may be included in the Registration Statement and the Joint Proxy Statement/Prospectus. HCPI shall use its commercially reasonable best efforts to take all actions required under any applicable federal or state securities or Blue Sky Laws in connection with the issuance of shares of HCPI Common Stock pursuant to the Merger and will pay all filing fees incident thereto. As promptly as practicable after the Registration Statement becomes effective, the Company and HCPI shall cause the Joint Proxy Statement Statement/Prospectus to be mailed to the Company's stockholders at the earliest practicable date. The Company, Parent and Sub, shall take all reasonable actions necessary or advisable to cause the Merger to be approved by shareholders and to effect the Mergertheir respective stockholders. (b) The Company and HCPI each agrees that none of the information supplied by it or its Subsidiaries to be included or incorporated by reference in the Joint Proxy Statement/Prospectus or any amendment thereof or supplement thereto, will, as soon as practicable following on the date of the mailing of the Joint Proxy Trigger DateStatement/Prospectus or any amendment or supplement thereto, duly call, give notice of, convene and hold at the time of the Company Stockholders Stockholder Meeting for the purpose of approving this Agreement and the transactions contemplated hereby. At the Company Stockholders HCPI Stockholder Meeting, Parent shall cause all contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the shares circumstances under which they are made, not misleading. The Company and HCPI each agrees that none of Company Common Stock then owned the information supplied by Parent and Sub and any of their it or its Subsidiaries or affiliates to be voted included or incorporated by reference in favor the Registration Statement will, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the Mergercircumstances under which they are made, not misleading. (c) Notwithstanding Without limiting the foregoing clauses generality of the foregoing, prior to the Effective Time (ai) the Company and HCPI shall notify each other as promptly as practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, the Joint Proxy Statement/Prospectus or the Registration Statement, and (b), in ii) the event that Parent or any Company and HCPI shall each notify the other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon promptly as practicable after the expiration receipt by it of any written or oral comments of the OfferSEC on, without a meeting or of stockholders any written or oral request by the SEC for amendments or supplements to, the Joint Proxy Statement/Prospectus or the Registration Statement, and shall promptly supply the other with copies of all correspondence between it or any of its Representatives and the SEC with respect to any of the Company, in accordance with Section 253 of the DGCLforegoing filings. (d) Parent The Company and HCPI shall (i) cause Sub promptly each take all action necessary to submit this Agreement duly call the Company Stockholders Meeting and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub HCPI Stockholders Meeting, respectively, each to be voted held as promptly as practicable for adoption and the purpose of voting upon the approval of this Agreement and the transactions contemplated hereby; Merger. Subject to the right of the Company Board to withdraw, amend or modify such recommendation in accordance with Section 6.3, each of the Company and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated hereby.HCPI shall, through

Additional Agreements. 6.1 SECTION 5.1 Preparation of the Form S-4, Proxy StatementStatement and Form 10; Company --------------------------------------------------------- Stockholders Meeting; Merger without a Company Stockholders Meeting.. -------------------- (a) As soon promptly as practicable following the acceptance for payment date of this Agreement, Parent and payment for shares of Company Common Stock by Sub in the Offer, the Company and Parent shall prepare and file with the SEC the Form S-4, the Proxy StatementStatement and the Form 10. Each of Parent and the Company shall use all reasonable efforts to have the Form S-4, in which the Proxy Statement shall be included, declared effective under the Securities Act and the Form 10 declared effective under the Exchange Act as promptly as practicable after such filing. The Company shall use its reasonable best efforts to respond to all SEC comments with respect to the Proxy Statement and to cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after the Company's stockholders Form S-4 is declared effective; provided, that the Company may elect -------- to postpone the mailing of the Proxy Statement to a date that is no later than at least 20 business days prior to the earliest practicable datedate Parent informs the Company that the DevCo. The Company, Parent and Sub, shall take all reasonable actions necessary or advisable to cause the Merger to be approved by shareholders and to effect the MergerDistribution is reasonably capable of being completed. (b) Each of the Company and Parent covenants that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement will, at the date it is first mailed to the stockholders of the Company, or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement and the Form S-4 will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act, as applicable. Notwithstanding the foregoing, (i) no representation or covenant is made by the Company with respect to statements made or incorporated by reference based on information supplied in writing by Parent specifically for inclusion or incorporation by reference in the Form S-4 or Proxy Statement and (ii) no representation or covenant is made by Parent with respect to statements made or incorporated by reference based on information supplied in writing by the Company for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company or any of its subsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Company. (c) Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company willand Parent shall use their respective reasonable efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4, the Proxy Statement and the Form 10, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shall, as soon promptly as practicable following after the Proxy Trigger DateForm S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold the Company Stockholders Meeting in accordance with the DGCL for the purpose of obtaining the Company Stockholder Approval; provided, -------- that the Company may elect to postpone the Company Stockholders Meeting to a date that is no later than 35 business days after the date of mailing of the Proxy Statement in accordance with Section 5.1(a). Subject to Section 4.3, the Board of Directors of the Company shall recommend to the Company's stockholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby (the "Company Recommendation"). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(d) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving this the Agreement and the transactions contemplated hereby. At Merger and nothing contained herein shall be deemed to relieve the Company of such obligation unless this Agreement has been terminated. (e) The Company shall coordinate and cooperate with Parent with respect to the timing of the Company Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated hereby.

Additional Agreements. 6.1 Preparation of the Section 7.01 Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders MeetingStatement and Schedule 13E-3. (a) As soon as reasonably practicable following the acceptance for payment date of and payment for shares of Company Common Stock by Sub in the Offerthis Agreement, the Company Company, with the assistance and cooperation of Parent and Merger Sub, shall prepare and file with the SEC the Schedule 13E-3 and the Proxy Statement (as an exhibit to the Schedule 13E-3). Each of Parent and Merger Sub shall promptly furnish all information concerning itself and its Affiliates that is required to be included in the Schedule 13E-3 and cooperate with the Company in the preparation and filing of the Schedule 13E-3. No filing of the Schedule 13E-3, the Proxy Statement, any amendments or supplements thereto, or any response to the SEC will be made by the Company, Parent or the Merger Sub unless the other Party and its counsel has had a reasonable opportunity to review and propose comments which such Party shall consider in good faith; provided that notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 7.03, in connection with any disclosure regarding a Change in the Company Recommendation, the Company shall not be required to provide Parent or Merger Sub with the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) the Schedule 13E-3 or the Proxy Statement, or any amendment or supplement thereto, or any comments thereon or any other filing by the Company with the SEC, with respect to such disclosure. The Company shall cause a letter to shareholders, notice of meeting, the Proxy Statement, form of proxy accompanying the Proxy Statement and other proxy materials that will be provided to the shareholders of the Company in connection with the solicitation of proxies for use its best efforts at the Company Shareholders’ Meeting, to be mailed to the shareholders of the Company as promptly as reasonably practicable after the date that the SEC confirms it has no further comments. The Company and Parent shall cooperate to: (A) respond as promptly as reasonably practicable to all any comments received from the SEC comments with respect to such filings; (B) provide the other Party and its counsel, as promptly as practicable after receipt thereof, with copies of any written comments, and advise the other Party and its counsel of any oral comments, with respect to the Schedule 13E-3 or the Proxy Statement (or any amendment or supplement thereto) received from the SEC or its staff; (C) prepare and file any amendments or supplements necessary to be filed in response to any SEC comments or as required by Law; and (D) file and distribute to the shareholders of the Company any supplement or amendment to the Proxy Statement if any event shall occur or any information be discovered which requires such action at any time prior to the Company Shareholders’ Meeting. (b) The Company will cause the information relating to the Company for inclusion in the Schedule 13E-3, at the time such document is filed with the SEC or at any time such document is amended or supplemented, and in the Proxy Statement, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the time of the Company Shareholders’ Meeting, not to 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; provided, however, that no representation, warranty, covenant or agreement is made by the Company with respect to information supplied by Parent for inclusion or incorporation by reference in the Schedule 13E-3 or the Proxy Statement. Parent will cause the information relating to Parent or Merger Sub supplied by it for inclusion in the Schedule 13E-3, at the time such document is filed with the SEC or at any time such document is amended or supplemented, and in the Proxy Statement, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the time of the Company Shareholders’ Meeting, not to 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; provided, however, that no representation or warranty is made by Parent or Merger Sub with respect to information supplied by the Company for inclusion or incorporation by reference in the Schedule 13E-3 or the Proxy Statement. (c) Each of the Company and Parent shall promptly correct any information provided by it for use in the Schedule 13E-3 and the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company, with assistance and cooperation from Parent, shall take all steps necessary to amend or supplement the Schedule 13E-3 and the Proxy Statement and to cause the Schedule 13E-3 and the Proxy Statement Statement, as so amended or supplemented, to be filed with the SEC and mailed to the Company's stockholders at the earliest practicable date. The Companyits shareholders, Parent and Sub, shall take all reasonable actions necessary or advisable to cause the Merger to be approved by shareholders in each case as and to effect the Mergerextent required by applicable Law. (b) The Company will, as soon as practicable following the Proxy Trigger Date, duly call, give notice of, convene and hold the Company Stockholders Meeting for the purpose of approving this Agreement and the transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated hereby.

Additional Agreements. 6.1 Preparation of the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. (a) As soon as practicable following the acceptance for payment of and payment for shares of Company Common Stock by Sub in the OfferExcept during a Blocking Period, the Company will, for the sole benefit of JPMS and Parent shall prepare Chase (each a "Market Maker" and file 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 the date that the Exchange Offer Registration Statement is filed with the SEC Commission, file a Registration Statement (which may be the Proxy Statement. The Company shall 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 or Private Exchange Securities by the Market Makers, use its best efforts to respond cause such Registration Statement to be declared effective by the Commission on or prior to the consummation of the Exchange Offer and periodically amend such Registration Statement so that the information contained in the Registration Statement complies with the 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 Prospectus which sets forth the financial re- sults of the Company for the previous quarter; (C) amend the Registration Statement or supplement the Prospectus when necessary to reflect any material changes in the information provided therein; and (D) amend the Registration Statement when required to do so in order to comply with Section 10(a)(3) of the Securities Act; provided, -------- however, that (1) prior to filing any post-effective amendment to the ------- 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-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, when the same has become effective; (B) of any request by the SEC comments for any post-effective amendment to the Registration Statement, any supplement or amendment to 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 of any notification with respect to the Proxy Statement suspension of the 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 under surveillance or review with negative implications or has determined to cause downgrade the Proxy Statement rating of the Securities or the Exchange Securities or any other debt obligation of the Company whether or not such downgrade shall have been publicly announced. (iv) Furnish to each Market Maker, without charge, (i) at least one conformed copy of any post-effective amendment to the Registration Statement; and (ii) as many copies of any amendment or supplement to the Prospectus as the Market Makers may request. (v) Consent to the use of the Prospectus or any amendment or supplement thereto by the Market Makers in connection with the offering and sale of the Securities. (vi) For so long as the Securities shall be mailed 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 at for such year, (B) as soon as available, the earliest practicable date. The Companynumber of copies reasonably requested by the Market Makers of each report (including, Parent without limitation, Reports on Forms 10-K, 10-Q and Sub8-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 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 rule or regulation of the SEC thereunder. (vii) In the event of the issuance of any stop order suspending the effectiveness of the Registration Statement or of any order suspending the qualification of the Securities or the Exchange Securities for sale in any jurisdiction, shall take all reasonable actions necessary or advisable to cause the Merger use promptly its best efforts to be approved by shareholders and to effect the Mergerobtain its withdrawal. (b) The Company represents that any post-effective amendments to the Registration Statement, any amendments or supplements to the Prospectus and any documents filed under the Exchange Act will, when they become effective or are filed with the SEC, as soon the case may be, conform in all respects to the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not, as practicable following of the Proxy Trigger Date, duly call, give notice of, convene effective date of such post- effective amendments and hold as of the filing date of amendments or supplements to the Prospectus or filings under the Exchange Act contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein 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 Stockholders Meeting by the Market Makers specifically for inclusion therein, which information the purpose of approving this Agreement and parties hereto agree will be limited to the transactions contemplated hereby. At statements concerning the Company Stockholders Meeting, Parent shall cause all market-making activities of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates Market Makers to be voted set forth on the cover page and in favor the "Plan of Distribution" section of the MergerProspectus. (c) Notwithstanding Each time that the foregoing clauses 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: (ai) 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 (b)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 the event that Parent or any other Subsidiary of Parent shall acquire at least 90% their opinion, as of the outstanding shares date of Company Common Stock in the Offersuch amendment or supplement, the parties hereto agree, at Registration Statement and the request of Sub, to take all necessary and appropriate action to cause the Merger to become effectiveProspectus, as soon amended or supplemented, as practicable after the expiration 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 Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLstatements therein not misleading. (d) Parent 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) cause Sub promptly 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 submit this Agreement 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 transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholderSEC; and (ii) cause Counsel for the shares Company has reviewed such amendment or supplement and participated with officers of capital stock the Company and independent public accountants for the Company in the preparation of Sub 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 voted 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 adoption the Company of nationally recognized standing), in form satisfactory to the Market Makers, addressed to the Market Makers and approval 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 form of the letter delivered to the 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 hereby agrees to indemnify each Market Maker, and if applicable, contribute to each such Market Maker, in accordance with the terms of Section 7 hereof. (g) The Company will comply with the provisions of this Section 11 at its own expense and will reimburse the Market Makers for their expenses associated with this Section 11 (including fees of counsel); provided that -------- the Company shall not be obligated to reimburse the Market Makers for their expenses associated with this Section 11 (excluding, for these purposes, any reimbursement obligation pursuant to Section 7 hereof), to the extent such expenses exceed $10,000 per annum. (h) 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 Securities and the Exchange Securities and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any indemnified party. (i) For purposes of this Section 11, any reference to the terms "amend", "amendment" or "supplement" with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the transactions contemplated hereby; and (iii) cause filing under the Exchange Act on or after the date the Registration Statement is converted to Form S-3 of any document deemed to be taken all additional actions necessary for Sub incorporated therein by reference. (j) The Company shall have no further obligations under this Section 11 to adopt 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 business of making a market in securities of the type issued by the Company under the Indenture ("Market Making") and approve this Agreement and each of the transactions contemplated herebyMarket Makers shall be obligated to provide the Company with a Market Maker Termination Notice as soon as reasonably practicable following the date such Market Maker ceases Market Making.

Additional Agreements. 6.1 Preparation The provisions of this Annex 1 are in addition to, and do not supersede, the provisions of the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. (a) As soon as practicable following the acceptance for payment of Personal Services, Confidentiality, and payment for shares of Company Common Stock by Sub in the Offer, the Company Inventions Agreement between you and Parent shall prepare and file with the SEC the Proxy StatementAvantor. The Company shall use its best efforts to respond to all SEC comments with respect to the Proxy Statement and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable date. The Company, Parent and Sub, shall take all reasonable actions necessary or advisable to cause the Merger to be approved by shareholders and to effect the Merger. (b) The Company will, as soon as practicable following the Proxy Trigger Date, duly call, give notice of, convene and hold the Company Stockholders Meeting for the purpose of approving this Agreement and the transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall MUTUAL WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (iRATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH PARTY TO THIS LETTER AGREEMENT (INCLUDING AVANTOR) cause Sub promptly HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS LETTER AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES HEREUNDER. 1. I understand that any payments or benefits paid or granted to submit me under the “Severance/Restrictive Covenants” section of the Letter Agreement represent, in part, consideration for signing this General Release and are not salary, wages or benefits to which I was already entitled. I understand and agree that I will not receive the payments and benefits specified in the “Severance/Restrictive Covenants” section of the Letter Agreement unless I execute this General Release and do not revoke this General Release within the transactions contemplated hereby for approval time period permitted hereafter or breach this General Release. I also acknowledge and adoption represent that I have received all payments and benefits that I am entitled to receive (as of the date hereof) by its parent virtue of any employment by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated herebyCompany.

Additional Agreements. 6.1 Section 5.1 Preparation of the Form S-4 and the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Stockholder Meeting. (a) Form S-4/Proxy Statement. As soon as practicable following the acceptance for payment date of and payment for shares of Company Common Stock by Sub in the Offerthis Agreement, the Company shall prepare the Proxy Statement and Parent shall prepare and file with the SEC the Form S-4, in which the Proxy StatementStatement will be included as a prospectus. Each of the Company and Parent shall use commercially reasonable efforts (i) to cause the Form S-4 and the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC, (ii) to promptly notify the other of, cooperate with each other with respect to, and respond promptly to any comments of the SEC or its staff, (iii) to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and (iv) to keep the Form S-4 effective through the Closing in order to permit the consummation of the Transactions. The Company shall use its best commercially reasonable efforts to respond to all SEC comments with respect to the Proxy Statement and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable date. The Company, Parent and Sub, shall take all reasonable actions necessary or advisable to cause the Merger to be approved by shareholders and to effect the Merger. (b) The Company willstockholders, as soon as practicable following the Proxy Trigger Date, duly call, give notice of, convene and hold the Company Stockholders Meeting for the purpose of approving this Agreement and the transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon promptly as practicable after the expiration Form S-4 is declared effective under the Securities Act. No filing of, or amendment or supplement to, the Form S-4 will be made by Parent, and no filing of, or amendment or supplement to the Proxy Statement will be made by the Company or Parent, in each case, without providing the other party and its respective counsel the reasonable opportunity to review and comment thereon and giving due consideration to such comments. Notwithstanding the immediately preceding sentence, the Company may amend or supplement the Proxy Statement to effect a Company Adverse Recommendation Change. The parties shall notify each other promptly of the Offerreceipt of any comments from the SEC or its staff and any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its representatives, without on the one hand, and the SEC or its staff on the other hand, with respect to the Proxy Statement, the Form S-4 or the Merger. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. 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 the Form S-4 or the Proxy Statement, so that any of such documents would not include any misstatement of a meeting material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information must be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated hereby.

Additional Agreements. 6.1 4.1 Preparation of Proxy Statement and Schedule 13E-3; the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Shareholders Meeting. (a) As soon as practicable following the acceptance for payment date of and payment for shares of Company Common Stock by Sub in the Offerthis Agreement, the Company and Parent shall prepare and file with the SEC the Proxy StatementStatement and the Schedule 13E-3. The Each of the Company and Parent shall use its best commercially reasonable efforts to respond to all SEC comments with respect to the Proxy Statement and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable date. The Company, Parent and Sub, shall take all reasonable actions necessary or advisable to cause the Merger to be approved by shareholders and to effect the Mergeras promptly as practicable. (b) The Subject to Section 4.4, the Company willshall, as soon as practicable following the Proxy Trigger Datedate of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the "Company Stockholders Meeting Shareholders Meeting") for the purpose of approving this Agreement and the transactions contemplated herebyobtaining shareholder approval. At In connection with such meeting, the Company Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly prepare and file with the SEC, use its commercially reasonable efforts to submit have cleared by the SEC and thereafter mail to its shareholders as promptly as practicable the Proxy Statement and all other proxy materials for such meeting, which Proxy Statement shall include the opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ Partners LLC, as to the fairness of the Merger Consideration to the shareholders of the Company (other than Parent and its Affiliates), as required by Section 1203 of the CGCL, (ii) use its commercially reasonable efforts to obtain the necessary approvals by its shareholders of this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) otherwise comply with all legal requirements applicable to such meeting. Subject to Section 4.4(b), the Company shall, through its Board of Directors, recommend to its shareholders that they approve the transactions contemplated by this Agreement; provided, however, that except in connection with an Acquisition Proposal, in which case the provisions of Section 4.4(b) shall apply, the Board of Directors of the Company may withdraw, modify or change such recommendation and shall be released of its obligations set forth above in Section 4.1(b)(ii) if it (A) determines in good faith, based upon the advice of outside counsel, that making such recommendation, or the failure to so withdraw, modify or change its recommendation, could reasonably be deemed to cause the members of the Board of Directors to breach their fiduciary duties under applicable law, (B) otherwise complies with this Agreement and (C) subject to compliance with applicable securities laws, gives Parent (x) notice of its decision to invoke this Section 4.1(b), including the reasons for its decision, and (y) a reasonable opportunity to discuss this decision with the Board of Directors. (c) Except as required by Section 6.2(c), Parent shall vote or cause to be taken voted all additional actions necessary for Sub to adopt and approve this Agreement and the shares of Company Common Stock owned of record by Parent or any of its Subsidiaries in favor of the transactions contemplated herebyby this Agreement.

Additional Agreements. 6.1 4.1 Preparation of Form S-4 and the Joint Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders MeetingInformation Supplied. (a) As soon as practicable following the acceptance for payment date of and payment for shares of Company Common Stock by Sub in the Offerthis Agreement, the Company and Parent Conseco shall prepare and file with the SEC the Joint Proxy StatementStatement and Conseco shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. The Each of the Company and Conseco shall use its best efforts to respond to all SEC comments with respect to have the Proxy Statement and Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company will use its best efforts to cause the Joint Proxy Statement to be mailed to the Company's stockholders at the earliest practicable date. The Companystockholders, Parent and Sub, shall take all reasonable actions necessary or advisable Conseco will use its best efforts to cause the Merger Joint Proxy Statement to be approved by shareholders mailed to Conseco's stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Conseco shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Conseco Common Stock in the Merger and to effect the MergerCompany shall furnish all information concerning the Company and the holders of the Common Stock as may be reasonably requested in connection with any such action. (b) The Company agrees that none of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (i) the Form S-4 will, as soon as practicable following at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Joint Proxy Trigger DateStatement will, duly call, give notice of, convene and hold at the Company date it is first mailed to the Company's stockholders or at the time of the Stockholders Meeting for (as defined in Section 4.2), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the purpose statements therein, in light of approving this Agreement the circumstances under which they are made, not misleading. The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the transactions contemplated hereby. At rules and regulations thereunder, except with respect to statements made or incorporated by reference therein based on information supplied by Conseco or LPG Acquisition specifically for inclusion or incorporated by reference in the Company Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the MergerJoint Proxy Statement. (c) Notwithstanding the foregoing clauses (a) and (b), in the event Conseco agrees that Parent or any other Subsidiary of Parent shall acquire at least 90% none of the outstanding shares of Company Common Stock information supplied or to be supplied by Conseco or LPG Acquisition specifically for inclusion or incorporation by reference in (i) the Offer, the parties hereto agreeForm S-4 will, at the request time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of Suba material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; or (ii) cause the shares Joint Proxy Statement will, at the date the Joint Proxy Statement is first mailed to Conseco's stockholders or at the time of capital stock the Conseco Stockholders Meeting (as defined in Section 4.2), contain any untrue statement of Sub a material fact or omit to state any material fact required to be voted for adoption and approval stated therein or necessary in order to make the statements therein, in light of this Agreement the circumstances under which they are made, not misleading. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the transactions contemplated hereby; rules and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement regulations promulgated thereunder and the transactions contemplated herebyJoint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder, except with respect to statements made or incorporated by reference in either the Form S-4 or the Joint Proxy Statement based on information supplied by the Company specifically for inclusion or incorporation by reference therein.

Additional Agreements. 6.1 Preparation The parties agree to execute the attached Reaffirmation of Separation and General Release Agreement (Exhibit B) on the Separation Date. In addition, Fivel agrees to adhere to his continuing obligations to the Company pursuant to Article X (Confidentiality; Noncompetition) of the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. Employment Agreement, and the parties agree that all of the restrictions on Fivel’s activities, as set forth therein, shall be applicable and in full force and effect through the later of the later of: (a) As soon as practicable following the acceptance for payment of and payment for shares of Company Common Stock by Sub in the OfferApril 30, the Company and Parent shall prepare and file with the SEC the Proxy Statement. The Company shall use its best efforts to respond to all SEC comments with respect to the Proxy Statement and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable date. The Company, Parent and Sub, shall take all reasonable actions necessary 2013; or advisable to cause the Merger to be approved by shareholders and to effect the Merger. (b) The Company willthe end of the “Consulting Term” (as such term is defined in the Consulting Agreement). In consideration of the Company’s promises, as soon set forth in this Agreement, Fivel agrees to comply with his obligations as practicable following the Proxy Trigger Dateset forth in this Agreement, duly calland he agrees to give up, give notice ofrelease, convene and hold the Company Stockholders Meeting for the purpose of approving this Agreement and the transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause waive all of Fivel’s Claims against the shares Released Parties, and each of Company Common Stock then owned by Parent and Sub them, as well as all other actions, causes of action, claims or demands that he may have against the Released Parties, and any of their Subsidiaries them, except as specifically provided in Paragraph 4 (Exclusions). Fivel acknowledges and agrees that the consideration set forth above includes all amounts for damages or affiliates other amounts owed to him of any kind, costs, and attorneys’ fees and expenses. Fivel also agrees that he shall not bring any lawsuits against the Company relating to the claims that he has given up, released, and waived, nor will he allow any suit to be voted in favor brought on his behalf. The consideration described above constitutes full and fair consideration for the release of Fivel’s Claims. Fivel acknowledges that the Merger. (c) Notwithstanding Company is not otherwise obligated to provide the foregoing clauses (a) consideration set forth above to him. Fivel also acknowledges that he has received all other forms of compensation and (b)payments, in the event of whatever kind, that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, may be due to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of him by the Company, other than as set forth in accordance Paragraph 4 (Exclusions). Each party agrees to reimburse the other party for any cost, loss, or expense, including, but not limited to, reasonable attorneys’ fees and expenses, awards or judgments, resulting from his/its failure to perform his/its obligations under this Agreement, plus legal interest. Fivel hereby relinquishes any and all rights to employment with Section 253 the Company after the Separation Date. In exchange for the consideration provided to Fivel by the Company, Fivel also agrees not to make any disparaging or negative statements about the Company. Fivel also agrees that he shall not, directly or indirectly, take any action which has the effect of harming the Released Parties or interfering with their relationships (contractual or otherwise) with any entity or person, including, but not limited to, any employee or customer of the DGCLReleased Parties, or other entity with which the Company has a business relationship. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated hereby.

Additional Agreements. 6.1 Preparation of the Section 6.01 Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders MeetingStatement and Schedule 13E-3. (a) As soon as practicable following the acceptance for payment date of and payment for shares of Company Common Stock by Sub this Agreement, but in any event within twenty (20) Business Days after the Offerdate hereof, the Company Company, with the assistance of Parent and Parent Merger Sub, shall prepare a proxy statement relating to the authorization and file approval of this Agreement, the Plan of Merger and the Transactions by the shareholders of the Company by the Requisite Company Vote including a notice convening the Shareholders Meeting in accordance with the Company’s articles of association (such proxy statement and notice, as amended or supplemented, being referred to herein as the “Proxy Statement”). Concurrently with the preparation of the Proxy Statement, the Company, Parent and Merger Sub shall jointly prepare and cause to be filed with the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 relating to the authorization and approval of this Agreement, the Plan of Merger and the Transactions by the shareholders of the Company (such Schedule 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3”). Parent and Merger Sub shall timely furnish all information as the Company may reasonably request in connection with such actions and preparation of the Proxy StatementStatement and the Schedule 13E-3. The Company Each of the Company, Parent and Merger Sub shall use its reasonable best efforts so that the Proxy Statement and the Schedule 13E-3 will comply in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Each of the Company, Parent and Merger Sub shall use its reasonable best efforts to respond promptly to all any comments of the SEC comments with respect to the Proxy Statement and the Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to cause the Company in the preparation, filing and distribution of the Proxy Statement, the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and the Schedule 13E-3, the Company shall promptly notify Parent and Merger Sub and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the SEC and its staff, on the other hand. Prior to be mailed filing the Schedule 13E-3 or mailing the Proxy Statement (or in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable period of time to review and comment on such document or response and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith. If at any time prior to the Shareholders Meeting, any information relating to the Company's stockholders at , Parent, Merger Sub or any of their respective Affiliates, officers or directors, is discovered by the earliest practicable date. The Company, Parent and Sub, shall take all reasonable actions necessary or advisable Merger Sub that should be set forth in an amendment or supplement to cause the Merger Proxy Statement or the Schedule 13E-3 so that the Proxy Statement or the Schedule 13E-3 will not contain any untrue statement of a material fact or omit to state any material fact required to be approved stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and the Company shall file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by applicable Law, disseminate to the shareholders of the Company. Nothing in this ‎Section 6.01 is intended to restrict or preclude the Company Board or the Special Committee from effecting a Change in the Company Recommendation on the terms and subject to effect the Mergercondition set forth in this Agreement. (b) The Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Proxy Statement, the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as soon as practicable following of the Proxy Trigger Datetime such documents (or any amendment thereof or supplement thereto) are mailed to the holders of Shares and at the time of the Shareholders Meeting, duly callcontain any untrue statement of a material fact, give notice ofor omit to state any material fact required to be stated therein in order to make the statements therein, convene in light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and hold the Company Stockholders Meeting further agrees that all documents that such party is responsible for filing with the purpose of approving this Agreement SEC in connection with the Merger will comply as to form and substance in all material respects with the transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all applicable requirements of the shares of Company Common Stock then owned by Parent and Sub Securities Act, the Exchange Act and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of their Subsidiaries a material fact, or affiliates omit to state any material fact required to be voted stated therein in favor order to make the statements therein, in light of the Merger. (c) Notwithstanding circumstances under which they were made, not misleading. If at any time prior to the foregoing clauses (a) and (b)Effective Time, in the any event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offercircumstance relating to Parent, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of Sub or the Company, or their respective officers or directors, should be discovered which should be set forth in accordance with Section 253 an amendment or a supplement to the Proxy Statement or the Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the DGCLcircumstances under which they are made, not misleading, the party discovering such event or circumstance shall promptly inform the other parties and an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC and disseminated to the shareholders of the Company to the extent required by Law; provided, that prior to such filing, the Company and Parent, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereon. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated hereby.

Additional Agreements. Section 6.1 Preparation of the Proxy StatementStatement and Schedule 13E-3; Company Stockholders Meeting; Merger without a Company Stockholders Shareholders Meeting. (a) As soon promptly as reasonably practicable following the acceptance for payment of and payment for shares of Company Common Stock by Sub in the OfferAgreement Date, the Company and Parent shall prepare and file shall, with the SEC cooperation and assistance of the Parent Parties, prepare a proxy statement to be sent to the Company’s shareholders relating to the authorization and approval (as applicable) of this Agreement, the Plan of Merger and the Transactions by the shareholders of the Company by the Company Shareholder Approval, including a notice convening the Company Shareholders Meeting in accordance with the Company Articles of Association (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). The Company shall use its best efforts establish a record date for the Company Shareholders Meeting in a manner to respond enable the record date for the Company Shareholders Meeting to all SEC comments be set so that such Company Shareholders Meeting will be duly called and held in accordance with respect the Company Articles of Association as soon as reasonably practicable following clearance of the Schedule 13E-3 by the SEC. Parent will furnish to the Proxy Statement Company all information reasonably requested by the Company concerning the Parent Parties, and to cause provide such other assistance, as the Company may reasonably request in connection with the preparation, filing and distribution of the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable date. The Company, Parent and Sub, shall take all reasonable actions necessary or advisable to cause the Merger to be approved by shareholders and to effect the MergerStatement. (b) The Company and the Parent Parties will cooperate to (i) concurrently with the preparation of the Proxy Statement, jointly prepare and the Company shall file, with the SEC a Rule 13e-3 Transaction Statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the “Schedule 13E-3”) relating to the Transactions, which will include the Proxy Statement as an exhibit, and furnish to each other all information concerning such Party as may be reasonably requested in connection with the preparation of the Schedule 13E-3; (ii) respond as promptly as reasonably practicable to any comments received from the SEC with respect to the Schedule 13E-3, including the Proxy Statement, and consult with each other prior to providing such response; (iii) as promptly as reasonably practicable, prepare and file any amendments necessary to be filed in response to any such comments; (iv) use its reasonable best efforts to have cleared by the staff of the SEC the Schedule 13E-3; and (v) to the extent required by applicable Law, as promptly as reasonably practicable prepare and file any amendment to the Schedule 13E-3. Each Party will promptly notify the other Parties upon the receipt of any comments from the SEC in respect of the Schedule 13E-3 or any other filings associated with the Transactions, including the Proxy Statement or any beneficial ownership reports, or any request from the SEC for amendments to the Schedule 13E-3 or other associated filings, and will provide the other Parties with copies of all correspondence between such Party and its Representatives, on the one hand, and the SEC, on the other hand. Each of the Company and the Parent Parties shall use its reasonable best efforts so that the Schedule 13E-3 will comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder. (c) If prior to the Effective Time any change occurs with respect to information supplied by any Parent Party for inclusion in the Proxy Statement and/or the Schedule 13E-3 that is required by Law to be described in an amendment of the Proxy Statement and/or an amendment to the Schedule 13E-3, as applicable, such Party will reasonably promptly notify the Company of such change, and the Parent Parties and the Company will cooperate in the prompt filing with the SEC of any necessary amendment to the Proxy Statement and/or an amendment to the Schedule 13E-3, as applicable, and as required by Law, in disseminating the information contained in such amendment to the Company’s shareholders. Nothing in this Section 6.1(c) will limit the obligations of any Party under Section 6.1(a). (d) If prior to the Effective Time any event occurs with respect to the Company or any Company Subsidiary, or any change occurs with respect to other information supplied by the Company for inclusion in the Proxy Statement and/or the Schedule 13E-3, that is required by Law to be described in an amendment of the Proxy Statement and/or an amendment to the Schedule 13E-3, the Company will reasonably promptly notify the Parent Parties of such event, and the Company and the Parent Parties will cooperate in the prompt filing with the SEC of any necessary amendment to the Proxy Statement and/or an amendment to the Schedule 13E-3, as applicable, and as required by Law, in disseminating the information contained in such amendment or supplement to the Company’s shareholders. Nothing in this Section 6.1(d) will limit the obligations of any Party under Section 6.1(a). (e) The Company will, as soon promptly as reasonably practicable following after the SEC confirms it has no further comments on the Schedule 13E-3, including the Proxy Trigger DateStatement, duly call, give notice of, convene and hold the Company Stockholders Shareholders Meeting for the purpose of (i) seeking the Company Shareholder Approval, (ii) if required, seeking approval of an adjournment proposal and (iii) seeking approval of any other proposal necessary for authorizing and approving (as applicable) this Agreement and consummating the transactions contemplated herebyTransactions. At Except as permitted in Section 6.1(f), the Company Stockholders will not adjourn the Company Shareholders Meeting without the prior written consent of Parent. The Company will use reasonable best efforts to (A) promptly cause the Proxy Statement to be mailed to the Company’s shareholders; and (B) except if an Adverse Recommendation Change has been made as permitted by Section 5.5(d) and remains in effect, solicit the Company Shareholder Approval, including by retaining the services of a recognized proxy solicitor. The Company Board, acting at the recommendation of the Special Committee, and the Special Committee will recommend to the Company’s shareholders that they give the Company Shareholder Approval (the “Company Recommendation”) and will include such recommendation in the Proxy Statement and the Schedule 13E-3, in each case, unless the Company Board (acting at the recommendation of the Special Committee) or the Special Committee has validly made an Adverse Recommendation Change as permitted by Section 5.5(d) that is still in effect. The Company agrees that, unless this Agreement is terminated in accordance with its terms prior thereto, its obligations to hold the Company Shareholders Meeting pursuant to this Section 6.1 will not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Alternative Proposal, by the making of any Adverse Recommendation Change by the Company Board (acting at the recommendation of the Special Committee) or the Special Committee or by any other development; provided, however, that if the public announcement of an Adverse Recommendation Change or the delivery of notice by the Company to Parent pursuant to Section 5.5(d)(i) occurs less than 10 Business Days prior to the Company Shareholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries will be entitled to postpone or affiliates adjourn the Company Shareholders Meeting to be voted a date not more than 10 Business Days after the date such Company Shareholders Meeting had previously been scheduled (but in favor of no event to a date after the Mergerdate that is six (6) Business Days before the End Date (as defined below)). (cf) Notwithstanding The foregoing provisions of this Section 6.1 notwithstanding, the foregoing clauses Company will have the right to make one or more postponements or adjournments of the Company Shareholders Meeting (ai) and to ensure that any amendment to the Proxy Statement and/or amendment to the Schedule 13E-3 required under applicable Law is timely provided to the shareholders of the Company within a reasonable amount of time, in the good faith judgment of the Company Board or the Special Committee (bafter consultation with outside counsel), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% advance of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholderShareholders Meeting; (ii) cause if required by applicable Law or a request from the shares SEC or its staff; or (iii) if, on a date for which the Company Shareholders Meeting is scheduled, the Company has not received proxies representing a sufficient number of capital stock of Sub Common Shares to obtain the Company Shareholder Approval, whether or not a quorum is present; provided that (A) no single such postponements or adjournment is for more than 10 Business Days except as may be voted for adoption and approval of this Agreement and the transactions contemplated herebyrequired by applicable Laws; and (B) in the case of clause (iii), the Company Shareholders Meeting is not postponed or adjourned by more than 30 days after the date for which the Company Shareholders Meeting was originally scheduled without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed so long as the Company Shareholders Meeting is postponed or adjourned to (x) a date that is not more than 60 days after the date on which the Company Shareholders Meeting was originally scheduled and (y) a date that is not less than five (5) Business Days prior to the End Date) and that the Company will, and will cause its proxy solicitor to, use reasonable best efforts to solicit such additional proxies (or presence and affirmative vote in person of the Company’s shareholders at the Company Shareholders Meeting) as expeditiously as reasonably possible, it being understood that time shall be taken all additional actions necessary for Sub to adopt and approve this Agreement and of the transactions contemplated herebyessence.

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

Additional Agreements. 6.1 (a) Preparation of the Proxy Statement; Company Stockholders MeetingS-4 Registration Statement; Merger without a Company Stockholders MeetingValley Forge Shareholders Meeting and Registration Expenses. (ai) As soon promptly as reasonably practicable following the acceptance for payment date of this Agreement, Valley Forge and payment for shares of Company Common Stock by Sub in the Offer, the Company and Parent Synergetics shall prepare and file with the SEC mutually acceptable proxy materials which shall constitute the Proxy Statement/Prospectus (such proxy statement/prospectus, and any amendments or supplements thereto, the "Proxy Statement/Prospectus") and Valley Forge shall prepare and file a registration statement on Form S-4 with respect to the issuance of the Synergetics Merger Consideration pursuant to this Agreement (the "Form S-4"). The Company 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 applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. Valley Forge and Synergetics shall use its reasonable best efforts to respond have the Form S-4 declared effective by the SEC as promptly as practicable after the date hereof and to all SEC keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. Valley Forge shall, as promptly as practicable after receipt thereof, provide Synergetics copies of any written comments and advise Synergetics of any oral comments, with respect to the Proxy Statement Statement/Prospectus received from the SEC and shall provide Synergetics with a reasonable opportunity to review and comment on any and all correspondence between Valley Forge or any of its representatives, on the one hand, and the SEC, or its staff or any other governmental officials, on the other hand, with respect to the Form S-4, the Proxy Statement/Prospectus or the Merger and will provide Synergetics with copies of any such correspondence. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Proxy Statement/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 Statement Statements/Prospectus to be mailed to the Company's stockholders at the earliest practicable date. The CompanyValley Forge stockholders, Parent and Sub, shall take all Synergetics will use reasonable actions necessary or advisable best efforts to cause the Merger Proxy Statement/Prospectus to be approved by shareholders and mailed to effect the Merger. (b) The Company willSynergetics' stockholders, in each case, as soon as reasonably practicable following after the Form S-4 is declared effective under the Securities Act. Each Party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the 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 Proxy Trigger Date, duly 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 the Company Stockholders Meeting a meeting of their respective stockholders on a date as soon as reasonably practicable for the purpose of approving obtaining the Requisite Valley Forge Stockholder Approval, and the Requisite Synergetics Stockholder Approval with respect to the adoption of this Agreement and and, with respect to Valley Forge, the transactions contemplated herebyReincorporation. At The Parties hereby agree to cause their respective Boards of Directors to recommend that their respective stockholders approve the Company Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b)Merger and, in the event that Parent or any other Subsidiary case of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the OfferValley Forge, the parties hereto agreeReincorporation. 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, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, warranty or covenant contained in accordance with Section 253 of the DGCLthis Agreement. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated hereby.

Additional Agreements. 6.1 Section 7.1. Preparation of the Form S-4 and the Joint Proxy Statement/Prospectus; Company Stockholders Meeting; Merger without a Company Stockholders MeetingMeetings. (a) As soon promptly as practicable following the acceptance for payment of date hereof, Parent and payment for shares of the Company Common Stock by Sub in shall jointly prepare and file with the OfferSEC preliminary proxy materials and any amendments or supplements thereof which shall constitute the joint proxy statement/prospectus (such proxy statement/prospectus, and any amendments or supplements thereto, the Company "Joint Proxy Statement/Prospectus") and Parent shall prepare and file with the SEC the Proxy Statement. The Company shall use its best efforts to respond to all SEC comments Registration Statement on Form S-4 with respect to the issuance of Parent Common Stock in the Merger (the "Form S-4") in which the Joint Proxy Statement Statement/Prospectus will be included as a prospectus. The Form S-4 and the Joint Proxy Statement/Prospectus shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act. Each of Parent and the Company shall use all reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after filing it with the SEC and to cause keep the Form S-4 effective as long as is necessary to consummate the Merger. The parties shall promptly provide copies, consult with each other and prepare written responses with respect to any written comments received from the SEC with respect to the Form S-4 and the Joint Proxy Statement Statement/Prospectus and promptly advise the other party of any oral comments received from the SEC. Parent agrees that none of the information supplied or to be mailed supplied by Parent for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Company Shareholders Meeting or the Parent Shareholders Meeting, will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company agrees that none of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Company Shareholders Meeting or the Parent Shareholders Meeting, will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. For purposes of the foregoing, it is understood and agreed that information concerning or related to Parent and the Parent Shareholders Meeting will be deemed to have been supplied by Parent and information concerning or related to the Company and the Company Shareholders Meeting shall be deemed to have been supplied by the Company's stockholders at the earliest practicable date. The Company, Parent and Sub, shall take all reasonable actions necessary or advisable to cause the Merger to be approved by shareholders and to effect the Merger. (b) As of the date of this Agreement, the Board of Directors of Parent is composed of three classes with a total of nine directors. The Joint Proxy Statement/Prospectus shall nominate for election to the Board of Directors of Parent, as of the date of the Parent Shareholders Meeting (as hereinafter defined), the two persons listed in Exhibit A hereto. Promptly following the Effective Time, the three directors listed in Exhibit B shall resign from the Board of Directors of Parent, and the Board of Directors of Parent shall take action to fill the vacancies created by such 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) The Company willshall, as soon promptly as practicable following the Proxy Trigger Dateexecution of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the "Company Stockholders Meeting Shareholders Meeting") for the purpose of approving this Agreement and obtaining the required Company shareholder vote with respect to the transactions contemplated hereby. At by this Agreement, and, subject to Section 7.4, shall use its reasonable efforts to solicit the adoption of this Agreement by the required Company Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLshareholder vote. (d) Parent shall shall, as promptly as practicable following the execution of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (ithe "Parent Shareholders Meeting") cause Sub promptly for the purpose of obtaining the required Parent shareholder vote with respect to submit this Agreement and the transactions contemplated hereby for approval and adoption by this Agreement and, subject to Section 7.5, shall use its parent by written consent of sole stockholder; (ii) cause reasonable efforts to solicit the shares of capital stock of Sub to be voted for adoption and approval of this Agreement by the required Parent shareholder vote. (e) The Company Shareholders Meeting and the transactions contemplated hereby; and (iii) cause Parent Shareholders Meeting shall take place on the same date to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated herebyextent practicable.

Additional Agreements. Section 6.1 Preparation of the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders MeetingPREPARATION OF FORM S-4 AND THE PROXY STATEMENT/PROSPECTUS. (a) As soon promptly as practicable following after the acceptance for payment execution of and payment for shares of Company Common Stock by Sub in the Offerthis Agreement, the Company and Parent shall cooperate with each other regarding, and, prepare and file with the SEC SEC, a proxy statement/prospectus (together with any amendments thereof or supplements thereto, the “Proxy Statement/Prospectus”) relating to the meeting of the Company’s stockholders to be held to consider approval of the Merger (the “Company Voting Proposal”), and Parent shall prepare and file a registration statement on Form S-4 (in which the Proxy Statement/Prospectus will be included) pursuant to which the issuance of Parent Common Shares, if any, to be issued in the Merger will be registered under the Securities Act (the “Registration Statement”). Subject to the provisions of Section 6.4, the Proxy Statement/Prospectus shall include the recommendation of the Company Board to the stockholders of the Company in favor of approval this Agreement and the Merger (the “Company Recommendation”). The Company and Parent will cause the Proxy Statement/Prospectus and the Registration Statement to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Each of Parent and the Company shall use its best all reasonable efforts to respond to all SEC comments with respect to have or cause the Proxy Statement Statement/Prospectus to be cleared by the SEC and to cause the Registration Statement to become effective as promptly as practicable. Without limiting the generality of the foregoing, each of the Company and Parent shall cause its respective officers, directors, employees, financial advisors, agents or other representatives (“Representatives”) to fully cooperate with the other party and its respective Representatives in the preparation of the Proxy Statement/Prospectus and the Registration Statement, and shall, upon request, furnish the other party with all information concerning it and its Affiliates as the other may deem reasonably necessary or advisable in connection with the preparation of the Proxy Statement/Prospectus and the Registration Statement. Parent shall use commercially reasonable best efforts to take all actions required under any applicable federal or state securities or Blue Sky Laws in connection with the issuance of Parent Common Shares pursuant to the Merger, if any, and will pay all filing fees incident thereto. As promptly as practicable after the Registration Statement becomes effective, the Company shall cause the Proxy Statement/Prospectus to be mailed to the Company's stockholders at the earliest practicable date. The Company, Parent and Sub, shall take all reasonable actions necessary or advisable to cause the Merger to be approved by shareholders and to effect the Mergerits stockholders. (b) The Without limiting the generality of the foregoing, prior to the Effective Time (i) the Company will, and Parent shall notify each other as soon promptly as practicable following upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, the Proxy Trigger DateStatement/Prospectus or the Registration Statement, duly call, give notice of, convene and hold (ii) the Company Stockholders Meeting and Parent shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC on, or of any written or oral request by the SEC for amendments or supplements to, the purpose Proxy Statement/Prospectus or the Registration Statement, and shall promptly supply the other with copies of approving this Agreement all correspondence between it or any of its Representatives and the transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all SEC with respect to any of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Mergerforegoing filings. (c) Notwithstanding Prior to the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% mailing of the outstanding shares of Company Common Stock in the OfferProxy Statement/Prospectus, the parties hereto agree, at Company shall designate The ▇▇▇▇▇▇ Group or another agent reasonably acceptable to Parent to act as the request solicitor for the purpose of Sub, to take all necessary and appropriate action to cause soliciting proxies from the Merger to become effective, as soon as practicable after Company’s stockholders for the expiration approval of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLCompany Voting Proposal. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated hereby.

Additional Agreements. SECTION 6.1 Preparation of the Registration Statement on Form S-4 and Joint Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting/Prospectus. (a) As soon as practicable following the acceptance for payment execution of and payment for shares of Company Common Stock by Sub in the Offerthis Agreement, the Company and Parent IOI shall use all commercially reasonable efforts to prepare and file with the SEC, and make effective under the Securities Act as promptly as practicable following such filing, a registration statement on Form S-4 (the "S-4") (including, without limitation, the preparation of all audited or unaudited consolidated financial statements of the Company and the preparation of all pro forma financial information required to be included in the S-4). The S-4 shall register the issuance of all IOI Common Stock and Series A and Series B Warrants issued to the Company's stockholders in the Merger. At the time the S-4 is filed with the SEC and at all times subsequent thereto (through and including the Effective Time), the Company and IOI shall take all actions necessary so that the S-4 does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. (b) As soon as practicable following the execution of this Agreement, the Company and IOI shall use all commercially reasonable efforts to prepare and file with the SEC a joint proxy statement relating to a meeting of the holders of Company Securities and a meeting of the holders of IOI Securities to approve the Merger (such joint proxy statement as amended or supplemented from time to time being hereinafter referred to as the "JOINT PROXY STATEMENT/PROSPECTUS"), such Joint Proxy Statement/Prospectus to be included in the S-4. The Each of the Company and IOI shall use its best commercially reasonable efforts to respond to all SEC comments with respect to the Proxy Statement and to cause the Joint Proxy Statement to be mailed to shareholders of the Company's stockholders Company and shareholders of IOI at the earliest practicable date. The Company, Parent and Sub, shall take all reasonable actions necessary or advisable to cause the Merger to be approved by shareholders and to effect the Merger. (b) The Company will, in each case as soon promptly as practicable following after the Proxy Trigger Date, duly call, give notice of, convene and hold S-4 is declared effective under the Company Stockholders Meeting for the purpose of approving this Agreement and the transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the MergerSecurities Act. (c) Notwithstanding The Company shall furnish to IOI all information concerning the foregoing clauses (a) Company and (b), its shareholders and shall take such other action as IOI may reasonably request in connection with the event that Parent or any other Subsidiary S-4 and the issuance of Parent shall acquire at least 90% of the outstanding shares of Company IOI Common Stock in Stock. If at any time prior to the OfferEffective Time any event or circumstance relating to IOI, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, any shareholder or their respective officers, directors, employees, consultants or contractors should be discovered by such party which should be set forth in accordance with Section 253 of an amendment or a supplement to the DGCLS-4, such party shall promptly inform the other thereof and take appropriate action in respect thereof. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated hereby.

Additional Agreements. 6.1 SECTION 7.01. Preparation of the Proxy Statement, the Newco Form S-4 and the Newco Form 8-A; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. (a) As soon as practicable following the acceptance for payment date of this Agreement, the Company shall (i) prepare the Proxy Statement, the Newco Form S-4 and payment for shares of Company Common Stock by Sub the Newco Form 8-A and (ii) file the Proxy Statement, the Newco Form S-4 and the Newco Form 8-A with the SEC. The Proxy Statement will be included as a prospectus in the Offer, Newco Form S-4. Each of the Company and Parent shall prepare use its reasonable best efforts to have the Newco Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Each of the Company and file with the SEC the Proxy Statement. The Company Parent shall use its reasonable best efforts to respond to all SEC comments with respect to the Proxy Statement and to cause the Proxy Statement to be mailed to the Company's stockholders at as promptly as practicable after the earliest practicable dateNewco Form S-4 is 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 is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance and distribution of Newco Common Stock in the Merger. Parent shall furnish all information concerning Parent, the Transactions, the Transaction Agreements and the Commercial Agreements and shall provide all other assistance and cooperation as may be reasonably requested by the Company in connection with the preparation, filing and distribution of the Proxy Statement and the Newco Form S-4 and any other action described in this Section 7.01(a). The Companyparties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement, Parent the Newco Form S-4 or the Newco Form 8-A or for additional information and Subshall supply each other with copies of all correspondence between it or any of its Representatives, shall take all reasonable actions necessary on the one hand, and the SEC or advisable its staff on the other hand, with respect to cause the Merger to be approved by shareholders and to effect Proxy Statement, the Newco Form S-4, the Newco Form 8-A, the Merger, the other Transactions, the Transaction Agreements or the Commercial Agreements. Each of the Company and Parent shall use its reasonable best efforts to respond as promptly as practicable to any such comments or requests of the SEC. If at any time prior to receipt of the Company Stockholder Approval there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Newco Form S-4 or the Newco Form 8-A, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement, and Parent shall cooperate in connection therewith. The Company shall not mail any Proxy Statement, the Newco Form S-4 or the Newco Form 8-A or any amendment or supplement thereto, to which Parent reasonably objects in a timely manner. (b) The Company willshall, as soon promptly as practicable following the Proxy Trigger Datedate of this Agreement (taking into account any delays reasonably required as a result of the occurrence of any event described in the last sentence of this clause (b)), duly call, give notice of, convene and hold a meeting of its stockholders (the "Company Stockholders Meeting Meeting") for the purpose of approving this Agreement and the transactions contemplated hereby. At seeking the Company Stockholders MeetingStockholder Approval. The Company shall, Parent through the Company Board, recommend to its stockholders that they give the Company Stockholder Approval, except to the extent that the Company Board shall cause all have withdrawn or modified its approval or recommendation of this Agreement, the Restructuring or the Merger as permitted by Section 6.02(b). Without limiting the generality of the shares foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 7.01(b) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company Common Stock then owned of any Company Takeover Proposal or (ii) the withdrawal or modification by Parent and Sub and any the Company Board of their Subsidiaries its approval or affiliates to be voted in favor recommendation of this Agreement, the Restructuring or the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated hereby.

Additional Agreements. 6.1 Preparation of the Proxy StatementSECTION 5.1 PREPARATION OF FORM S-4 AND THE PROXY STATEMENT; Company Stockholders Meeting; Merger without a Company Stockholders MeetingSTOCKHOLDERS' MEETING. (a) As soon promptly as reasonably practicable following after the acceptance for payment execution of this Agreement, (i) the Company shall prepare and payment for shares file with the SEC a proxy statement relating to the meeting of the Company's stockholders to be held to obtain the Company Common Stock by Sub in the OfferStockholder Approval (together with any amendments thereof or supplements thereto, the Company "PROXY STATEMENT") and (ii) Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the "FORM S-4") in which the Proxy 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 issued to the stockholders of the Company pursuant to the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the Form S-4 to become effective as promptly as 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. 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 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 Merger or the 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 practicable after the Form S-4 shall have become effective, the Company and Parent shall mail the Proxy Statement to the Company's stockholders. (b) Parent agrees promptly to advise the Company if at any time prior to the meeting of stockholders of the Company to approve the Merger any information 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 stockholders of the Company. (c) The Company agrees promptly to advise Parent if at any time prior to the meeting of its stockholders 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 the Company. (d) As soon as reasonably practicable following the date of this Agreement, the Company shall call and hold a meeting of its stockholders (the "COMPANY STOCKHOLDERS' MEETING") for the purpose of obtaining the Company Stockholder Approval. The Company shall use its best efforts to respond to all SEC comments with respect to the Proxy Statement solicit from its stockholders proxies, and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable date. The Company, Parent and Sub, shall take all reasonable actions other action necessary or advisable to cause secure the Merger vote or consent of stockholders required by applicable law or otherwise to be approved by shareholders and to effect the Merger. (b) The Company will, as soon as practicable following the Proxy Trigger Date, duly call, give notice of, convene and hold obtain the Company Stockholders Meeting for Stockholder Approval and through its Board of Directors shall (subject to their fiduciary duties) recommend to its stockholders the purpose giving of approving this Agreement and the transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the MergerStockholder Approval. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated hereby.

Additional Agreements. 6.1 Preparation of SECTION 7.1 - Joint Proxy Statement and the Proxy Registration ------------------------------------------ Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. (a) As soon promptly as practicable following after the acceptance for payment execution and delivery of and payment for shares of Company Common Stock by Sub in the Offer--------- this Agreement, the Company and Parent Parties shall prepare and file with the SEC SEC, and shall use all reasonable efforts to have cleared by the SEC, and promptly thereafter shall mail to the holders of record of shares of Telco Common Stock and EXCEL Common Stock, the Joint Proxy Statement. The Company , provided, however, that EXCEL and Telco shall use its best efforts -------- ------- not mail or otherwise furnish the Joint Proxy Statement to respond 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 all SEC comments 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 satisfactory to Telco and customary in scope and substance for "cold comfort" letters delivered by independent public accountants in connection with registration statements on Form S-4 with respect to the financial statements of EXCEL included in the Joint Proxy Statement and the Registration Statement; and (v) EXCEL shall have received a letter of Deloitte & Touche, dated a date within two business days prior to cause the date of the first mailing of the Joint Proxy Statement, and addressed to EXCEL, in form and substance reasonably satisfactory to EXCEL and customary in scope and substance for "cold comfort" letters delivered by independent public accountants in connection with registration statements on Form S-4 with respect to the financial statements of Telco included in the Joint Proxy Statement to be mailed to and the Company's stockholders at the earliest practicable date. The Company, Parent and Sub, shall take all reasonable actions necessary or advisable to cause the Merger to be approved by shareholders and to effect the MergerRegistration Statement. (b) The Company will, Parties will use their respective best efforts to cause the letters referred to in clauses (iv) and (v) above to be delivered and will cooperate in the preparation of the Joint Proxy Statement and the Registration Statement and in having the Registration Statement declared effective as soon as practicable following the Proxy Trigger Date, duly call, give notice of, convene and hold the Company Stockholders Meeting for the purpose of approving this Agreement and the transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Mergerpracticable. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated hereby.

Additional Agreements. 6.1 5.1 Preparation of the Form S-4, Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. (a) As soon promptly as practicable following the acceptance for payment date of this Agreement, Newco and payment for shares of Company Common Stock by Sub in the Offershall prepare, the Company and Parent Newco shall prepare and file with the SEC SEC, the Form S-4, in which the Proxy StatementStatement will be included as a prospectus. The Each of Newco and Company shall use its best all reasonable efforts to respond to all SEC comments with respect 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 Form S-4 conforms in both form and substance to the requirements of the Securities Act, and (ii) the Proxy Statement conforms in both form and substance to the requirements of the Exchange Act. Company shall use reasonable best efforts to cause the Proxy Statement to be mailed to holders of Company Common Stock as promptly as practicable after the Company's stockholders at the earliest practicable date. The Company, Parent and Sub, shall take all reasonable actions necessary or advisable to cause the Merger to be approved by shareholders and to effect the MergerForm S-4 is declared effective. (b) The If at any time prior to the Effective Time there shall occur (i) any event with respect to Company willor any of its Subsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Newco, 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 described in an amendment of, or a supplement to, the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as soon required by law, disseminated to the stockholders of Company. (c) Each of Company and Newco shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and the other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between Company or any of its representatives, or Newco or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. Company and Newco shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. Company and Newco shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) Company shall, as promptly as practicable following after the Proxy Trigger DateForm S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold Company Stockholders Meeting in accordance with the DGCL for the purpose of obtaining Company Stockholder Approval and subject to Section 4.3, the 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 Company 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 this the Agreement and the transactions contemplated hereby. At Merger and nothing contained herein shall be deemed to relieve Company of such obligation, provided, however, that if the Board of Directors of Company Stockholders Meetingshall have effected a Change in Company Recommendation in accordance with this Agreement, Parent shall cause all then in submitting this Agreement to Company’s stockholders, the Board of Directors of Company may submit this Agreement to Company’s stockholders without recommendation (although the resolutions adopting this Agreement as of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries date hereof may not be rescinded or affiliates to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (bamended), in which event the event that Parent or any other Subsidiary Board of Parent shall acquire at least 90% of the outstanding shares Directors of Company Common Stock may communicate the basis for its lack of a recommendation to Company’s stockholders in the OfferProxy Statement or an appropriate amendment or supplement thereto to the extent required by law. If required by applicable law or stock exchange requirements, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, or if Parent elects in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly its discretion to submit this Agreement and the transactions contemplated hereby to its stockholders or Newco stockholders for approval, Parent and/or Newco, as applicable, shall submit this Agreement to their respective shareholders for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub at a special meeting to be voted for adoption held as promptly as practicable following effectiveness of the Form S-4 and on the timing described in Section 5.1(e), and by approving execution of this Agreement the Board of Directors of Parent agrees that it shall, at the time any proxy statement soliciting approval of this Agreement and the transactions contemplated herebyhereby is mailed to the stockholders of Parent, recommend that Parent’s stockholders vote for such approval, and it shall cause the Board of Directors of Newco to recommend that Newco’s stockholder vote for such approval; and (iii) cause provided that Parent’s determination as to be taken all additional actions necessary for Sub to adopt and approve whether it shall submit this Agreement to its and/or Newco’s stockholders for approval shall be made prior to the initial filing of the Form S-4. (e) Company, Newco and Parent shall coordinate and cooperate with respect to the transactions contemplated herebytiming 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. SECTION 6.1 Preparation of the Form S-4 and the Joint Proxy Statement; Company Stockholders Meeting; Merger without a Company Meeting and Parent Stockholders Meeting. (a) As soon as practicable (i) Parent and the Company shall jointly prepare and cause to be filed with the SEC (and use commercially reasonable efforts to do so within thirty (30) Business Days following the acceptance for payment date of this Agreement) a joint proxy statement to be sent to the stockholders of Parent and payment for shares the stockholders of the Company Common Stock by Sub relating to the Parent Stockholders Meeting and the Company Stockholders Meeting (together with any amendments or supplements thereto, the “Joint Proxy Statement”) and (ii) Parent shall prepare and cause to be filed with the SEC (and use commercially reasonable efforts to do so within thirty (30) Business Days following the date of this Agreement) the Form S-4, in which the OfferJoint Proxy Statement will be included as a prospectus, and Parent shall use its commercially reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Form S-4 effective as long as is necessary to consummate the Transactions. The parties will cause the Joint Proxy Statement and the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and other applicable Law. Each of the Company and Parent shall prepare furnish all information concerning such Person and file its Affiliates to the other, and provide such other assistance, as may be reasonably requested in connection with the SEC preparation, filing and distribution of the Form S-4 and Joint Proxy Statement. The Each of the Company and Parent shall promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 or Joint Proxy Statement and shall provide the other with drafts of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. Each of the Company and Parent shall use its best commercially reasonable efforts to respond as promptly as reasonably practicable to all any comments from the SEC comments with respect to the Form S-4 or Joint Proxy Statement. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto (in each case, other than any filing, amendment or supplement in connection with a Company Adverse Recommendation Change or Parent Adverse Recommendation Change), each of the Company and Parent (i) shall provide the other a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response), (ii) shall include in such document or response all comments reasonably proposed by the other and (iii) shall not file or mail such document or respond to the SEC prior to receiving the approval of the other, which approval shall not be unreasonably withheld, conditioned or delayed. Each of the Company and Parent shall advise the other, promptly after receipt of notice thereof, of the time of effectiveness of the Form S-4, the issuance of any stop order relating thereto or the suspension of the qualification of the Merger Consideration for offering or sale in any jurisdiction, and each of the Company and Parent shall use its commercially reasonable efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. None of the Company, Parent, Merger Sub or any of their respective Representatives shall agree to participate in any material or substantive meeting or conference (including by telephone) with the SEC, or any member of the staff thereof, in respect of the Joint Proxy Statement or the Form S-4 unless it consults with the other party in advance and, to the extent permitted by the SEC, allows the other party to participate. Each of the Company and Parent shall use its commercially reasonable efforts to take any other action required to be taken by it under the Securities Act, the Exchange Act, the DGCL and the rules of the NYSE in connection with the filing and distribution of the Joint Proxy Statement and the Form S-4, and the solicitation of proxies from the stockholders of each of the Company and Parent thereunder. Parent shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities Act, the Exchange Act, any applicable state securities or “blue sky” laws and the rules and regulations thereunder in connection with the Transactions. (b) If prior to the Effective Time, any event occurs with respect to Parent or any Parent Subsidiary, or any change occurs with respect to other information supplied by Parent for inclusion in the Joint Proxy Statement or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement or the Form S-4, so that either such document would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, Parent shall promptly notify the Company of such event, and the Company and Parent shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Joint Proxy Statement or the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to Parent’s stockholders and the Company’s stockholders. Nothing in this Section 6.1(b) shall limit the obligations of any party under Section 6.1(a). (c) If prior to the Effective Time, any event occurs with respect to the Company or any Company Subsidiary, or any change occurs with respect to other information supplied by the Company for inclusion in the Joint Proxy Statement or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement or the Form S-4, so that either such document would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company shall promptly notify Parent of such event, and the Company and Parent shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Joint Proxy Statement or the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to Parent’s stockholders and the Company’s stockholders. Nothing in this Section 6.1(c) shall limit the obligations of any party under Section 6.1(a). (d) Parent shall, as soon as reasonably practicable following the date of this Agreement, duly call, give notice of, convene and hold the Parent Stockholders Meeting to seek the Parent Stockholder Approvals. Parent shall use its commercially reasonable efforts to (i) cause the Joint Proxy Statement to be mailed to the Company's Parent’s stockholders at the earliest practicable date. The Company, Parent and Sub, shall take all reasonable actions necessary or advisable to cause the Merger to be approved by shareholders and to effect hold the MergerParent Stockholders Meeting as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act and (ii) solicit the Parent Stockholder Approval. Parent shall, through the Parent Board, recommend to its stockholders that they give the Parent Stockholder Approval and shall include such recommendation in the Joint Proxy Statement, except to the extent that the Parent Board shall have made a Parent Adverse Recommendation Change as permitted by Section 5.4(d). (be) The Company willshall, as soon as reasonably practicable following the Proxy Trigger Datedate of this Agreement, duly call, give notice of, convene and hold the Company Stockholders Meeting for to seek the purpose Company Stockholder Approvals. The Company shall use its commercially reasonable efforts to (i) cause the Joint Proxy Statement to be mailed to the Company’s stockholders and to hold the Company Stockholders Meeting as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act and (ii) solicit the Company Stockholder Approval. The Company shall, through the Company Board, recommend to its stockholders that they give the Company Stockholder Approval and shall include such recommendation in the Joint Proxy Statement, except to the extent that the Company Board shall have made a Company Adverse Recommendation Change as permitted by Section 5.3(d). (f) The Company shall use its commercially reasonable efforts to hold the Company Stockholders Meeting on the day of approving this Agreement the Parent Stockholders Meeting, and Parent shall use its commercially reasonable efforts to hold the transactions contemplated hereby. At Parent Stockholders Meeting on the day of the Company Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent in each case, subject to Section 6.1(d) and Sub and any of their Subsidiaries or affiliates to be voted in favor of the MergerSection 6.1(e). (cg) Notwithstanding Promptly following the foregoing clauses (a) and (b)execution of this Agreement, Parent, in its capacity as the event that Parent or any other Subsidiary sole stockholder of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Merger Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit adopt this Agreement and furnish a true and complete copy of such adoption to the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated herebyCompany.

Additional Agreements. 6.1 Preparation of the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting.The Borrower further agrees that: (a) As soon as practicable following the acceptance for payment of and payment for shares of Company Common Stock by Sub in the OfferOn or before September 12, the Company and Parent 2016, it shall prepare and file with deliver to the SEC Administrative Agent and the Proxy StatementLenders a reasonably detailed term sheet (the “Term Sheet”). The Company Term Sheet shall use its best efforts (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 “Investors”), and describe in reasonable detail any other capital raising activities and plans relating to respond to all SEC comments with respect equity or debt financing, (ii) summarize in reasonable detail the outstanding due diligence items that have been requested or planned by each of the Investors, (iii) confirm and provide reasonable evidence to the Proxy Statement Administrative Agent that the Borrower’s conflicts committee, board of directors, management and to cause the Proxy Statement to be mailed all Investors have confirmed to the Company's stockholders at Borrower that such Persons are authorized and able to consummate the earliest practicable date. The Companytransactions described in the Term Sheet not later October 31, Parent 2016 and Sub(iv) describe in reasonable detail any contemplated contribution by Azure Holdings GP, shall take all reasonable actions necessary LLC to the Borrower and each sale, merger, business combination or advisable other transaction, including asset descriptions, projections and financial information relating to cause the Merger to be approved by shareholders and to effect the Mergerany such contemplated transactions. (b) The Company willOn or before September 12, as soon as practicable following 2016, it shall deliver to the Proxy Trigger DateAdministrative Agent and the Lenders a reasonably detailed business plan, duly callsupporting short-term and long-term financial projections and use of funds (the “Business Plan”), give notice which shall include (i) a management retention plan, (ii) a two-year capital plan, including contingencies for various price environments, (iii) a tax analysis of each restructuring alternative described in Section 5(a) and (iv) a separation plan describing the actions required for a separation of, convene among other things, the personnel and hold operations of Azure Holdings GP, LLC and its subsidiaries from the Company Stockholders Meeting for the purpose of approving this Agreement Borrower and the transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Mergerits Subsidiaries. (c) Notwithstanding the foregoing clauses (a) and (b), existence of the Waiver Period or anything contained herein or in the event that Parent Credit Agreement or any the Loan Documents to the contrary, the Loans and other Subsidiary of Parent Secured Obligations outstanding shall acquire bear interest at least 90% the applicable rate per annum set forth in Section 5.1(b) of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLCredit Agreement. (d) Parent Notwithstanding anything contained herein or in the Credit 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 agreements of the Lenders set forth in this Agreement, the 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) cause Sub promptly to submit this Agreement is payable in U.S. dollars in immediately available funds, free and the transactions contemplated hereby clear of, and without deduction for, any and all present or future applicable taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto (with appropriate gross-up for approval and adoption by its parent by written consent of sole stockholder; withholding taxes), (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and is not refundable under any circumstances, (iii) cause will not be subject to be taken all additional actions necessary for Sub to adopt counterclaim, defense, setoff or otherwise affected, and approve this Agreement (iv) is deemed fully earned by such Lender once its signature page is delivered as provided herein and the transactions contemplated herebyAmendment No. 5 Effective Date has occurred.

Additional Agreements. 6.1 Preparation of the Proxy Statement5.1 PREPARATION OF FORM S-4 AND PROXY STATEMENT/PROSPECTUS; Company Stockholders Meeting; Merger without a Company Stockholders MeetingCOMPANY STOCKHOLDERS MEETING. (a) As soon promptly as practicable following the acceptance for payment of date hereof, Parent and payment for shares of Company Common Stock by Sub in shall prepare and file with the OfferSEC preliminary proxy materials which shall constitute the Proxy Statement/ Prospectus (such proxy statement/prospectus, and any amendments or supplements thereto, the Company "PROXY STATEMENT/PROSPECTUS") and Parent shall prepare and file with the SEC a registration statement on Form S-4 with respect to the issuance of Parent Common Stock in the Merger (the "FORM S-4"). The Proxy Statement/ Prospectus will be included in the Form S-4 as Parent's prospectus. The Form S-4 and the Proxy Statement/Prospectus shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act. Each of Parent and the Company shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after filing with the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger. Parent and the Company shall, as promptly as practicable after receipt thereof, provide copies of any written comments received from the SEC with respect to the Proxy Statement/ Prospectus to the other party and advise the other party of any oral comments with respect to the Proxy Statement/Prospectus received from the SEC. The Company shall use its reasonable best efforts to respond to all SEC comments with respect to the Proxy Statement and to cause the Proxy Statement Statement/Prospectus to be mailed to the Company's stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Share Issuance and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. Each of the Company and Parent will inform the other party, promptly after it receives notice thereof, of any request by the SEC for the amendment of the Form S-4 or the Proxy Statement/Prospectus, as the case may be, or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Company. Parent agrees that none of the information supplied or to be supplied by Parent for inclusion or incorporation by reference in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the earliest practicable datetime of mailing thereof and at the time of the Company Stockholders Meeting, will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or be false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders Meeting which has become false or misleading. The Company agrees that none of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Company Stockholders Meeting, will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or be false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders Meeting which has become false or misleading. For purposes of the foregoing, it is understood and agreed that information concerning or related to Parent will be deemed to have been supplied by Parent and information concerning or related to the Company and the Company Stockholders Meeting shall be deemed to have been supplied by the Company. Each of the Company and Parent will provide Parent or the Company, respectively, with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement/Prospectus and the Form S- 4, respectively, prior to filing such with the SEC, and will provide the other party with a reasonable number of copies of all such filings made with the SEC. No amendment or supplement to the information supplied by Parent and Subor the Company for inclusion in the Proxy Statement/Prospectus shall be made without the approval of Parent or the Company, which approval shall take all reasonable actions necessary not be unreasonably withheld or advisable to cause the Merger to be approved by shareholders and to effect the Mergerdelayed. (b) The Company willshall, as soon promptly as practicable following the Proxy Trigger Dateexecution of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the Company Stockholders Meeting "COMPANY STOCKHOLDERS MEETING") for the purpose of approving obtaining the Required Company Vote with respect to the adoption of this Agreement and (PROVIDED that it is understood that it is the transactions contemplated hereby. At intention of the Company Stockholders Meetingthat the Company Stockholder Meeting will, Parent to the extent reasonably practicable, be scheduled such that it shall cause occur reasonably proximate to the Effective Time), and shall take all lawful action to solicit the adoption of this Agreement by the Required Company Vote, and subject to SECTION 5.4 and without limiting its rights under SECTION 7.1(f), the Board of Directors of the shares Company shall recommend adoption of Company Common Stock then owned this Agreement by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 . Without limiting the generality of the DGCL. (d) Parent shall (i) cause Sub promptly foregoing and without limiting its rights pursuant to submit this Agreement SECTIONS 5.4 and 7.1(f), the transactions contemplated hereby for approval and adoption by Company agrees that its parent by written consent of sole stockholder; (ii) cause obligations pursuant to the shares of capital stock of Sub to be voted for adoption and approval first sentence of this Agreement and SECTION 5.1(b)shall not be affected by the transactions contemplated hereby; and commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated herebyas defined in SECTION 5.4(b)).

Additional Agreements. 6.1 Preparation of the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. (a) The Registration Statement, the PNT Proxy Statement and ------------------------------------------------------- the SUG Proxy Statement. As soon as practicable following after the acceptance date ----------------------- hereof, PNT and SUG shall take such reasonable steps as are nec- ▇▇▇▇▇▇ for payment of the prompt preparation and payment for shares of Company Common Stock by Sub in the Offer, the Company and Parent shall prepare and file filing with the SEC of (i) the PNT Proxy Statement by PNT, (ii) the SUG Proxy Statement by SUG and (iii) the Registration Statement, which will include in- formation contained in the PNT Proxy Statement, by SUG. The Company foregoing shall use its best efforts include without limitation: (i) obtaining and furnishing the information required to respond be included therein, (ii) after consultation between PNT and SUG, responding promptly to all any comments made by the SEC comments with respect to the PNT Proxy State- ment, the SUG Proxy Statement and the Registration Statement and any amendments and preliminary version thereof and (iii) causing the Registration Statement to cause become effective, the PNT Proxy Statement to be mailed to PNT's shareholders at the Companyearliest practicable date and the SUG Proxy Statement to be mailed to SUG's stockholders shareholders at the earliest practicable date. The CompanyPNT agrees, Parent as to information with respect to PNT, its officers, directors, shareholders and SubSubsidiaries contained in the Registration Statement, shall take all reasonable actions necessary the PNT Proxy Statement and the SUG Proxy Statement, and SUG agrees, as to information with respect to SUG, its offi- cers, directors, shareholders and Subsidiaries contained in the Registration Statement, the PNT Proxy Statement and the SUG Proxy Statement, that such information, in the case of the PNT Proxy Statement at the time of the mailing of the PNT Proxy Statement and (as then amended or advisable to cause supplemented) at the Merger time of the PNT Meeting, in the case of the SUG Proxy Statement, at the time of the mailing of the SUG Proxy Statement and (as then amended or supplemented) at the time of the SUG Meeting or in the case 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 required to be approved stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. No representation, warranty, covenant or agreement is made by shareholders and or on behalf of PNT with respect to effect information supplied by any other party for inclusion in the Merger. (b) The Company willPNT Proxy Statement, as soon as practicable following the SUG Proxy Trigger DateStatement or the Registration Statement. No representation, duly callwarranty, give notice covenant or agreement is made by or 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, convene 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 hold 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 the Company Stockholders Meeting for the purpose of approving this Agreement and the transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and Effec- tive Time any information relating to any party hereto or any of their Subsidiaries respective officers, directors, shareholders or affiliates Subsidi- aries, should be discovered by any party hereto which should be set forth in an amendment or supplement to be voted the PNT Proxy State- ment, the SUG Proxy Statement or the Registration Statement so that the PNT Proxy Statement, the SUG Proxy Statement or the Registration Statement would not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in favor light of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b)circumstances under which they were made, in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offernot misleading, the parties party which discovers such information shall promptly notify the other party hereto agreeand an appropriate amendment or supplement describing such informa- tion shall be promptly prepared, at filed with the request of SubSEC and, to take all necessary and appropriate action the extent required by law, disseminated to cause the Merger to become effectiveshareholders of PNT and/or the shareholders of SUG, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLmay be necessary. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated hereby.

Additional Agreements. 6.1 Preparation Subject to the terms and conditions herein provided, prior to the Closing each of the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. (a) As soon 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 information subject to the confidentiality request. Omissions are designated as practicable following the acceptance for payment *. A complete version of and payment for shares of Company Common Stock by Sub in the Offer, the Company and Parent shall prepare and file this exhibit has been filed separately with the SEC the Proxy StatementSecurities and Exchange Commission. The Company shall resolutions, assignments, consents and other agreements called for hereunder, and to use its their best efforts to respond take, or cause to be taken, all SEC comments with respect to the Proxy Statement action and to do, or cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable date. The Companydone, Parent and Suball things necessary, shall take all reasonable actions necessary proper or advisable to cause the Merger to be approved by shareholders consummate and to effect the Merger. (b) The Company will, make effective as soon promptly as practicable following the Proxy Trigger Date, duly call, give notice of, convene and hold the Company Stockholders Meeting for the purpose of approving transactions contemplated by this Agreement and to cooperate with each other in connection with the transactions contemplated herebyforegoing. At the Company Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby * Confidential treatment has been requested for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval portions of this Agreement exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. By: /s/ R▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ R▇▇▇ ▇▇▇▇▇▇▇▇ Dated: October 10, 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 this exhibit. The copy filed herewith omits the transactions contemplated hereby; information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and (iii) cause Exchange Commission. * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to be taken all additional actions necessary the 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 Sub portions of this exhibit. The copy filed herewith omits the information subject to adopt the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and approve Exchange Commission. * Confidential treatment has been requested for portions of this Agreement exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and the transactions contemplated herebyExchange Commission.

Additional Agreements. 6.1 Section 6.01. Preparation of the Proxy StatementStatement and Schedule 13E-3; Company Stockholders Meeting; Merger without a Company Stockholders Shareholders Meeting. (a) As soon reasonably promptly as practicable following the acceptance for payment date of and payment for shares of Company Common Stock by Sub in the Offerthis Agreement, the Company and Parent shall prepare and file cause to be filed with the SEC a proxy statement to be sent to the Company’s shareholders relating to the Company Shareholders Meeting (together with any amendments or supplements thereto, the “Proxy Statement”). Parent shall furnish all information concerning Parent and its Affiliates to the Company, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement, and the Proxy Statement shall include all information reasonably requested by the Company to be included therein. The Company shall reasonably promptly notify Parent upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand. The Company shall use its reasonable best efforts to respond as reasonably promptly as practicable to all any comments from the SEC comments with respect to the Proxy Statement Statement, and Parent will cooperate in connection therewith. Notwithstanding the foregoing, prior to cause filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to be mailed any comments of the SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on the Company's stockholders at Proxy Statement or response (including the earliest practicable date. The Company, Parent proposed final version of the Proxy Statement or response) and Sub, (ii) shall take consider in good faith all reasonable actions necessary or advisable to cause the Merger to be approved comments proposed by shareholders and to effect the MergerParent. (b) The Company willand 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 soon 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 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, Parent shall reasonably promptly notify the Company of such change, and Parent and the Company shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement or the Schedule 13E-3, as applicable, and as required by Law, in disseminating the information contained in such amendment or supplement to the Company’s shareholders. Nothing in this Section 6.01(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 event, and the Company shall as reasonably promptly as practicable following file any necessary amendment or supplement to the Proxy Trigger DateStatement or the Schedule 13E-3, as applicable, with the SEC and, as required by Law, disseminate the information contained in such amendment or supplement to the Company’s shareholders. Nothing in this Section 6.01(d) shall limit the obligations of any party under Section 6.01(a). (e) 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 Stockholders Shareholders Meeting for the purpose of approving this Agreement and the transactions contemplated hereby. At (i) seeking the Company Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) Shareholder Approval; and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, ii) in accordance with Section 253 14A of the DGCL. (d) Parent Exchange Act and the applicable SEC rules issued thereunder, seeking advisory approval of a proposal to the Company’s shareholders for a non-binding, advisory vote to approve certain compensation that may become payable to the Company’s named executive officers in connection with the completion of the Merger. The Company shall use its reasonable best efforts to (i) cause Sub promptly the Proxy Statement to submit this Agreement be mailed to the Company’s shareholders; and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause subject to Section 5.04(d), solicit the shares 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 capital stock any Alternative Proposal, by the making of Sub 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 voted 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 adoption and approval which the Company Shareholders Meeting is then scheduled (as set forth in the Proxy Statement), (A) there will be an insufficient number of this Agreement and Company Shares present (either in person or by proxy) to constitute a quorum necessary to conduct the transactions contemplated hereby; and business of the Company Shareholders Meeting or (B) there will be an insufficient number of proxies to obtain the Company Shareholder Approval, or (iii) cause such adjournment, recess, reconvening or postponement is required by Law, or (y) Parent reasonably requests such adjournment, recess, reconvening or postponement. The Company shall keep Parent updated with reasonable frequency with respect to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated herebyproxy solicitation results.

Additional Agreements. 6.1 Preparation of the Proxy StatementSECTION 6.01. PREPARATION OF FORM F-4 AND PROXY STATEMENT/PROSPECTUS OR INFORMATION STATEMENT/PROSPECTUS; Company Stockholders Meeting; Merger without a Company Stockholders MeetingSTOCKHOLDERS MEETING/WRITTEN CONSENT. (a) As If required by Law in order to consummate the Merger, as soon as practicable following the acceptance for payment expiration of and payment for shares of Company Common Stock by Sub in the Offer, Parent and the Company and Parent shall prepare and file with the SEC (i) a post-effective amendment to the Form F-4 for the offer and sale of the Parent ADSs pursuant to the Merger and in which a proxy statement prepared by the Company and Parent relating to the Company Stockholders Meeting (as amended or supplemented from time to time, the "PROXY STATEMENT") or an information statement prepared by the Company and Parent pursuant to Rule 14c-2 under the Exchange Act (as amended or supplemented from time to time, the "INFORMATION STATEMENT"), as applicable, which will contain the information required under Rule 13e-3 under the Exchange Act, will be included as a prospectus (the "POST-EFFECTIVE AMENDMENT") and (ii) together with Merger Sub, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Merger (as supplemented or amended, the "SCHEDULE 13E-3"). Each of the Company and Parent shall notify the other (and each shall also notify the Special Committee and its counsel) promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Post-Effective Amendment, the Proxy Statement, the Information Statement or the Schedule 13E-3 or for additional information and shall supply the 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 Post-Effective Amendment, the Proxy Statement, the Information Statement or the Schedule 13E-3. The Each of the Company and Parent shall use its reasonable best efforts to respond as promptly as practicable to all any comments of the SEC comments with respect thereto. No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to, the Post-Effective Amendment, the Proxy Statement, the Information Statement or the Schedule 13E-3 will be made by either party, without providing the other party a reasonable opportunity to review and comment thereon. Each of the Company and Parent shall use its reasonable best efforts to have the Post-Effective Amendment declared effective under the Securities Act as promptly as practicable after its filing. The Company will use its reasonable best efforts to cause the Proxy Statement or Information Statement, as applicable, to be mailed to holders of the Company's stockholders at capital stock as promptly as practicable after the earliest practicable datePost-Effective Amendment is declared effective under the Securities Act. The Company, Parent and Sub, shall also take all reasonable actions necessary any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or advisable to cause the Merger file a general consent to service of process) required to be approved by shareholders taken under any applicable state securities laws in connection with the issuance of Parent ADSs pursuant to the Offer and to effect the Merger, and the Company shall furnish all information concerning the Company and its stockholders as may be reasonably requested in connection with any such action and the preparation, filing and/or distribution of the Proxy Statement, the Information Statement and the Schedule 13E-3. 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 Post-Effective Amendment, the Proxy Statement, the Information Statement or the Schedule 13E-3, so that any of such documents would not include a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated by the Company to holders of the Company's capital stock. (b) The If required by Law in order to consummate the Merger, the Company willshall establish, prior to or as soon as practicable following the Proxy Trigger Datedate upon which the Post-Effective Amendment becomes effective, a record date (which shall be prior to or as soon as practicable following the date upon which the Post-Effective Amendment becomes effective), and either duly call, give notice of, convene and hold a meeting of holders of the Company's capital stock (the "COMPANY STOCKHOLDERS MEETING") or follow all required procedures in soliciting consents from holders of Company Stockholders Meeting Common Stock, for the purpose of approving this Agreement and the transactions contemplated hereby. At seeking the Company Stockholders MeetingStockholder Approval, Parent as applicable. In such event, the Proxy Statement or the Information Statement, as the case may be, shall cause all include a description of the shares recommendations referred to in Section 3.03(b), and neither the Company Board nor any committee thereof shall withdraw or modify, or propose to withdraw or modify such recommendations or related approval; PROVIDED, HOWEVER, that the Company Board or the Special Committee may determine not to make such recommendations or such recommendations may be withdrawn or modified to the extent that the Special Committee determines in good faith, after consultation with outside legal counsel, that such recommendations would be inconsistent with its fiduciary duties to stockholders of the Company Common Stock then owned under applicable law. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 6.01(b) shall not be affected by Parent and Sub and any the withdrawal or modification by either the Company Board or the Special Committee of their Subsidiaries its approval or affiliates to be voted in favor recommendation of this Agreement, the Offer or the Merger. (c) Notwithstanding the foregoing clauses (a) and (b)foregoing, in the event that Parent if Parent, Merger Sub or any other Subsidiary subsidiary of Parent (other than the Company or any of its subsidiaries) shall acquire at least 90% of the outstanding shares of each class of capital stock of the Company Common Stock in entitled to vote on a merger and if permitted by Section 253 of the OfferDGCL, at Parent's sole discretion, the parties hereto agree, at the request of Sub, to shall take all necessary and appropriate action to cause the Merger to become effective, effective as soon as practicable after the expiration of the Offer, Offer without a stockholders meeting of stockholders of the Company, or written consent in accordance with Section 253 of the DGCLDGCL (a "SHORT-FORM MERGER"). (d) Parent shall (i) cause Merger Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the vote any shares of capital stock Company Common Stock owned by it and not held in the Voting Trust in favor of Sub to be voted for the adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated herebyAgreement, if applicable.

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

Additional Agreements. 6.1 Preparation of the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders MeetingSection 6.01 Schedule 13E-3. (a) As soon as practicable following the acceptance for payment date of and payment for shares of Company Common Stock by Sub this Agreement, but in any event within fifteen (15) Business Days after the Offerdate hereof, the Company Company, Parent and Parent Merger Sub shall jointly prepare and file cause to be filed with the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 (such Schedule 13E-3, as amended or supplemented, being referred to herein as the Proxy Statement“Schedule 13E-3”). The Company Each of the Company, Parent and Merger Sub shall use its reasonable best efforts to ensure that the Schedule 13E-3 complies in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Each of the Company, Parent and Merger Sub shall use its reasonable best efforts to respond promptly to all any comments of the SEC comments with respect to the Proxy Statement Schedule 13E-3. Each of Parent and to cause the Proxy Statement to be mailed Merger Sub shall provide reasonable assistance and cooperation to the Company's stockholders at Company in the earliest practicable datepreparation, filing and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. The CompanyUpon its receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3, the Company shall promptly notify Parent and SubMerger Sub and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the SEC and its staff, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall take 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 reasonable actions necessary additions, deletions or advisable to cause the Merger to be approved changes reasonably proposed by shareholders and to effect the MergerParent in good faith. (b) The Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as soon as practicable following of the Proxy Trigger Datetime such documents (or any amendment thereof or supplement thereto) are mailed to the holders of Shares, duly callcontain any untrue statement of a material fact, give notice ofor omit to state any material fact required to be stated therein in order to make the statements therein, convene in light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and hold the Company Stockholders Meeting further agrees that all documents that such party is responsible for filing with the purpose of approving this Agreement SEC in connection with the Merger will comply as to form and substance in all material respects with the transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all applicable requirements of the shares Securities Act, the Exchange Act and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of Company Common Stock then owned by Parent and 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 the Effective Time, any information, fact or circumstance relating to the Company, Parent, Merger Sub and or any of their Subsidiaries respective Affiliates, or affiliates any of their respective officers or directors, is discovered that should be set forth in an amendment or supplement to the the Schedule 13E-3 so that such Schedule 13E-3 will not contain any untrue statement of a material fact or omit to state any material fact required to be voted stated therein or necessary in favor order to make the statements therein, in light of the Mergercircumstances under which they are made, not misleading, the party that discovers such information, fact or circumstance 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 such to the shareholders of the Company; provided, that prior to such filing, the Company and Parent, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereon. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as As soon as practicable after the expiration of SEC staff confirms that it has no further comments on the OfferSchedule 13E-3 but in any event no later than three (3) days after such confirmation, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent Company shall (i) mail/distribute or cause Sub promptly to submit this Agreement be mailed/distributed the Schedule 13E-3 (together with the Plan of Merger) to the holders of Shares, including Shares represented by ADSs, as of the date of such distribution of the Schedule 13E-3 (the “Record Date”); and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause instruct the shares Depositary to (A) fix the Record Date as the record date for determining the holders of capital stock of Sub ADSs to whom the Schedule 13E-3 will be voted for adoption and approval of this Agreement and mailed/distributed (the transactions contemplated hereby; “Record ADS Holders”) and (iiiB) cause provide the Schedule 13E-3 (together with the Plan of Merger) to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated herebyRecord ADS Holders.

Additional Agreements. 6.1 Preparation of the Proxy StatementSECTION 6.01. PREPARATION OF THE FORM S-4 AND THE PROXY STATEMENT; Company Stockholders Meeting; Merger without a Company Stockholders MeetingSTOCKHOLDER MEETINGS. (a) As soon as practicable following the acceptance for payment date of and payment for shares of Company Common Stock by Sub in the Offerthis Agreement, the Company and Parent shall prepare and file with the SEC the Proxy StatementStatement and the Company and Parent shall prepare and Parent shall file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of the Company and Parent shall use its reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and keep the Form S-4 effective for so long as necessary to consummate the Merger. The Company shall use its best reasonable efforts to respond to all SEC comments with respect to the Proxy Statement and to cause the Proxy Statement to be mailed to the Company's stockholders at of the earliest Company as promptly as practicable dateafter the Form S-4 is declared effective under the Securities Act. The Company, Parent and Sub, shall also take all reasonable actions necessary or advisable to cause the Merger any action required to be approved by shareholders and to effect taken under any applicable state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. (b) The Company will, as soon as practicable following the Proxy Trigger Date, duly call, give notice of, convene and hold the Company Stockholders Meeting for shall furnish all information concerning the purpose of approving this Agreement Company and the transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all holders of the shares of Company Common Stock then owned as may be reasonably requested by Parent in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 will be made by Parent, and Sub no filing of, or amendment or supplement to the Proxy Statement will made by the Company, without providing the other party and its counsel a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their Subsidiaries respective Affiliates, directors or affiliates officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to be voted either the Form S-4 or the Proxy Statement, so that either such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in favor light of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b)circumstances under which they were made, in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offernot misleading, the party which discovers such information shall promptly notify the other parties hereto agree, at and an appropriate amendment or supplement describing such information shall be promptly filed with the request of SubSEC and, to take all necessary and appropriate action the extent required by Law, disseminated to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated hereby.of

Additional Agreements. 6.1 SECTION 6.01. Preparation of the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders MeetingForm S-4. (a) As soon promptly as reasonably practicable following after the acceptance for payment date of this Agreement (but in no event more than 20 Business Days after the date of this Agreement), Parent shall prepare, together with the Company, and payment for cause to be filed with the SEC a registration statement on Form S-4 pursuant to which the offer and sale of shares of Parent Common Stock in the Merger will be registered pursuant to the Securities Act, which will include the proxy statement relating to the Company Shareholder Meeting (together with any amendments or supplements thereto, the “Form S-4”). Parent shall use its reasonable best efforts (i) to have the Form S-4 become effective under the Securities Act as promptly as reasonably practicable after such filing and (ii) to keep the Form S-4 effective as long as necessary to consummate the Transactions. The Company will cause the proxy statement contained in the Form S-4 to be disseminated to the holders of Company Common Stock by Sub in as promptly as reasonably practicable after the OfferForm S-4 has become effective under the Securities Act. Notwithstanding the foregoing, prior to filing the Form S-4, or any amendment or supplement thereto, each of the Company and Parent (i) shall prepare provide the other and/or its counsel an opportunity to review and comment on such document (including the proposed final version of such document), (ii) shall consider in good faith all comments reasonably proposed by the other or its counsel and (iii) shall not file with or mail such document or respond to the SEC prior to receiving the Proxy Statement. The Company approval of the other, which approval shall use its best efforts to respond to all SEC comments with respect to the Proxy Statement and to cause the Proxy Statement to not be mailed to the Company's stockholders at the earliest practicable date. The Companyunreasonably withheld, Parent and Sub, shall take all reasonable actions necessary conditioned or advisable to cause the Merger to be approved by shareholders and to effect the Mergerdelayed. (b) The Company willand Parent will provide for inclusion or incorporation by reference into the Form S-4 all reasonably required information relating to the Company, as soon as practicable following Parent or Merger Sub or their respective affiliates, and the Proxy Trigger Date, duly call, give notice of, convene and hold Form S-4 shall include all information reasonably requested by such other party to be included therein. Parent shall promptly notify the Company Stockholders Meeting for and its counsel of any comments or other communications, whether written or oral, that Parent or its counsel may receive from time to time from the purpose SEC or its staff with respect to the Form S-4, and shall provide the Company with copies of approving this Agreement written correspondence between Parent and its representatives, on the one hand, and the transactions contemplated herebySEC, on the other hand. At Parent shall use its reasonable best efforts to respond as promptly as reasonably practicable to any such comments from the SEC or its staff with respect to the Form S-4, and will use its reasonable efforts to incorporate any reasonable comments of the Company Stockholders Meeting, or its counsel prior to such response. The Company shall use its reasonable best efforts to cooperate with Parent in responding to any such comments from the SEC or its staff with respect to the Form S-4. Parent shall cause all advise the Company, promptly after it receives notice thereof, of the shares time of Company effectiveness of the Form S-4, the issuance of any stop order relating thereto or the suspension of the qualification of the Parent Common Stock then owned by issuable in connection with the Merger for offering or sale in any jurisdiction, and Parent and Sub and shall use its reasonable best efforts to have any of their Subsidiaries such stop order or affiliates suspension lifted, reversed or otherwise terminated. Parent shall also take any other action (other than qualifying to do business in any jurisdiction in which Parent is not now so qualified) required to be voted taken under the Securities Act, the Securities Exchange Act, any applicable foreign or state securities or “blue sky” Laws and the rules and regulations thereunder in favor connection with the issuance of Parent Common Stock in the Merger, and the Company shall furnish all information concerning the Company and the holders of its capital stock as may be reasonably requested in connection with any such actions. (c) Notwithstanding The information provided by Parent and the foregoing clauses Company specifically for use in the Form S-4 shall not, with respect to the information provided by such person, on the date upon which the proxy statement and prospectus contained in the Form S-4 is distributed to the holders of Company Common Stock, 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. Each of the Company and Parent agrees to promptly (ai) correct any information provided by it specifically for use in the Form S-4 if and to the extent that such information shall have become false or misleading in any material respect and (b)ii) supplement the information provided by it specifically for use in the Form S-4 to include any information that shall become necessary in order to make the statements in the Form S-4, in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% light of the outstanding shares circumstances under which they were made, not misleading. Parent further agrees to cause the Form S-4 as so corrected or supplemented promptly to be filed with the SEC and each of the Company and Parent agrees to cause the Form S-4 to be disseminated to the holders of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, (and will use its reasonable efforts to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration incorporate any reasonable comments of the Offer, without a meeting of stockholders of the Companyother party and/or its counsel prior to such filing and dissemination), in accordance with Section 253 of each case as and to the DGCLextent required by applicable Laws. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated hereby.

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

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

Additional Agreements. 6.1 Preparation of the Proxy Statement4.1 PREPARATION OF FORM S-4 AND PROXY STATEMENT/PROSPECTUS; Company Stockholders Meeting; Merger without a Company Stockholders MeetingINFORMATION SUPPLIED. (a) As soon as practicable following the acceptance for payment date of and payment for shares of Company Common Stock by Sub in the Offerthis Agreement, the Company and Parent Chancellor shall prepare and file with the SEC (i) a preliminary Proxy Statement/Prospectus and (ii) a Registration Statement on Form S-4 (the "Form S-4") with respect to the registration of the issuance of shares of Chancellor Common Stock in the Merger, of which the Proxy Statement/Prospectus will form a part. The Company Chancellor shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Chancellor shall use its best efforts to respond to all SEC comments with respect to the Proxy Statement and to cause the Proxy Statement Statement/Prospectus to be mailed to the CompanyChancellor's stockholders at and LIN's stockholders as promptly as practicable after the earliest practicable dateForm S-4 is declared effective under the Securities Act. The CompanyChancellor 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, Parent other than as to matters and Subtransactions relating to the Form S-4, shall take all reasonable actions necessary or advisable in any jurisdiction where it is not so subject) required to cause be taken under any applicable state securities laws in connection with the issuance of the Chancellor Common Stock in the Merger to and LIN shall furnish all information concerning itself and the holders of shares of LIN Common Stock as may be approved by shareholders and to effect the Mergerreasonably requested in connection with any such action. (b) The Company willLIN agrees and represents and warrants that the information supplied or to be supplied by it specifically for inclusion or incorporation by reference in the (i) Form S-4 will not, as soon as practicable following at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (ii) the Proxy Trigger DateStatement/Prospectus will not, duly call, give notice of, convene and hold at the Company date it is first mailed to Chancellor's stockholders or at the time of the Chancellor Stockholders Meeting (as defined in Section 4.2), contain any statement which, at the time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omits to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of a proxy for the purpose of approving this Agreement and the transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries same meeting or affiliates to be voted in favor of the Mergersubject matter thereof which has become false or misleading. (c) Notwithstanding Chancellor agrees and represents and warrants that the foregoing clauses information supplied or to be supplied by it specifically for inclusion or incorporation by reference in (ai) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agreeForm S-4 will not, at the request time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of Suba material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration in light of the Offercircumstances under which they are made, without a meeting of stockholders of the Companynot misleading, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; or (ii) cause the shares Proxy Statement/Prospectus will not, at the date it is first mailed to Chancellor's stockholders or at the time of capital stock the Chancellor Stockholders Meeting, contain any statement which, at the time and in light of Sub the circumstances under which it is made, is false or misleading with respect to be voted 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 adoption and approval the same meeting or subject matter thereof which has become false or misleading. Chancellor agrees that the Form S-4 will comply as to form in all material respects with the requirements of this Agreement the Securities Act and the transactions contemplated hereby; rules and (iii) cause regulations promulgated thereunder and Chancellor agrees that the Proxy Statement/Prospectus will comply as to be taken form in all additional actions necessary for Sub to adopt and approve this Agreement material respects with the requirements of the Exchange Act and the transactions contemplated herebyrules and regulations promulgated thereunder, except in each case with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus supplied by LIN specifically for inclusion or incorporation by reference therein as to which Chancellor assumes no responsibility.

Additional Agreements. 6.1 ‌ Section 6.1. Preparation of the Form S-4 and the Joint Proxy Statement/Prospectus; Company Stockholders Meeting; Merger without a Company Stockholders Meeting.Meetings.‌ (a) As soon as reasonably practicable following the acceptance for payment date of this Agreement, Amedisys and payment for shares of Company Common Stock by Sub in the Offer, the Company and Parent OPCH shall prepare the Form S-4 and the Joint Proxy Statement/Prospectus, and OPCH shall file the Form S-4, which shall include the Joint Proxy Statement/Prospectus as a prospectus, with the SEC the Proxy StatementSEC. The Company parties shall consult each other in connection with setting a preliminary record date for each of the Amedisys Stockholders Meeting and the OPCH Shareholders Meeting and shall commence broker searches pursuant to Section 14a-13 of the Exchange Act in connection therewith. Each of Amedisys and OPCH shall use its reasonable best efforts to respond to all SEC have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Amedisys and OPCH shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Form S-4 or the Joint Proxy Statement Statement/Prospectus received from the SEC. OPCH and Amedisys shall cooperate and provide the other parties with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 or the Joint Proxy Statement/Prospectus prior to filing such with the SEC. No filing of, or amendment or supplement to, the Form S-4 will be made by OPCH, and no filing of, or amendment or supplement to, the Joint Proxy Statement/Prospectus will be made by OPCH or Amedisys, in each case without providing the other with a reasonable opportunity to review and comment (which comments shall be considered by the applicable party in good faith) thereon if reasonably practicable; provided that with respect to documents filed by a party that are incorporated by reference in the 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 the Company's stockholders at the earliest practicable date. The CompanyAmedisys’s stockholders, Parent and Sub, OPCH shall take all use reasonable actions necessary or advisable best efforts to cause the Merger Joint Proxy Statement/Prospectus to be approved 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 shareholders the SEC for amendment of the Form S-4 or the Joint Proxy Statement/Prospectus or comments on the Form S-4 or the Joint Proxy Statement/Prospectus and responses thereto or requests by the SEC for additional information relating thereto. If at any time prior to effect the MergerEffective Time any information relating to Amedisys, OPCH or any of their respective affiliates, officers or directors, should be discovered by Amedisys or OPCH that should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Applicable Law, disseminated to the stockholders of Amedisys and OPCH. (b) The Company willAmedisys shall, as soon promptly as practicable following after the Proxy Trigger DateForm S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold a meeting of its stockholders (the Company “Amedisys Stockholders Meeting Meeting”) in accordance with the DGCL and the rules of the NASDAQ for the purpose of approving obtaining the Amedisys Stockholder Approval and shall, subject to the provisions of Section 5.2(b) and Section 5.2(d), through its Board of Directors, recommend to its stockholders the adoption of this Agreement 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 transactions contemplated hereby. At 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 Company Amedisys Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effectiveOPCH shall, as soon promptly as practicable after the expiration of Form S-4 is declared effective under the OfferSecurities Act, without duly give notice of, convene and hold a meeting of its stockholders of (the Company, “OPCH Stockholders Meeting”) in accordance with Section 253 the DGCL and the rules of the DGCLNASDAQ 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) Parent 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) cause Sub promptly to submit this Agreement 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 transactions contemplated hereby for approval OPCH Stockholder Approvals, respectively, and adoption by its parent by written consent of sole stockholder; (ii) cause take all other action necessary or advisable to secure the shares of capital stock of Sub 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 adoption 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 hereby; 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 (iiiii) cause Amedisys agrees that its obligations pursuant to this Section 6.1 to hold the Amedisys Stockholders Meeting shall not be affected by the commencement, public proposal, public disclosure or communication to Amedisys or any other person of any Amedisys Alternative Transaction or the making of an Amedisys Recommendation Change. (h) Each of Amedisys and OPCH agrees that none of the information supplied or to be taken all additional actions supplied by such party (or its subsidiaries) for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary for Sub in order to adopt 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 approve this Agreement OPCH will cause the Form S-4 and the transactions contemplated herebyJoint Proxy Statement/Prospectus to comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, no covenant is made by either Amedisys or OPCH with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the other party (or its subsidiaries) for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement/Prospectus.

Additional Agreements. 6.1 Section 5.1 Preparation of the Form S-4 and the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Stockholder Meeting. (a) Form S-4/Proxy Statement. As soon as practicable following the acceptance for payment date of and payment for shares of Company Common Stock by Sub in the Offerthis Agreement, the Company shall prepare the Proxy Statement and Parent shall prepare and file with the SEC the Form S-4, in which the Proxy StatementStatement will be included as a prospectus. Each of the Company and Parent shall use commercially reasonable efforts (i) to cause the Form S-4 and the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC, (ii) to promptly notify the other of, cooperate with each other with respect to, and respond promptly to any comments of the SEC or its staff, (iii) to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and (iv) to keep the Form S-4 effective through the Closing in order to permit the consummation of the Transactions. The Company shall use its best commercially reasonable efforts to respond to all SEC comments with respect to the Proxy Statement and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable date. The Company, Parent and Sub, shall take all reasonable actions necessary or advisable to cause the Merger to be approved by shareholders and to effect the Merger. (b) The Company will’s stockholders, as soon as practicable following the Proxy Trigger Date, duly call, give notice of, convene and hold the Company Stockholders Meeting for the purpose of approving this Agreement and the transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon promptly as practicable after the expiration Form S-4 is declared effective under the Securities Act. No filing of, or amendment or supplement to, the Form S-4 will be made by Parent, and no filing of, or amendment or supplement to the Proxy Statement will be made by the Company or Parent, in each case, without providing the other party and its respective counsel the reasonable opportunity to review and comment thereon and giving due consideration to such comments. Notwithstanding the immediately preceding sentence, the Company may amend or supplement the Proxy Statement to effect a Company Adverse Recommendation Change. The parties shall notify each other promptly of the Offerreceipt of any comments from the SEC or its staff and any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its representatives, without on the one hand, and the SEC or its staff on the other hand, with respect to the Proxy Statement, the Form S-4 or the Merger. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. 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 the Form S-4 or the Proxy Statement, so that any of such documents would not include any misstatement of a meeting material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information must be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated hereby.

Additional Agreements. 6.1 Preparation of the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. (a) As soon as practicable following Within fifteen (15) days after the acceptance for payment date of and payment for shares of Company Common Stock by Sub in the Offerthis Agreement, the Company and Parent shall prepare and file with the SEC the Proxy Statement. The Company shall use its best commercially reasonable efforts to respond obtain and deliver to all SEC comments with respect Parent duly and irrevocably executed Lock-Up Agreements, Company Support Agreements, and Voting Agreements from, in each case, executive officers, directors, affiliates, founders and their family members, and holders of 5% or more of the voting equity securities of the Company that the Company has not already delivered to Parent on or prior to the Proxy Statement and to cause date of this Agreement (the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable date. The Company, Parent and Sub, shall take all reasonable actions necessary or advisable to cause the Merger to be approved by shareholders and to effect the Merger“Insider Additional Agreements”). (b) The Company will, as soon as practicable following No later than thirty (30) days after the Proxy Trigger S-4 Effective Date, duly call, give notice of, convene and hold the Company Stockholders Meeting for shall use commercially reasonable efforts to obtain and deliver to Parent Lock-Up Agreements from the purpose holders of approving this Agreement an aggregate number of shares of the issued and the transactions contemplated hereby. At outstanding common stock of the Company Stockholders Meetingthat, when added to the number of shares of the issued and outstanding common stock of the Company held by Persons duly and irrevocably executing and delivering to Parent shall cause such respective agreements on or prior to the date hereof or delivered pursuant to Section 7.9(a), equals at least fifty percent (50%) of all of the shares of Company Common Stock then owned by Parent issued and Sub and any of their Subsidiaries or affiliates to be voted in favor outstanding common stock of the MergerCompany. (c) Notwithstanding On or prior to the foregoing clauses Closing Date, the Company shall deliver to Parent each Additional Agreement (aother than the Insider Additional Agreements which are to be provided pursuant to Section 7.9(a) and (babove or the Lock-Up Agreements which are to be provided pursuant to Section 7.9(b)), in and including each Additional Agreement which do not, by its terms, become effective until the event that Parent Effective Time) to which the Company, a Company Securityholder, or any other Subsidiary of Person (other than Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effectiveor Sponsor), as soon as practicable after the expiration of the Offerapplicable, without is a meeting of stockholders of party, duly executed by the Company, in accordance with Section 253 of the DGCLsuch Company Securityholder(s), or such other Person(s), as applicable. (d) Within fifteen (15) days after the date of this Agreement, the Parent shall (i) cause Sub promptly use commercially reasonable efforts to submit this Agreement obtain and deliver to the transactions contemplated hereby for approval Company duly and adoption by its parent by written consent irrevocably executed Parent Support Agreements and Voting Agreements from, in each case, from the holders of sole stockholder; (ii) cause the an aggregate number of shares of capital stock of Sub the issued and outstanding Parent Common Stock in an amount set forth on Schedule 9.3(n) that Parent has not already delivered to be voted for adoption and approval the Company on or prior to the date of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated herebyAgreement.

Additional Agreements. 6.1 Section 7.01 Preparation of the Form S-4 and Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. (a) As soon as practicable following the acceptance for payment date of this Agreement, Parent and payment for shares the Company shall prepare, together with OptiCare, and Parent shall file with the SEC, an proxy statement (the "Proxy Statement") in preliminary form and the Form S-4, in which the Proxy Statement will be included as a prospectus, and Parent and the Company shall use their reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Parent and the Company shall use their reasonable efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after such filing and to ensure that it complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act. Parent and the Company shall also take any other action required to be taken under any applicable federal and state securities laws in connection with the issuance of Parent Common Stock in the Merger and the Company and the Stockholders shall furnish all information concerning the Company and the holders of the Company Common Stock by Sub as may be reasonably requested in connection with the OfferProxy Statement or any such action. Parent, the Company and Parent the Stockholders shall prepare and file with each be solely responsible for any statement, information or omission in the SEC the Proxy Statement. The Company shall use its best efforts to respond to all SEC comments with respect to Form S-4 or the Proxy Statement and relating to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable date. The Company, Parent and Sub, shall take all reasonable actions necessary or advisable to cause the Merger to be approved it based upon information provided by shareholders and to effect the Mergerit for inclusion therein. (b) The If, at any time prior to the receipt of the Parent Stockholder Approval, any event occurs with respect to the Company willor any Company Subsidiary, or any change occurs with respect to other information supplied by the Company or any Stockholder for inclusion in the Form S-4 or the Proxy Statement, which is required to be described in an amendment of, or a supplement to, the Form S-4 or the Proxy Statement, the Company or such Stockholder shall promptly notify Parent of such event, and the Company, the Stockholders and Parent shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Form S-4 or the Proxy Statement and, as required by Law, in disseminating the information contained in such amendment or supplement to Parent's stockholders. (c) Parent shall, as soon as practicable following the Proxy Trigger Datedate of this Agreement, duly call, give notice of, convene and hold an annual meeting of its stockholders (the Company "Parent Stockholders Meeting Meeting") for the purpose of approving this Agreement and of, among other things, seeking the transactions contemplated herebyParent Stockholder Approval. At the Company Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action use its reasonable efforts to cause the Merger Proxy Statement to become effective, be mailed to Parent's stockholders as soon promptly as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval date of this Agreement and Agreement. Parent shall, through the transactions contemplated hereby; and (iii) cause Parent Board, recommend to be taken all additional actions necessary for Sub to adopt and approve this Agreement and its stockholders that they give the transactions contemplated herebyParent Stockholder Approval.

Additional Agreements. 6.1 Section 7.1 Preparation of and Filing of the Form F-4, the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders MeetingStatement and the Schedule 13E-3. (a) As soon promptly as practicable following the acceptance for payment date of this Agreement, (i) Huya and payment for shares DouYu shall jointly prepare (with the reasonable cooperation of Company Common Stock Tencent) the proxy statement/prospectus to be filed with the SEC in connection with approval of the Merger by Sub the DouYu Shareholders (the “Proxy Statement) and the registration statement on Form F-4 to be filed with the SEC by Huya in connection with the Offerissuance of the Huya Class A Shares constituting the Merger Consideration (the “Share Issuance”) (as amended or supplemented from time to time and including any document incorporated by reference therein, the Company “Form F-4”), in which the Proxy Statement will be included as a prospectus, and Parent (ii) DouYu, Huya and Tencent shall jointly prepare and file with the SEC the Proxy StatementRule 13e-3 transaction statement on Schedule 13E-3 relating to the Required DouYu Vote and the transactions contemplated hereby (as amended or supplemented, the “Schedule 13E-3”). The Company Each of DouYu and Huya shall use its reasonable best efforts to respond have the Form F-4 declared effective by the SEC under the Securities Act as promptly as practicable after such filing (including by responding to all SEC any comments of the SEC) and keep the Form F-4 effective for so long as necessary to consummate the transactions contemplated by this Agreement or, if earlier, until the termination of this Agreement in accordance with respect to the Proxy Statement and Article IX. DouYu shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company's 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 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 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, the Form F-4, the Proxy Statement or the Schedule 13E-3 will be made by any of DouYu, Huya or Tencent, as applicable, without providing the others a reasonable opportunity to review and comment thereon. (b) Each of the Parties and Tencent agrees that none of the information supplied or to be supplied in writing by or on behalf of such Party, Tencent or their respective Subsidiaries specifically for inclusion or incorporation by reference in (i) the Form F-4, at the earliest practicable date. The Companytime 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, Parent (ii) the Proxy Statement, on the date it is first mailed to the DouYu Shareholders and Subat 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 take contain untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading. Each of the Parties and Tencent further agrees that all documents that it 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 and the Exchange Act, as applicable. If at any time prior to the Effective Time any information relating to DouYu, Huya, Tencent, or any of their respective Affiliates, directors or officers, is discovered by DouYu, Huya or Tencent that should be set forth in an amendment or supplement to, the Form F-4, the Proxy Statement or the 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 were made, not misleading, the party that discovers such information shall promptly notify the others and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Laws, disseminated to the DouYu Shareholders. DouYu, Huya and Tencent, as applicable, shall notify each other promptly of the 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 Form F-4, the Proxy Statement or the Schedule 13E-3 or for additional information and each of DouYu, 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) Huya shall use its reasonable actions necessary or advisable best efforts to cause any Huya ADSs to be issued in connection with the Merger to be approved by shareholders and for listing on the New York Stock Exchange, subject to effect the Mergerofficial notice of issuance. (b) The Company will, as soon as practicable following the Proxy Trigger Date, duly call, give notice of, convene and hold the Company Stockholders Meeting for the purpose of approving this Agreement and the transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated hereby.

Additional Agreements. 6.1 Preparation The provisions of this Annex 1 are in addition to, and do not supersede, the provisions of the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. (a) As soon as practicable following the acceptance for payment of Personal Services, Confidentiality and payment for shares of Company Common Stock by Sub in the Offer, the Company Inventions Agreement between you and Parent shall prepare and file with the SEC the Proxy StatementAvantor. The Company shall use its best efforts to respond to all SEC comments with respect to the Proxy Statement and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable date. The Company, Parent and Sub, shall take all reasonable actions necessary or advisable to cause the Merger to be approved by shareholders and to effect the Merger. (b) The Company will, as soon as practicable following the Proxy Trigger Date, duly call, give notice of, convene and hold the Company Stockholders Meeting for the purpose of approving this Agreement and the transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall MUTUAL WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (iRATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH PARTY TO THIS LETTER AGREEMENT (INCLUDING AVANTOR) cause Sub promptly HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS LETTER AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES HEREUNDER. 1. I understand that any payments or benefits paid or granted to submit me under the “Severance/Restrictive Covenants” section of the Agreement represent, in part, consideration for signing this General Release and are not salary, wages or benefits to which I was already entitled. I understand and agree that I will not receive the payments and benefits specified in the “Severance/Restrictive Covenants” section of the Letter Agreement unless I execute this General Release and do not revoke this General Release within the transactions contemplated hereby for approval time period permitted hereafter or breach this General Release. I also acknowledge and adoption represent that I have received all payments and benefits that I am entitled to receive (as of the date hereof) by its parent virtue of any employment by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated herebyCompany.

Additional Agreements. 6.1 SECTION 5.01. Preparation of the Form S-4 and the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Shareholders' Meeting. (a) As soon promptly as practicable following the acceptance for payment date of and payment for shares of Company Common Stock by Sub in the Offerthis Agreement, the Company and Parent shall prepare and Parent shall file with the SEC the Form S-4, in which the Proxy StatementStatement will be included as a prospectus. Each of the Company and Parent shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company shall use its reasonable best efforts to respond to all SEC comments with respect to the Proxy Statement and to cause the Proxy Statement to be mailed to the shareholders of the Company as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process) required to be taken under any applicable state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger, and each of Parent and the Company shall furnish all information as may be reasonably requested by the other in connection with any such action and the preparation, filing and distribution of the Form S-4 and the Proxy Statement. No filing of, or amendment or supplement to, the Form S-4 will be made by Parent, and no filing of, or amendment or supplement to, the Proxy Statement will made by the Company's stockholders , in each case without providing the other party a reasonable opportunity to review and comment thereon. If at any time prior to the earliest practicable dateEffective Time any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to either the Form S-4 or the Proxy Statement, so that either such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the shareholders of the Company. The Companyparties shall notify each other promptly of the time when the Form S-4 has become effective, of the issuance of any stop order or suspension of the qualification of the Parent and Sub, shall take all reasonable actions necessary or advisable to cause 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 or the staff of the SEC for amendments or supplements to be approved by shareholders 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 effect the MergerProxy Statement, the Form S-4 or the Merger and (ii) all orders of the SEC relating to the Form S-4. (b) The Company willshall use its reasonable best efforts to, as soon as practicable within 120 days following the Proxy Trigger Datedate of this Agreement, establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders (the Company Stockholders Meeting "Shareholders' Meeting") solely for the purpose of approving this Agreement and obtaining the transactions contemplated herebyShareholder Approval. At Subject to Section 4.02, the Company Stockholders Meetingshall, Parent shall cause all through its Board of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates Directors, recommend to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and shareholders approval of this Agreement and shall include such recommendation in the transactions contemplated hereby; and (iiiProxy 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) cause shall not be affected by the commencement, public proposal, public disclosure or communication to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated herebyCompany of any Takeover Proposal.

Additional Agreements. 6.1 Section 6.01. Preparation of the Form S-4 and the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders MeetingStockholder Meetings. (a) As soon as practicable following the acceptance for payment date of and payment for shares of Company Common Stock by Sub in the Offerthis Agreement, the Company and Parent shall prepare and file with the SEC the Proxy StatementStatement and the Company and Parent shall prepare and Parent shall file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of the Company and Parent shall use its reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and keep the Form S-4 effective for so long as necessary to consummate the Merger. The Company shall use its best reasonable efforts to respond to all SEC comments with respect to the Proxy Statement and to cause the Proxy Statement to be mailed to the Company's stockholders at of the earliest Company as promptly as practicable dateafter the Form S-4 is declared effective under the Securities Act. The Company, Parent and Sub, shall also take all reasonable actions necessary or advisable to cause the Merger any action required to be approved by shareholders and to effect taken under any applicable state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. (b) The Company will, as soon as practicable following the Proxy Trigger Date, duly call, give notice of, convene and hold the Company Stockholders Meeting for shall furnish all information concerning the purpose of approving this Agreement Company and the transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all holders of the shares of Company Common Stock then owned as may be reasonably requested by Parent in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 will be made by Parent, and Sub no filing of, or amendment or supplement to the Proxy Statement will made by the Company, without providing the other party and its counsel a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their Subsidiaries respective Affiliates, directors or affiliates officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to be voted either the Form S-4 or the Proxy Statement, so that either such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in favor light of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b)circumstances under which they were made, in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offernot misleading, the party which discovers such information shall promptly notify the other parties hereto agree, at and an appropriate amendment or supplement describing such information shall be promptly filed with the request of SubSEC and, to take all necessary and appropriate action the extent required by Law, disseminated to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated hereby.of

Additional Agreements. 6.1 Preparation of the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. (a) As soon The Parties acknowledge that the tape out of the [****] Product with FoundryCo as practicable following the acceptance for payment required by Section 1 of and payment for shares of Company Common Stock by Sub in Exhibit A to the Offer, the Company and Parent shall prepare and file with the SEC the Proxy StatementThird Amendment has not occurred. The Company shall use its best efforts FoundryCo hereby agrees to respond to all SEC comments a waiver solely with respect to the Proxy Statement [****] Product in exchange for AMD’s agreement to tape out and to cause manufacture the Proxy Statement to be mailed [****] Product [****] with FoundryCo. Except as set forth in the immediately preceding sentence, FoundryCo reserves any rights or remedies FoundryCo has arising out of or relating to the Company's stockholders at requirements of Section 4 of the earliest practicable date. The Company, Parent and Sub, shall take all reasonable actions necessary or advisable to cause the Merger to be approved by shareholders and to effect the MergerThird Amendment. (b) The Company willAs consideration for the agreements set forth in this Fourth Amendment including [****], as soon well as practicable following for certain additional engineering services related to future product development to be performed by FoundryCo in 2014 subject to mutual agreement by the Proxy Trigger Dateparties, duly callin addition to other amounts payable by AMD to FoundryCo pursuant to the Agreement, give notice ofAMD [****] = Certain confidential information contained in this document, convene marked by brackets, has been omitted and hold filed separately with the Company Stockholders Meeting for the purpose of approving this Agreement Securities and the transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all Exchange Commission pursuant to Rule 24b-2 of the shares Securities Exchange Act of Company Common Stock then owned by Parent 1934, as amended. Confidential treatment has been requested with respect to the omitted portions. shall pay FoundryCo $[****] in cash during calendar year 2014, in installments as follows: $[****] on [****], 2014; $[****] on [****], 2014; $[****] on [****], 2014; and Sub $[****] on [****], 2014. AMD’s payment obligations with respect to such payments shall be unconditional and any of their Subsidiaries AMD shall pay such amounts without reduction, abatement, diminution, counterclaim, set-off, defense, recoupment, deferment or affiliates to be voted in favor other limitation, regardless of the Mergeracts, breaches or omissions, or alleged acts, breaches or omissions, of FoundryCo under the Agreement or otherwise, or for any other reason whatsoever. (c) Notwithstanding FoundryCo agrees to provide AMD, [****] during the foregoing clauses 2014 Period up to a total of [****] NPI Wafers (a) and (bas defined below), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall follows: (i) cause Sub promptly to submit this Agreement at [****], an aggregate of [****] Wafers ([****] lots of [****] Wafers), and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause at [****], an aggregate of [****] Wafers ([****] lots of [****] Wafers); provided, that in all cases FoundryCo’s obligation to provide such [****] NPI Wafers to AMD shall be subject to FoundryCo having available, unutilized capacity at such facilities to manufacture such NPI Wafers as requested by AMD. As part of the shares [****] NPI Wafers as set forth above, FoundryCo agrees to provide, to the extent requested by AMD, [****] per Product per tape out. Other than as set forth in preceding sentence, if AMD requests accelerated lead or cycle times for any NPI Wafers, FoundryCo shall not have any obligation to provide such Wafers unless AMD agrees to pay FoundryCo a per Wafer price not to exceed [****]. The term “NPI Wafers” shall mean Wafer Outs of capital stock Product Development Wafers processed during the 2014 Period that are tied to a new Product introduction and are not Production Wafers or multi-project wafers. For the avoidance of Sub doubt, NPI Wafers are to be voted used for adoption engineering and approval of this Agreement engineering sampling purposes only and the transactions contemplated hereby; and (iii) cause to shall not be taken all additional actions necessary used for Sub to adopt and approve this Agreement and the transactions contemplated herebyproduction shipments. NPI Wafers will not be included in [****] any quality or reliability criteria other than an applicable mutually agreed quality criteria for such wafers.

Additional Agreements. 6.1 SECTION 5.1 Preparation of the Form S-4, Joint Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders MeetingMeetings. (a) As soon promptly as practicable following the acceptance for payment date of and payment for shares of Company Common Stock by Sub in the Offerthis Agreement, the Company and Parent shall prepare and file with the SEC (and the Company shall cooperate and participate in the preparation of) the Form S-4, in which the Joint Proxy StatementStatement 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). The Each of Parent and the Company shall use its their reasonable best efforts to respond to all SEC comments with respect to have the Form S-4 and the Resale Prospectus declared effective under the Securities Act and the Joint Proxy Statement "cleared" by the SEC's staff for mailing in connection with the Company Stockholder Meeting and to the Parent Stockholder Meeting as promptly as practicable after such filing. As promptly as practicable after the Form S-4 is declared effective, each of Parent and the Company shall cause the Joint Proxy Statement to be mailed to their respective stockholders. Parent shall use its reasonable best efforts to maintain the Company's stockholders at Resale Prospectus in effect for purposes of the earliest practicable date. The Company, Securities Act until the earlier of (i) such time as those affiliates identified on Schedule 5.10 have resold their Parent and Sub, shall take all reasonable actions necessary Common Stock covered by such Resale Prospectus or advisable to cause (ii) 365 days after the Merger to be approved by shareholders and to effect effective date of the MergerResale Prospectus. (b) If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company or any of its subsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Joint Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Joint Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplement to, the Form S-4 or the Joint Proxy Statement, such event promptly shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Company and Parent. (c) Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information, and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company willand Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Joint Proxy Statement as promptly as practicable after the receipt thereof. The Company and Parent shall cooperate with each other and provide to each other all information necessary to prepare the Form S-4 and the Joint Proxy Statement, and shall provide promptly to the other party all information such party may obtain that could necessitate amending any such document. (d) The Company shall, as soon promptly as practicable following after the Proxy Trigger DateForm S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold the Company Stockholders Meeting in accordance with the DGCL, its certificate of incorporation and by-laws, as applicable, for the purpose of approving 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 Parent Common Stock pursuant to the Merger and the transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Mergerthis Agreement. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated hereby.

Additional Agreements. 6.1 Preparation of the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. (a) As soon as practicable following Both CEC and Farmee will promptly sign or cause its respective duly authorized representatives to sign and thereby bind the acceptance for payment of and payment for shares of Company Common Stock by Sub individual Parties in the Offerevent any other contracts, filings, 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 Farm Out, the Company Joint Venture, PSC activities and Parent shall prepare and file with the SEC the Proxy Statement. The Company shall use its best efforts to respond to all SEC comments with respect to the Proxy Statement and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable date. The Company, Parent and Sub, shall take all reasonable actions necessary or advisable to cause the Merger to be approved by shareholders and to effect the Mergerconsideration payable for same. (b) The Company willUntil such time as Farmee has fully discharged its obligations under the Notes, Farmee covenants and agrees to immediately apply upon receipt and make partial prepayment thereby against the Notes twenty-five (25%) of any and all cash proceeds received directly by Farmee as soon as practicable following the Proxy Trigger Date, duly call, give notice of, convene a result of any and hold the Company Stockholders Meeting for the purpose all farm outs or sales of approving this Agreement and the transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned Working Interests made by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the MergerFarmee. (c) Notwithstanding Until such time as CEC has fully discharged its obligations to the foregoing clauses 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 (a25%) of any and (b), in the event that Parent all cash proceeds received directly by CEC as a result of any and all farm outs or any other Subsidiary sales of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLWorking Interests made by CEC. (d) Parent shall CEC covenant that, not later than January 21, 2000, or such later date as Farmee may agree, it will obtain a written agreement from each of the Original Vendors, in a form satisfactory to Farmee, whereby they release CEC and its successors and assigns from: (i) cause Sub promptly to submit this Agreement all obligations under Article VII of each of the Bengara II and Yapen Share Purchase Agreements (the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder"Release"); (ii) cause all restrictions on encumbering, pledging or hypothecating the shares of capital stock Apex Bengara as per Paragraph 4 of Sub to be voted for adoption and approval the promissory notes dated September 30, 1998, made by CEC in favor of this Agreement Apex vendors (the "Waiver"). The delivery of the Release and the transactions contemplated hereby; Waiver shall be conditions precedent to delivery of installment payments 2 and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated hereby3 by Farmee.

Additional Agreements. 6.1 Preparation (i) The Board has received notice from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ that he is resigning from the Board effective on or about June 30, 2021, and in any event, no later than July 24, 2021. The Engaged Group acknowledges and agrees that (A) in connection therewith, ▇▇. ▇▇▇▇▇▇▇▇▇▇▇’▇ compensation arrangements will be modified as set forth on Exhibit B (the “Severance Terms”) and (B) the Severance Terms are reasonable in light of the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meetingcircumstances and the Engaged Group does not and will not at any future date object to or criticize ▇▇. ▇▇▇▇▇▇▇▇▇▇▇’▇ compensation arrangements. (aii) As soon The Board and all applicable committees of the Board shall take all necessary actions to seek the approval of the Company’s stockholders at the 2021 Annual Meeting of an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) and the Board shall take all necessary actions to amend the Company’s Amended and Restated Bylaws (the “Bylaws”) to declassify the structure of the Board (the “Declassification Proposal”) such that directors standing for election at and subsequent to the 2021 Annual Meeting shall stand for election to one-year terms (with it being acknowledged and agreed that if the Declassification Proposal is approved by the Company’s stockholders in accordance with the Charter, Bylaws, and the General Corporation Law of the State of Delaware, then the Company’s Class I directors will be elected at the 2021 Annual Meeting with terms of office expiring at the 2022 annual meeting of stockholders of the Company (the “2022 Annual Meeting”)). The Board shall recommend in favor of, and use its reasonable best efforts to solicit stockholder approval of, the Declassification Proposal at the 2021 Annual Meeting, and all directors and executive officers of the Company agree to vote all Voting Securities (as practicable following defined below) Beneficially Owned by them and over which they have voting control in favor of the acceptance for payment of and payment for shares of Company Common Stock by Sub in Declassification Proposal. Without limiting the Offerforegoing, the Company agrees to (A) engage a nationally recognized proxy solicitor on reasonable and Parent shall prepare customary terms to solicit stockholder approval of the Declassification Proposal and file (B) to adjourn the 2021 Annual Meeting for up to two (2) weeks (with the SEC length of any such adjournment to be determined by the Proxy Statement. The Company shall use its best efforts in reasonable consultation with the Engaged Group and consistent with the desire to respond approve the Declassification Proposal) to all SEC comments with respect solicit additional stockholder support for the Declassification Proposal if as of immediately prior to the Proxy Statement and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable date. The Company, Parent and Sub, shall take all reasonable actions necessary or advisable to cause the Merger to be approved by shareholders and to effect the Merger. (b) The Company will, as soon as practicable following the Proxy Trigger Date, duly call, give notice of, convene and hold the Company Stockholders Meeting for the purpose of approving this Agreement and the transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all commencement of the shares 2021 Annual Meeting at least 66 and 2/3% of Company the outstanding Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be has not voted in favor of the MergerDeclassification Proposal. (ciii) Notwithstanding The Engaged Group hereby irrevocably withdraws the foregoing clauses Nomination Letter. (aiv) The Engaged Group agrees (A) to cause its Affiliates (as defined below) to comply with the terms of this Agreement and (b)B) that it shall be responsible for any breach of this Agreement by any such Affiliate. A breach of this Agreement by an Affiliate of any member of the Engaged Group, if such Affiliate is not a party hereto, shall be deemed to occur if such Affiliate engages in conduct that would constitute a breach of this Agreement if such Affiliate was a party hereto to the same extent as the Engaged Group. (v) Prior to the date of his appointment (or her, if applicable, in the event that Parent or any other Subsidiary case of Parent shall acquire at least 90% a Replacement Director), the New Director has submitted to the Company a fully completed copy of the outstanding shares Company’s standard director & officer questionnaire and other customary director onboarding documentation required by the Company in connection with the appointment or election of Company Common Stock in new Board members. (vi) During the OfferCooperation Period, the parties hereto agreeEngaged Group agrees that it shall, and shall cause each of its Affiliates to, appear in person or by proxy or participate virtually at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration each annual or special meeting of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent or take any action by written consent of sole stockholderthe Company’s stockholders in lieu thereof, and any adjournment, postponement, rescheduling or continuation thereof (each, a “Stockholder Meeting”) and vote all Voting Securities Beneficially Owned, directly or indirectly, by the Engaged Group or such Affiliate (or which the Engaged Group or such Affiliate has the right or ability to vote) at such meeting (A) in favor of the slate of directors recommended by the Board, (B) against the election of any nominee for director not approved, recommended and nominated by the Board for election at any such meeting, and against any removal of any director of the Board; (iiC) cause in favor of the shares appointment of capital stock the Company’s auditor(s), (D) in favor of Sub the Declassification Proposal, and (E) in accordance with the Board’s recommendation with respect to any other matter presented at such meeting; provided, that, if Institutional Shareholder Services Inc. (“ISS”) or Glass Lewis & Co., LLC (“Glass Lewis”) recommend otherwise with respect to any matter under clause (E) of this Section 1(d)(vi), the Engaged Group shall be permitted to vote in accordance with ISS’s or Glass ▇▇▇▇▇’▇ recommendation; provided, further, that the Engaged Group shall be permitted to vote in its sole discretion with respect to any publicly announced proposals relating to an Extraordinary Transaction. (vii) During the Cooperation Period, (A) upon written request from the Company, the Engaged Group will promptly provide the Company with information regarding the amount of the securities of the Company then Beneficially Owned by the Engaged Group and the maximum amount of the securities of the Company Beneficially Owned by the Engaged Group at any time during the Cooperation Period (the “Maximum Ownership Amount”) and (B) the Engaged Group will promptly notify the Company if its Beneficial Ownership falls below the Ownership Minimum. Such information provided to the Company will be kept strictly confidential unless required to be voted disclosed pursuant to law, legal process, subpoena, the rules of any stock exchange or any Legal Requirement (as defined below) or as part of a response to a request for adoption information from any governmental authority with jurisdiction over the Company. (viii) During the Cooperation Period, the Board and approval all applicable committees of this Agreement and the transactions contemplated hereby; and Board shall not increase the size of the Board to more than eleven (iii11) cause directors without the prior written consent of the Engaged Group. (ix) During the Cooperation Period, representatives from the Engaged Group will be afforded the opportunity to be taken all additional actions necessary for Sub to adopt and approve this Agreement and meet with or otherwise discuss matters regarding the transactions contemplated herebyCompany with the Company’s Lead Director at a mutually agreeable time once per fiscal quarter.

Additional Agreements. 6.1 Preparation of the Proxy Statement5.1 PREPARATION OF PROXY STATEMENT; Company Stockholders Meeting; Merger without a Company Stockholders MeetingLCI STOCKHOLDERS MEETING. (a) As soon promptly as practicable following the acceptance for payment of and payment for shares of Company Common Stock by Sub date hereof, Qwest shall, in the Offercooperation with LCI, the Company and Parent shall prepare and file with the SEC preliminary proxy materials which shall constitute the Joint Proxy Statement/Prospectus (such proxy statement/prospectus, and any amendments or supplements thereto, the "JOINT PROXY STATEMENT/PROSPECTUS") and a registration statement on Form S-4 with respect to the issuance of Qwest Common Stock in the Merger (the "FORM S-4"). The Company Joint Proxy Statement/Prospectus will be included in the Form S-4 as Qwest's prospectus. The Form S-4 and the Joint Proxy Statement/Prospectus 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. Each of Qwest and LCI shall use its best all reasonable efforts to respond have the Form S-4 cleared by the SEC as promptly as practicable after filing with the SEC and to all keep the Form S-4 effective as long as is necessary to consummate the Merger. Qwest shall, as promptly as practicable after receipt thereof, provide copies of any written comments received from the SEC with respect to the Joint Proxy Statement/Prospectus to LCI and advise LCI of any oral comments with respect to the Proxy Statement and to cause Statement/Prospectus received from the Proxy Statement SEC. Qwest agrees that none of the information supplied or to be mailed supplied by Qwest for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the LCI Stockholders Meeting or the Qwest Stockholders Meeting, will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. LCI agrees that none of the information supplied or to be supplied by LCI for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the LCI Stockholders Meeting or the Qwest Stockholders Meeting, will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. For purposes of the foregoing, it is understood and agreed that information concerning or related to Qwest and the Qwest Stockholders Meeting will be deemed to have been supplied by Qwest and information concerning or related to LCI and the LCI Stockholders Meeting shall be deemed to have been supplied by LCI. Qwest will provide LCI with a reasonable opportunity to review and comment on any amendment or supplement to the Company's stockholders at Joint Proxy Statement/Prospectus prior to filing such with the earliest practicable dateSEC, and will provide LCI with a copy of all such filings made with the SEC. The CompanyNo amendment or supplement to the information supplied by LCI for inclusion in the Joint Proxy Statement/Prospectus shall be made without the approval of LCI, Parent and Sub, which approval shall take all reasonable actions necessary not be unreasonably withheld or advisable to cause the Merger to be approved by shareholders and to effect the Mergerdelayed. (b) The Company willSubject to Sections 5.5 and 7.1(f), LCI shall, as soon promptly as practicable following the Proxy Trigger Dateexecution of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the Company Stockholders Meeting "LCI STOCKHOLDERS MEETING") for the purpose of approving this Agreement and obtaining the Required LCI Vote with respect to the transactions contemplated herebyby this Agreement, shall take all lawful action to solicit the adoption of this Agreement by the Required LCI Vote and the Board of Directors of LCI shall recommend adoption of this Agreement by the stockholders of LCI. At Without limiting the Company Stockholders Meeting, Parent shall cause all generality of the shares foregoing but subject to its rights pursuant to Sections 5.5 and 7.1(f), LCI agrees that its obligations pursuant to the first sentence of Company Common Stock then owned this Section 5.1(b) shall not be affected by Parent and Sub and the commencement, public proposal, public disclosure or communication to LCI of any of their Subsidiaries or affiliates to be voted in favor of the MergerAcquisition Proposal. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effectiveQwest shall, as soon promptly as practicable after following the expiration execution of the Offerthis Agreement, without duly call, give notice of, convene and hold a meeting of its stockholders (the "QWEST STOCKHOLDERS MEETING") for the purpose of obtaining the Required Qwest Vote, shall take all lawful action to solicit the approval of the Company, in accordance with Section 253 Share Issuance by the Required Qwest Vote and the Board of the DGCL. (d) Parent Directors of Qwest shall (i) cause Sub promptly to submit this Agreement and recommend approval of the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and by the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated herebystockholders of Qwest.

Additional Agreements. 6.1 Preparation of S-4 and the Joint Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. (a) As soon as practicable following the acceptance for payment of . Parent and payment for shares of Company Common Stock by Sub in the Offer, the Company and Parent shall will, as promptly as practicable, (i) jointly prepare and will file with the SEC the Joint Proxy StatementStatement in connection with the votes of the stockholders of the Company and shareholders of Parent in respect of the Merger and other matters related thereto, and (ii) Parent will file with the SEC the S-4 in connection with the registration under the Securities Act of the shares of Parent Common Stock issuable upon conversion of the Shares and the other transactions contemplated hereby, in which the Joint Proxy Statement will be included as a prospectus. Parent and the Company will, and will cause their accountants and lawyers to, use their reasonable best efforts to have or cause the S-4 to be declared effective as promptly as practicable after filing with the SEC, including causing their accountants to deliver necessary or required instruments such as opinions, consents and certificates, and will take any other action required or necessary to be taken under federal or state securities Laws or otherwise in connection with the registration process (other than qualifying to do business in any jurisdiction which it is not now so qualified or filing a general consent to service of process in any jurisdiction). The Company shall and Parent shall, as promptly as practicable after the receipt thereof, provide to the other party copies of any written comments and advise the other party of any oral comments in respect of the Joint Proxy Statement or the S-4 received from the staff of the SEC. Each of the Company and Parent will provide the other with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement prior to filing with the SEC and will provide each other with a copy of all such filings with the SEC. Parent will provide the Company with a reasonable opportunity to review and comment on any amendment or supplement on the S-4 prior to filing with SEC and will provide the Company with a copy of all such filings with the SEC. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. Each of the Company and Parent will use its reasonable best efforts to respond to all SEC comments with respect to the Proxy Statement and to cause the Joint Proxy Statement to be mailed to the Company's its stockholders at the earliest practicable date. The Company, Parent and Sub, shall take all reasonable actions necessary or advisable to cause the Merger to be approved by shareholders and to effect the Merger. (b) The Company will, as soon as practicable following the Proxy Trigger Date, duly call, give notice of, convene and hold the Company Stockholders Meeting for the purpose of approving this Agreement and the transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated hereby.

Additional Agreements. 6.1 SECTION 6.1. Preparation of the S-4 and Joint Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders MeetingMeetings. (a) As soon as practicable following the acceptance for payment date of this Agreement, Parent and payment for shares of Company Common Stock by Sub in the Offer, the Company and Parent shall prepare and file with the SEC the Joint Proxy StatementStatement and Parent shall file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. The Each of the Company and Parent shall use its their reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Parent, Merger Sub and the Company will cooperate with each other in the preparation of the Joint Proxy Statement and the Form S-4; without limiting the generality of the foregoing, Parent and Merger Sub, on the one hand, and the Company, on the other hand, will furnish to each other the information relating to the party furnishing such information required by the Exchange Act or the Securities Act, as applicable, to be set forth in the Joint Proxy Statement and the Form S-4, and Company and its counsel shall be given the opportunity to review and comment on the Joint Proxy Statement and the Form S-4 prior to the filing thereof with the SEC. Parent, Merger Sub and the Company each agree to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all any comments made by the SEC comments with respect to the Joint Proxy Statement and the Form S-4. The Company and Parent will use their reasonable best efforts to cause the Joint Proxy Statement to be mailed to their stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. No filing of, or amendment or supplement (including by incorporation by reference) to, or correspondence to the SEC or its staff with respect to, the Form S-4 or the Joint Proxy Statement will be made by Parent or the Company's stockholders at , without the earliest practicable dateapproval of both parties, which approval shall not be unreasonably withheld or delayed; provided that with respect to documents filed by a party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, or this Agreement or the transactions contemplated hereby. The CompanyEach party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent and Sub, shall take all reasonable actions necessary or advisable to cause Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Form S-4, Joint Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective affiliates, officers or directors, should be approved discovered by shareholders the Company or Parent which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to effect the Mergerextent required by law, disseminated to the stockholders of the Company and Parent. (b) The Company willshall, as soon as practicable following after the Proxy Trigger Datedate hereof, and in accordance with the Company's articles of incorporation and bylaws and applicable law, establish a record date (which will be as soon as practicable after the date hereof) for, duly call, give notice of, convene and hold a meeting of its stockholders (the "Company Stockholders Meeting") solely for the purpose of considering and taking action upon this Agreement (it being understood that, notwithstanding anything to the contrary set forth in this Agreement, the Company shall have no obligation to convene the Company Stockholders Meeting unless the recommendation of the Board described in this Section 6.1(b) has been made and remains in effect). Once the Company Stockholders Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Stockholders Meeting without the consent of Parent, which shall not be unreasonably withheld or delayed (other than (i) for the purpose absence of approving this Agreement a quorum, (ii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which it believes in good faith is necessary under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by the transactions contemplated hereby. At Company's stockholders prior to the Company Stockholders Meeting, Parent shall cause all or (iii) in the event the Board of Directors of the shares Company withdraws, modifies or changes in accordance with the terms of this Agreement its recommendation that this Agreement and the Merger are in the best interests of the Company; provided that in the event that the Company Common Stock Stockholders Meeting is delayed to a date after the Termination Date (as defined in Section 8.1(b)) as a result of either (i) or (ii) above, then owned the Termination Date shall be extended to the fifth business day after such date). The Board of Directors of the Company shall declare that this Agreement and the Merger are advisable and in the best interests of the Company and recommend that this Agreement be approved by Parent the stockholders of the Company and Sub include in the Form S-4 and any the Joint Proxy Statement a copy of their Subsidiaries such recommendations; provided that the Board of Directors of the Company may withdraw, modify or affiliates change such recommendation if but only if (i) it believes in good faith, based on such matters as it deems relevant, and after receiving the advice of the Company's financial advisors, that a Superior Proposal (as defined in Section 6.10(b) hereof) has been made and (ii) it has determined in good faith, after consultation with outside counsel, that withdrawal, modification or change of such recommendation is, in the good faith judgment of the Board of Directors of the Company, required by the Board of Directors to be voted comply with its fiduciary duties imposed by applicable law. Unless the Board of Directors of the Company has withdrawn its recommendation of this Agreement in compliance with this Section 6.1(b), the Company shall use its reasonable best efforts to solicit from stockholders of the Company proxies in favor of the adoption of this Agreement and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by applicable law to effect the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effectiveshall, as soon as practicable after the expiration date hereof, and in accordance with the Parent's certificate of incorporation and bylaws and applicable law, establish a record date (which will be as soon as practicable after the Offerdate hereof) for, without duly call, give notice of, convene and hold a meeting of its stockholders (the "Parent Stockholders Meeting") for the purpose of considering and taking action upon the Share Issuance. Once the Parent Stockholders Meeting has been called and noticed, Parent shall not postpone or adjourn the Parent Stockholders Meeting without the consent of the Company, which shall not be unreasonably withheld or delayed (other than (i) for the absence of a quorum or (ii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which it believes in accordance with good faith is necessary under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by the Parent's stockholders prior to the Parent Stockholders Meeting; provided that in the event that the Parent Stockholders Meeting is delayed to a date after the Termination Date (as defined in Section 253 8.1(b)), then the Termination Date shall be extended to the fifth business day after such date). Parent shall, through its Board of Directors, recommend such approval by the DGCLstockholders of Parent and include in the Form S-4 and the Joint Proxy Statement a copy of such recommendation. (d) Parent The Company shall (i) cause Sub promptly use all reasonable efforts to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken delivered to Parent a letter of KPMG LLP, the Company's independent public accountants, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to Parent, in form and substance reasonably satisfactory to Parent and customary in scope and substance for letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (e) Parent shall use all additional actions necessary reasonable efforts to cause to be delivered to the Company a letter of Ernst & Young LLP, the Company's independent public accountants, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to the Company, in form and substance reasonably satisfactory to the Company and customary in scope and substance for Sub letters delivered by independent public accountants in connection with registration statements similar to adopt and approve this Agreement and the transactions contemplated herebyForm S-4.

Additional Agreements. 6.1 Preparation of the Proxy StatementSECTION 5.1 PREPARATION OF FORM F-4 AND THE PROXY STATEMENT; Company Stockholders Meeting; Merger without a Company Stockholders MeetingSHAREHOLDERS' MEETINGS. (a) As soon promptly as reasonably practicable following after the acceptance for payment execution of and payment for shares of Company Common Stock by Sub in the Offerthis Agreement, (i) the Company and Parent shall prepare and file with the SEC a preliminary joint proxy statement in form and substance satisfactory to each of the Company and Parent, relating to the meeting of the Company's shareholders to be held to obtain the Company Shareholder Approval and the meeting of the Parent's Shareholders to obtain the Parent Shareholder Approval (together with any amendments thereof or supplements thereto, the "PROXY STATEMENT") and (ii) Parent shall prepare and file with the SEC a registration statement on Form F-4 (together with all amendments thereto, the "FORM F-4") in which the Proxy 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 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 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 will notify the other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Form F-4, the Proxy Statement or any Other Filing or for additional information and will supply the other with copies of all correspondence between such company or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Form F-4, the Proxy Statement, 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 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 F-4 shall have become effective, each of the Company and Parent shall mail the Proxy Statement to its respective shareholders. (b) Parent agrees promptly to advise the Company 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 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 Parent's Shareholders or the Company'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 coordinate and cooperate with respect to the timing of the Company Shareholders' Meeting and 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 respond to all SEC comments with respect to the Proxy Statement solicit from its shareholders proxies, and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable date. The Company, Parent and Sub, shall take all reasonable actions other action necessary or advisable to cause secure the Merger vote or consent of shareholders required by applicable law or otherwise to be approved by shareholders and to effect the Merger. (b) The Company will, as soon as practicable following the Proxy Trigger Date, duly call, give notice of, convene and hold obtain the Company Stockholders Meeting for the purpose of approving this Agreement Shareholder Approval and the transactions contemplated hereby. At Parent Shareholder Approval, respectively, and through its respective Board of Directors, shall recommend to its respective shareholders the obtaining of the Company Stockholders MeetingShareholder Approval and the Parent Shareholder Approval, Parent shall cause all respectively; provided that (i) the recommendation of the shares Board of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor Directors of the Merger. Company may not be included or may be withdrawn or modified if previously included if, following receipt of the Company Termination Fee Notice (c) Notwithstanding the foregoing clauses (a) and (bas defined in Section 7.5(a)), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of Company has paid the outstanding shares of Company Common Stock in Termination Fee and the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without Company has accepted a meeting of stockholders of the Company, Company Superior Proposal in accordance with the terms of Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement 4.2 and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares recommendation of capital stock the Board of Sub to Directors of Parent may not be voted for adoption included or may be withdrawn or modified if previously included if, following receipt of the Parent Termination Fee Notice (as defined in Section 7.5(b)), Parent has paid the Parent Termination Fee and approval Parent has accepted a Parent Superior Proposal in accordance with the terms of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated herebySection 4.3.

Additional Agreements. 6.1 SECTION 6.01. Preparation of the Form S-4 and the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. (a) As soon as practicable following the acceptance for payment date of this Agreement, Parent and payment for shares of Company Common Stock by Sub in the Offer, the Company and Parent shall prepare and the Company shall file with the SEC the Proxy Statement. The Statement and Parent and the Company shall use its best efforts to respond to all prepare and Parent shall file with the SEC comments the Form S-4, in which the Proxy Statement will be included as a prospectus with respect to the Proxy Statement and issuance of Parent Shares in the Merger. Parent shall use all reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company will use all reasonable efforts to cause the Proxy Statement to be mailed to the Company's stockholders at as promptly as practicable after the earliest practicable dateForm S-4 is declared effective under the Securities Act. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Parent Shares in the Merger, and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action and the preparation, filing and distribution of the Proxy Statement. No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to, the Form S-4 will be made by Parent, or the Proxy Statement will be made by the Company, without providing the other party a reasonable opportunity to review and comment thereon. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form 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 Parent Shares issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. The Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for the amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Company, Parent and Sub, shall take all reasonable actions necessary or advisable to cause the Merger to be approved by shareholders and to effect the Merger. (b) The Company will, as soon as practicable following the Proxy Trigger Date, duly shall take all action necessary under all applicable laws to call, give notice of, convene of and hold the Company Stockholders Meeting for the purpose of approving this Agreement and the transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all a meeting of the shares holders of Company Common Stock then owned to vote on a proposal to adopt this Agreement and approve the Merger (the "Stockholders Meeting"). The Stockholders Meeting shall be held (on a date selected by the Company in consultation with Parent) as promptly as practicable after the Form S-4 is declared effective under the Securities Act. The Company shall ensure that all proxies solicited in connection with the Stockholders Meeting are solicited in compliance with all applicable laws. Notwithstanding the foregoing provisions of Section 6.01(a) and (b) Parent and Sub and any of their Subsidiaries or affiliates shall have the right to be voted in favor delay (i) the effectiveness of the MergerS-4 and/or (ii) date of the Stockholders Meeting if the condition to the parties obligation to close the Merger contained in Section 7.01(b) shall not be fulfilled. (c) Notwithstanding Subject to Section 6.01(d): (i) the foregoing clauses Proxy Statement shall include a statement to the effect that the Board of Directors of the Company recommends that the Company's stockholders vote to adopt this Agreement at the Stockholders Meeting (a) the recommendation of the Company's Board of Directors that the Company's stockholders vote to adopt this Agreement being referred to as the "Company Board Recommendation"); and (bii) the Company Board Recommendation shall not be withdrawn or modified in a manner adverse to Parent, and no resolution by the Board of Directors of the Company or any committee thereof to withdraw or modify the Company Board Recommendation in a manner adverse to Parent shall be adopted or proposed. (d) Notwithstanding anything to the contrary contained in Section 6.01(c), at any time prior to the adoption of this Agreement by the requisite Stockholder Approval, the Company Board Recommendation may be withdrawn or modified in the event that a manner adverse to Parent if: (i) a proposal to acquire (by merger or any other Subsidiary of Parent shall acquire at least 90% otherwise) more than fifty percent of the outstanding shares of Company Common Stock is made to the Company and is not withdrawn; (ii) the Company provides Parent with at least two business days prior notice of any meeting of the Company's Board of Directors at which such Board of Directors will consider and determine whether such offer is a Superior Proposal; (iii) the Company's Board of Directors determines in good faith (based upon an opinion of an independent financial advisor of nationally recognized reputation) that such offer constitutes a Superior Proposal; (iv) the OfferCompany's Board of Directors determines in good faith, after having taken into account the written advice of the Company's outside legal counsel, that, in light of such Superior Proposal, the parties hereto agreewithdrawal or modification of the Company Board Recommendation is required in order for the Company's Board of Directors to comply with its fiduciary obligations to the Company's stockholders under applicable law; and (v) neither the Company nor any of its Representatives shall have violated any of the restrictions set forth in Section 5.04 in any material respect. (e) The Company's obligation to call, give notice of and hold the Stockholders Meeting in accordance with Section 6.01(b) shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission of any Superior Proposal or other Acquisition Proposal, or by any withdrawal or modification of the Company Board Recommendation. (f) Notwithstanding anything to the contrary contained in this Agreement, if the Company Board Recommendation shall be withdrawn or modified in a manner adverse to Parent, then, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.Parent: (d) Parent shall (i) cause Sub promptly to submit this Agreement the Company shall call, give notice of and hold the transactions contemplated hereby for approval Stockholders Meeting on a date and adoption at a time and place determined by its parent by written consent of sole stockholder; Parent; (ii) the Company shall set a record date for persons entitled to notice of, and to vote at, the Stockholders Meeting; (iii) the Company shall cause its transfer agent to make a stockholder list and other stock transfer records relating to the shares Company available to Parent; (iv) the Company shall waive any standstill or similar provisions applicable to Parent; (v) a copy of capital stock the opinion of Sub Company Financial Advisor shall be included in the Proxy Statement, provided that the Proxy Statement may also include such additional disclosure regarding such opinion as Company Financial Advisor may reasonably request; and (vi) the Company shall render such other reasonable assistance to be voted for Parent in the solicitation of proxies by Parent in favor of the adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated herebyas Parent shall request.

Additional Agreements. 6.1 Preparation of the Proxy StatementSection 7.1 PREPARATION OF THE FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS; Company Stockholders Meeting; Merger without a Company Stockholders MeetingSTOCKHOLDERS MEETINGS. (a) As soon promptly as practicable following the acceptance for payment date hereof, Parent and the Company shall jointly prepare and file with the SEC mutually acceptable preliminary proxy materials and any amendments or supplements thereof which shall constitute the joint proxy statement/prospectus relating to the matters to be submitted to the holders of and payment for shares of Company the Company's Common Stock by Sub in at the OfferCompany's Stockholders Meeting and the holders of the Parent Common Stock at the Parent's Stockholders Meeting (such proxy statement/prospectus, and any amendments or supplements thereto (the Company "JOINT PROXY STATEMENT/PROSPECTUS"), and Parent shall prepare and file with the SEC the Registration Statement on Form S-4 with respect to (i) the issuance of Parent Common Stock in the Merger (the "FORM S-4") in which the Joint Proxy Statement/Prospectus will be included as a prospectus and (ii) the amendments to its Certificate of Incorporation referred to in SECTION 3.1(A). The Form S-4 and the Joint Proxy Statement/Prospectus shall comply in all material respects with the applicable provisions of the Securities Act and the Exchange Act. Each of Parent and the Company shall use its best all reasonable efforts to respond have the Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective under the Securities Act as promptly as practicable after filing it with the SEC and to all keep the Form S-4 effective as long as is necessary to consummate the 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 comments with respect to the Form S-4 and the Joint Proxy Statement Statement/Prospectus and promptly 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 cause review and comment on any amendment or supplement to the Joint Proxy Statement Statement/Prospectus and Form S-4 prior to filing such with the 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 Form S-4 shall be made without the approval of both parties, which approval shall not be unreasonably withheld or delayed. Parent agrees that none of the information supplied or to be mailed supplied by Parent for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Company Stockholders Meeting or the Parent Stockholders Meeting, will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. 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 and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Company Stockholders Meeting or the Parent Stockholders Meeting, will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. For purposes of the foregoing, it is understood and agreed that information concerning or related to Parent, its Subsidiaries and the Parent Stockholders Meeting will be deemed to have been supplied by Parent and information concerning or related to the Company's stockholders at , its Subsidiaries and the earliest practicable date. The Company Stockholders Meeting shall be deemed to have been supplied by the Company, Parent and Sub, shall take all reasonable actions necessary or advisable to cause the Merger to be approved by shareholders and to effect the Merger. (b) The Company willshall, as soon promptly as practicable following the Proxy Trigger Dateexecution of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the Company Stockholders Meeting "COMPANY STOCKHOLDERS MEETING") for the purpose of approving 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 and by the transactions contemplated herebystockholders of the Company. At Without limiting the generality of the foregoing, the Company Stockholders Meetingagrees that its obligations pursuant to the first two sentences of this SECTION 7.1(B) shall not be affected by (i) the commencement, Parent shall cause all public proposal, public disclosure or communication to the Company or any other person of any Company Acquisition Proposal or Company Superior Proposal or (ii) the withdrawal or modification by the Board of Directors of the shares Company or any committee thereof of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries such Board's or affiliates to be voted in favor committee's approval or recommendation of the MergerMerger or this Agreement. (c) Notwithstanding Parent shall, as promptly as practicable following the foregoing clauses execution of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (athe "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 foregoing, Parent agrees that its obligations pursuant to the first two sentences of this SECTION 7.1(C) shall not be affected by (b)i) the commencement, in the event that public proposal, public disclosure or communication to Parent or any other Subsidiary person of any Parent Acquisition Proposal or Parent Superior Proposal or (ii) the withdrawal or modification by the Board of Directors of Parent shall acquire at least 90% or any committee thereof of such Board's or committee's approval or recommendation of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLor this Agreement. (d) Parent shall (i) cause Merger Sub promptly to shall, immediately following execution of this Agreement, submit this Agreement to Parent, as the sole stockholder of Merger Sub, for adoption and approval. Upon such submission, Parent, as sole stockholder of Merger Sub, shall adopt this Agreement and approve the transactions contemplated hereby for approval and adoption by its parent this Agreement by unanimous written consent in lieu of sole stockholder; (ii) cause a meeting in accordance with the shares requirements of capital stock of Sub to be voted for adoption and approval of this Agreement the DGCL and the transactions contemplated hereby; Certificate of Incorporation and Bylaws of Merger Sub. (iiie) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement The Company Stockholders Meeting and the transactions contemplated herebyParent Stockholders Meeting shall take place on the same date to the extent practicable.

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

Additional Agreements. SECTION 6.1 Preparation of the Form S-4 and the Joint Proxy Statement; Company ----------------------------------------------------------------------- Stockholders Meeting; Merger without a Company Stockholders Meeting.Meetings. ---------------------- (a) As soon as practicable following the acceptance for payment date of this Agreement, Mead and payment for shares of Company Common Stock by Sub in the Offer, the Company and Parent Westvaco shall prepare and file with the SEC the Joint Proxy Statement▇▇▇tement, and Mead shall prepare and cause Parent to file with the SEC the Form S-4, ▇▇ which the Joint Proxy Statement will be included as a prospectus. The Company Each of Mead and Westvaco shall use its reasonable best efforts to respond to all SEC have the Form ▇-▇ declared effective under the Securities Act as promptly as practicable after such filing. Mead and Westvaco shall, as promptly as practicable after receipt the▇▇▇▇, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Joint Proxy Statement Statement/Prospectus received from the SEC. Mead and Parent shall provide Westvaco with a reasonable opportunity ▇▇ ▇eview and comment on any amendment or supplement to the Form S-4 prior to filing such with the SEC, and with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/ Prospectus or the Form S-4 shall be made without the approval of both Mead and Westvaco, which approval shall not be unreasonably withheld ▇▇ ▇elayed; provided that with respect to documents filed by a party which are incorporated by reference in the Form S-4 or Joint 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, or the combined entity; and provided further that this approval right shall not apply with respect to information relating to a Mead Subsequent Determination or a Westvaco Subsequent Determination. ▇▇▇d shall use reasonable best efforts to cause the Joint Proxy State▇▇▇▇ to be mailed to Mead's shareholders, and Westvaco shall use reasonable best efforts t▇ ▇▇▇▇e the Joint Proxy Statement to be mailed to Westvaco's stockholders, in each case as promptly as practicable after the Company's Form S-4 is declared effective under the Securities Act. Mead shall advise Westvaco promptly after it receives notice thereof, ▇▇ the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to Mead or Westvaco, or any of their respective affiliates, officers or ▇▇▇▇ctors, should be discovered by Mead or Westvaco that should be set forth in an amendment or suppleme▇▇ ▇o any of the Form S-4 or the Joint Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders at the earliest practicable date. The Company, Parent of Mead and Sub, shall take all reasonable actions necessary or advisable to cause the Merger to be approved by shareholders and to effect the MergerWestvaco. (b) The Company willMead shall, as soon promptly as practicable following after the Proxy Trigger DateForm S-4 is declared ▇▇▇ective under the Securities Act, duly call, give notice of, convene and hold a meeting of its shareholders (the Company Stockholders Meeting "MEAD SHAREHOLDERS MEETING") in accordance with the OGCL for the purpo▇▇ ▇f obtaining the Mead Shareholder Approval and shall, subject to the provisions of Sec▇▇▇▇ 5.2(b), through its Board of Directors, recommend to its shareholders the approval and/or adoption of this Agreement, the Mead Merger and the other transactions contemplated hereby. (▇) Westvaco 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 "WESTVACO STOCKHOLDERS MEETING") in accordance with the DGCL for the purpose of approving obtaining the Westvaco Stockholder Approval and shall, subject to the provisions of Section 5.3(b), through its Board of Directors, recommend to its stockholders the approval and adoption of this Agreement Agreement, the Westvaco Merger and the other transactions contemplated hereby. At the Company Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the expiration of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent Westvaco and Mead shall (i) cause Sub promptly use reasonable best efforts to submit this Agreement hold the Mead Shareholders ▇▇▇▇ing and the transactions contemplated hereby for approval Westvaco Stockholders Meeting on th▇ ▇▇me date and adoption by its parent by written consent of sole stockholder; (ii) cause as soon as reasonably practicable after the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated herebydate hereof.

Additional Agreements. 6.1 Preparation of the Proxy Statement; Company Stockholders Meeting; Merger without a Company Stockholders Meeting. (a) As soon The Parties hereby agree that as practicable expeditiously as possible following the acceptance for payment execution of this Amendment, and payment for shares in any event within one (1) business day after the execution of Company Common Stock by Sub in the Offerthis Amendment, the Company shall use Reasonable Best Efforts to secure and Parent shall prepare and file cause to be filed with the SEC the Proxy Statement. The Company shall use its best efforts to respond to all SEC comments with respect to the Proxy Statement and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable date. The Company, Parent and Sub, shall take all reasonable actions necessary or advisable to cause the Merger to be approved by shareholders and to effect the Merger. (b) The Company will, as soon as practicable following the Proxy Trigger Date, duly call, give notice of, convene and hold the consents from Company Stockholders Meeting for necessary to secure the purpose Requisite Stockholder Approval of approving this the Agreement and the transactions contemplated herebyMerger, as amended by this Amendment (the “Supplemental Stockholder Approval”), which consents shall be in a form that is reasonably acceptable to the Buyer. At 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 by the Amendment. In addition, within one (1) business day after the execution of this Amendment, the Company Stockholders Meetingshall mail an addendum to the Disclosure Statement, Parent in a form reasonably acceptable to the Buyer, to the Company Stockholders. Such addendum shall cause all include (i) a summary describing the amendments to the Merger Agreement set forth in this Amendment, (ii) a statement that appraisal rights are available for the Company Shares pursuant to Section 262 of the shares DGCL and a copy of Company Common Stock then owned by Parent such Section 262, and Sub (iii) a written notice, pursuant to Sections 228 and any of their Subsidiaries or affiliates to be voted in favor 262(d) of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b)DGCL, in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% to all stockholders of the outstanding shares of Company Common Stock in that did not execute the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause written consent set forth above informing them that the Merger to become effectiveAgreement, as soon as practicable after this Amendment, and the expiration of Merger were adopted and approved by the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (d) Parent shall (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and the transactions contemplated hereby.

Additional Agreements. 6.1 Preparation of the 9.1 Proxy StatementStatement and Schedule 13E-3; Company Stockholders Meeting; Merger without a Company Stockholders MeetingShareholder Approval. (a) As soon promptly as practicable following after the acceptance for payment execution of and payment for shares of Company Common Stock by Sub in the Offerthis Agreement, the Company and Parent Purchaser shall cooperate and promptly prepare and file with the SEC a proxy statement relating to the meeting of the Company'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. The respective parties shall cause the Proxy StatementStatement and the Schedule 13E-3 to comply as to form in all material respects with the applicable provisions of the Exchange Act, including Regulation 14A and Rule 13e-3. The Company shall respective Parties, after consultation with the other, will use its best all reasonable efforts to respond to all any comments made by the SEC comments with respect to the Proxy Statement and the Schedule 13E-3. Each of the Purchaser and the Company shall furnish to cause 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 to be mailed to and the Company's stockholders at the earliest practicable date. The Company, Parent and Sub, shall take all reasonable actions necessary or advisable to cause the Merger to be approved by shareholders and to effect the MergerSchedule 13E-3. (b) No amendment or supplement to the Proxy Statement, the Schedule 13E-3 or any other SEC Document will be made by the Company without the reasonable approval of Purchaser. The Company willwill 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 soon any of such parties may reasonably request in connection with the preparation of the Proxy Statement and the Schedule 13E-3. Each Party agrees promptly to supplement, 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. If at any time prior to the Effective Time, any event or circumstance relating to Purchaser or its officers and directors, should be discovered by Purchaser which should be set forth in an amendment or supplement to the Proxy Statement or the Schedule 13E-3, Purchaser shall promptly inform the Company. If at any time prior to the Effective Time, any event or circumstance relating to the Company, or its officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Proxy Statement or the Schedule 13E-3, the Company shall promptly inform Purchaser. (d) As promptly as practicable following after the clearance of the Proxy Trigger DateStatement and the Schedule 13E-3 by the SEC, the Company shall mail the Proxy Statement to its shareholders (or, if the SEC chooses not to review the Proxy Statement and the Schedule 13E-3, within 10 days after the date that the SEC notifies the Company that it will not review the Proxy Statement). Subject to Sections 9.1(h) and 9.2, the Proxy Statement shall include the recommendation of the Board of Directors of the Company and the Special Committee thereof that approval of this Agreement, the Merger and the Amended and Restated Articles of Incorporation by the Company's shareholders is advisable and that the Board of Directors of the Company and the Special Committee have determined that the Merger and the Amended and Restated Articles of Incorporation is fair to, and in the best interests of, the Company's shareholders. (e) In accordance with the Company Articles of Incorporation and Company Bylaws, the Company shall duly call, give notice of, convene and hold the Company Stockholders Meeting 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 approving voting upon approval of this Agreement (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 transactions contemplated hereby. At Disinterested Shareholder Approval, subject to the terms of Section 9.1(h) and 9.2. (g) In connection with the Merger, the Company Stockholders Meeting, Parent shall cause furnish Purchaser with mailing labels containing the names and addresses of all record holders of the shares of Company Common Stock then owned by Parent and Sub and any with security position listings of their Subsidiaries or affiliates to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock held in the Offerstock depositories, the parties hereto agreeeach as of a recent date, at the 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 of Sub, to take all necessary in soliciting proxies and appropriate action to cause communicating the Merger to become effectivethe record and beneficial owners of shares of Company Common Stock. Subject to the requirements of applicable law, and except for such steps as soon as practicable after are necessary to disseminate the expiration Proxy Statement and any other documents necessary to consummate the Merger, Purchaser shall hold in confidence the information contained in such labels, listings and files, and shall use such information only in connection with the Merger. If this Agreement is terminated, Purchaser will deliver to the Company all copies of the Offer, without a meeting of stockholders of the Company, such information (and extracts and summaries thereof) then in accordance with Section 253 of the DGCLits or its agent's or advisor's possession. (dh) Parent shall Neither the Board of Directors of the Company nor any committee thereof shall, except as expressly permitted by this Section 9.1(h), (i) withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaser, the approval or recommendation of such Board of Directors of this Agreement, the Amended and Restated Articles of Incorporation or the Merger, (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal, or (iii) cause Sub promptly the Company to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement (each, an "Acquisition Agreement") related to any Acquisition Proposal. Notwithstanding the foregoing, in the event that, prior to obtaining the Disinterested Shareholder Approval, the Special Committee determines in good faith, after it has received a Superior Proposal and after receipt of advice from outside counsel, that the failure to do so would result in a reasonable possibility that the Board of Directors of the Company would breach its fiduciary duties to the Company's shareholders under applicable Law, the Board of Directors of the Company may (subject to this sentence) inform the Company's shareholders that it no longer believes that the Merger is advisable and no longer recommends approval and may (subject to this sentence) approve or recommend a Superior Proposal (and in connection therewith withdraw or modify its approval or recommendation of this Agreement, the Amended and Restated Articles of Incorporation or the Merger) (a "Subsequent Determination"), but only at a time that is after the second business day following Purchaser's receipt of written notice advising Purchaser that the Board of Directors of the Company has received a Superior Proposal specifying the material terms and conditions of such Superior Proposal (and including a copy thereof with all accompanying documentation, if in writing), identifying the person making such Superior Proposal and stating that it intends to make a Subsequent Determination. Notwithstanding any other provision of this Agreement, the Company shall submit this Agreement and the transactions contemplated hereby for approval Amended and adoption by Restated Articles of Incorporation to its parent by written consent shareholders at its Shareholders' Meeting even if the Board of sole stockholder; (ii) cause Directors of the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and Company determines at any time after the transactions contemplated hereby; and (iii) cause to be taken all additional actions necessary for Sub to adopt and approve this Agreement and date hereof that it is no longer advisable or recommends that the transactions contemplated herebyCompany's shareholders reject it.