Common use of Additional Agreements Clause in Contracts

Additional Agreements. SECTION 5.1 Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders' Meetings. (a) As soon as practicable following the date of this Agreement, Phone and ▇▇▇▇▇▇▇▇.▇▇▇ shall prepare and file with the SEC the Joint Proxy Statement, and Phone shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Phone and ▇▇▇▇▇▇▇▇.▇▇▇ shall use commercially reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Phone will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to Phone's stockholders, and ▇▇▇▇▇▇▇▇.▇▇▇ will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Phone shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of shares of Phone Common Stock in the Merger and the conversion of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone Common Stock, and ▇▇▇▇▇▇▇▇.▇▇▇ shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ and the holders of ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and without providing ▇▇▇▇▇▇▇▇.▇▇▇ the opportunity to review and comment thereon. Phone will advise ▇▇▇▇▇▇▇▇.▇▇▇ promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Phone Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to Phone or ▇▇▇▇▇▇▇▇.▇▇▇, or any of their respective affiliates, officers or directors, should be discovered by Phone or ▇▇▇▇▇▇▇▇.▇▇▇ which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of Phone and ▇▇▇▇▇▇▇▇.▇▇▇. (b) Phone 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 "Phone Stockholders' Meeting") in accordance with the DGCL for the purpose of obtaining the Phone Stockholder Approval and shall, subject to the provisions of Section 4.2(b) hereof, through its Board of Directors, recommend to its stockholders the approval of the issuance of the shares of Phone Common Stock in the Merger and the Phone Charter Amendment.

Additional Agreements. SECTION 5.1 Preparation of the Form S-4 and the Joint S-4, Proxy Statement; Stockholders' MeetingsStockholders Meeting. (a) As soon promptly as practicable following the date of this Agreement, Phone Parent and ▇▇▇▇▇▇▇▇.▇▇▇ shall prepare and file with the SEC the Joint Proxy Statement, and Phone Company 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 Phone Parent and ▇▇▇▇▇▇▇▇.▇▇▇ the Company shall use commercially all reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Phone will The Company shall use commercially reasonable best efforts to cause the Joint Proxy Statement to be mailed to Phone's stockholders, and ▇▇▇▇▇▇▇▇.▇▇▇ will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholders, in each case holders of Company Common Stock as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Phone shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of shares of Phone Common Stock in the Merger and the conversion of ▇▇▇▇▇▇▇▇effective.▇▇▇ Options into options to acquire Phone Common Stock, and ▇▇▇▇▇▇▇▇.▇▇▇ shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ and the holders of ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and without providing ▇▇▇▇▇▇▇▇.▇▇▇ the opportunity to review and comment thereon. Phone will advise ▇▇▇▇▇▇▇▇.▇▇▇ promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Phone Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. (b) If at any time prior to the Effective Time there shall occur (i) any information relating event with respect to Phone or ▇▇▇▇▇▇▇▇.▇▇▇, the Company or any of their respective affiliatesits subsidiaries, officers or directors, should be discovered with respect to other information supplied by Phone or ▇▇▇▇▇▇▇▇.▇▇▇ which should be set forth Company for inclusion in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either 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 that any of described, and 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 as required by law, disseminated to the stockholders of Phone and ▇▇▇▇▇▇▇▇.▇▇▇Company. (bc) Phone Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold a meeting of its stockholders (the "Phone Stockholders' Meeting") Company Stockholders Meeting in accordance with the DGCL for the purpose of obtaining the Phone Company Stockholder Approval and shall, subject to Section 4.3, the provisions of Section 4.2(b) hereof, through its Board of Directors, Directors of the Company shall recommend to its the Company's stockholders the approval and adoption of the issuance of the shares of Phone Common Stock in this Agreement, the Merger and the Phone Charter Amendmentother transactions contemplated hereby (the "Company Recommendation"). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(d) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligation. (e) The Company shall coordinate and cooperate with Parent with respect to the timing of the Company Stockholders Meeting.

Additional Agreements. SECTION 5.1 Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders' Meetings. (a) As soon as practicable following Subject to Section 5.10(b), Parent and the date of this Agreement, Phone and ▇▇▇▇▇▇▇▇.▇▇▇ shall prepare and file with the SEC the Joint Proxy Statement, and Phone shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Phone and ▇▇▇▇▇▇▇▇.▇▇▇ Company shall use commercially all reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Phone will use commercially reasonable efforts to take, or cause the Joint Proxy Statement to be mailed taken, all actions necessary to Phone's stockholdersconsummate the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.10(b), each party to this Agreement (i) shall make all filings (if any) and ▇▇▇▇▇▇▇▇.▇▇▇ will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Phone shall also take any action give all notices (if any) required to be taken under any applicable state securities laws in connection with the issuance of shares of Phone Common Stock in the Merger made and the conversion of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone Common Stock, and ▇▇▇▇▇▇▇▇.▇▇▇ shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ and the holders of ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock as may be reasonably requested in connection with any given by such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and without providing ▇▇▇▇▇▇▇▇.▇▇▇ the opportunity to review and comment thereon. Phone will advise ▇▇▇▇▇▇▇▇.▇▇▇ promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Phone Common Stock issuable party in connection with the Merger for offering and the other transactions contemplated by this Agreement, (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or sale in any jurisdictionContract, or any request otherwise) by such party in connection with 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 Phone or ▇▇▇▇▇▇▇▇.▇▇▇, Merger or any of their respective affiliatesthe other transactions contemplated by this Agreement, officers and (iii) shall use all reasonable efforts to lift any restraint, injunction or directors, should be discovered by Phone or ▇▇▇▇▇▇▇▇.▇▇▇ which should be set forth in an amendment or supplement other legal bar to any the Merger. The Company shall promptly deliver to Parent a copy of the Form S-4 or the Joint Proxy Statement, so that any of each 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 filing made, not misleading, each such notice given and each such Consent obtained by the party which discovers such information shall promptly notify Company during 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 Phone and ▇▇▇▇▇▇▇▇.▇▇▇Pre-Closing Period. (b) Phone shallNotwithstanding anything to the contrary contained in this Agreement, as promptly as practicable Parent shall not have any obligation under this Agreement: (i) to dispose or cause any of its subsidiaries to dispose of any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its subsidiaries to discontinue offering any product, or to commit to cause any of the Acquired Corporations to discontinue offering any product; (iii) to license or otherwise make available, or cause any of its subsidiaries to license or otherwise make available, to any Person, any technology, software or other Proprietary Asset, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Proprietary Asset; (iv) to hold separate or cause any of its subsidiaries to hold separate any assets or operations (either before or after the Form S-4 is declared effective under Closing Date), or to commit to cause any of the Securities Act, duly give notice of, convene and Acquired Corporations to hold a meeting separate any assets or operations; or (v) to make or cause any of its stockholders Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the "Phone Stockholders' Meeting") in accordance with the DGCL for the purpose future operations of obtaining the Phone Stockholder Approval and shall, subject to the provisions of Section 4.2(b) hereof, through its Board of Directors, recommend to its stockholders the approval any of the issuance of the shares of Phone Common Stock in the Merger and the Phone Charter AmendmentAcquired Corporations.

Additional Agreements. SECTION 5.1 Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders' Meetings. (a) As soon as practicable following Subject to Section 5.6(b), Parent and the date of this Agreement, Phone and ▇▇▇▇▇▇▇▇.▇▇▇ shall prepare and file with the SEC the Joint Proxy Statement, and Phone shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Phone and ▇▇▇▇▇▇▇▇.▇▇▇ Company shall use commercially all reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Phone will use commercially reasonable efforts to take, or cause the Joint Proxy Statement to be mailed taken, all actions necessary to Phone's stockholdersconsummate the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.6(b), each party to this Agreement (i) shall make all filings (if any) and ▇▇▇▇▇▇▇▇.▇▇▇ will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Phone shall also take any action give all notices (if any) required to be taken under any applicable state securities laws in connection with the issuance of shares of Phone Common Stock in the Merger made and the conversion of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone Common Stock, and ▇▇▇▇▇▇▇▇.▇▇▇ shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ and the holders of ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock as may be reasonably requested in connection with any given by such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and without providing ▇▇▇▇▇▇▇▇.▇▇▇ the opportunity to review and comment thereon. Phone will advise ▇▇▇▇▇▇▇▇.▇▇▇ promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Phone Common Stock issuable party in connection with the Merger for offering and the other transactions contemplated by this Agreement, (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or sale in any jurisdictionContract, or any request otherwise) by such party in connection with 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 Phone or ▇▇▇▇▇▇▇▇.▇▇▇, Merger or any of their respective affiliatesthe other transactions contemplated by this Agreement, officers and (iii) shall use all reasonable efforts to lift any restraint, injunction or directors, should be discovered by Phone or ▇▇▇▇▇▇▇▇.▇▇▇ which should be set forth in an amendment or supplement other legal bar to any the Merger. The Company shall promptly deliver to Parent a copy of the Form S-4 or the Joint Proxy Statement, so that any of each 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 filing made, not misleading, each such notice given and each such Consent obtained by the party which discovers such information shall promptly notify Company during 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 Phone and ▇▇▇▇▇▇▇▇.▇▇▇Pre-Closing Period. (b) Phone shallNotwithstanding anything to the contrary contained in this Agreement, as promptly as practicable Parent shall not have any obligation under this Agreement: (i) to dispose or cause any of its subsidiaries to dispose of any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its subsidiaries to discontinue offering any product, or to commit to cause any of the Acquired Corporations to discontinue offering any product; (iii) to license or otherwise make available, or cause any of its subsidiaries to license or otherwise make available, to any Person, any technology, software or other Proprietary Asset, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, or other Proprietary Asset; (iv) to hold separate or cause any of its subsidiaries to hold separate any assets or operations (either before or after the Form S-4 is declared effective under the Securities ActClosing Date), duly give notice of, convene and hold a meeting of its stockholders (the "Phone Stockholders' Meeting") in accordance with the DGCL for the purpose of obtaining the Phone Stockholder Approval and shall, subject or to the provisions of Section 4.2(b) hereof, through its Board of Directors, recommend commit to its stockholders the approval cause any of the issuance of the shares of Phone Common Stock in the Merger and the Phone Charter Amendment.Acquired Corporations to hold separate any assets or operations; or

Additional Agreements. SECTION 5.1 6.01. Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders' Stockholders Meetings. (a) As soon as practicable following the date of this Agreement, Phone and ▇▇▇▇▇▇▇▇.▇▇▇ the Company shall prepare and file with the SEC the Joint Proxy Statement, Statement in preliminary form and Phone Parent shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus, and each of the Company and Parent shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. The Company and Parent shall each give the other party an opportunity to review, comment on and make reasonable changes to the Proxy Statement and the Form S-4, respectively. Each of Phone the Company and ▇▇▇▇▇▇▇▇.▇▇▇ Parent shall use commercially its reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Phone will The Company shall use commercially its reasonable efforts to cause the Joint Proxy Statement to be mailed to Phonethe Company's stockholders, and ▇▇▇▇▇▇▇▇.▇▇▇ will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholders, in each case stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Phone Parent shall also take any reasonable action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable state securities laws in connection with the issuance of shares of Phone Parent Common Stock in the Merger and under the conversion of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone Common Stock, Company Stock Plans and ▇▇▇▇▇▇▇▇.▇▇▇ the Company shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ the Company and the holders of ▇▇▇▇▇▇▇▇.▇▇▇ the Company Common Stock and rights to acquire Company Common Stock pursuant to the Company Stock Plans as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and without providing ▇▇▇▇▇▇▇▇.▇▇▇ the opportunity to review and comment thereon. Phone will advise ▇▇▇▇▇▇▇▇.▇▇▇ The parties shall notify each other 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 receipt of any stop order, comments from the suspension SEC or its staff and of the qualification of the Phone Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC or its staff for amendment of amendments or supplements to the Joint Proxy Statement or the Form S-4 or comments thereon for additional information and responses thereto shall supply each other with copies of all correspondence between such or requests by any of its representatives, on the one hand, and the SEC for additional information. or its staff, on the other hand, with respect to the Proxy Statement, the Form S-4 or the Merger. (b) If at any time prior to the Effective Time any information relating event with respect to Phone the Company or ▇▇▇▇▇▇▇▇.▇▇▇any Company Subsidiary, or any of their respective affiliates, officers with respect to other information supplied by the Company for inclusion in the Proxy Statement or directors, should the Form S-4 shall occur which is required to be discovered by Phone or ▇▇▇▇▇▇▇▇.▇▇▇ which should be set forth described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, the Company will promptly notify Parent of such event, and the Company shall cooperate with Parent in the prompt filing with the SEC of any necessary amendment or supplement to any of the Proxy Statement and 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 as required by law, disseminated in disseminating the information contained in such amendment or supplement to the stockholders of Phone and ▇▇▇▇▇▇▇▇.▇▇▇the Company. (bc) Phone If at any time prior to the Effective Time any event with respect to Parent or any Parent Subsidiary, or with respect to other information supplied by the Parent for inclusion in the Proxy Statement or the Form S-4 shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Parent will promptly notify the Company of such event, and Parent shall cooperate with Company in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, as required by law, in disseminating the information contained in such amendment or supplement to the stockholders of the Company. (d) The Company shall, as promptly soon as practicable after following effectiveness of the Form S-4 is declared effective under the Securities ActS-4, duly call, give notice of, convene and hold a meeting of its stockholders (the "Phone Stockholders' Company Stockholders Meeting") in accordance with the DGCL for the purpose of obtaining seeking the Phone Company Stockholder Approval Approval. The Company shall consult with Parent in determining a date for such meeting that is reasonably acceptable to Parent and the Company. The Company shall, subject to through the provisions of Section 4.2(b) hereof, through its Board of DirectorsCompany Board, recommend to its stockholders that they give the Company Stockholder Approval, except to the extent that the Company Board shall have withdrawn or modified its approval or recommendation of the issuance of the shares of Phone Common Stock in this Agreement or the Merger as permitted by Section 5.02(b). (e) The Company shall instruct Deloitte & Touche LLP, the Company's independent public accountants, to deliver to Parent a letter dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to Parent, the Phone Charter Amendmentform and substance of which shall be negotiated between Parent and Deloitte & Touche LLP (with the intent that such letter should be customary in scope and substance for letters delivered by such accounting firm in connection with registration statements similar to the Form S-4). (f) Parent shall instruct KPMG Peat Marwick LLP, Parent's independent public accountants, to deliver to the Company a letter dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to the Company, the form and substance of which shall be negotiated among the Company, Parent and KPMG Peat Marwick LLP (with the intent that such letter should be customary in scope and substance for letters delivered by such accounting firm in connection with registration statements similar to the Form S-4).

Additional Agreements. SECTION 5.1 Preparation 5.01 Conduct of Business Prior to the Form S-4 and the Joint Proxy Statement; Stockholders' MeetingsClosing. (a) As soon as practicable following Parent and Rodeo, Inc. covenant and agree that, between the date of this Agreement and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, Phone unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of the Company and ▇▇▇▇▇▇▇▇.▇▇▇ the Company Subsidiaries shall prepare and file with the SEC the Joint Proxy Statementbe conducted only in, and Phone the Company and the Company Subsidiaries 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 Phone and ▇▇▇▇▇▇▇▇.▇▇▇ shall use commercially reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Phone will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to Phone's stockholders, and ▇▇▇▇▇▇▇▇.▇▇▇ will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Phone shall also not take any action required to be taken under any applicable state securities laws in connection with except in, the issuance ordinary course of shares of Phone Common Stock in business; (ii) the Merger Company and the conversion Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options the current employees of Rodeo, Inc. and to acquire Phone Common Stock, and ▇▇▇▇▇▇▇▇.▇▇▇ shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ preserve the current relationships of the Company and the holders of ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock as may be reasonably requested in connection Company Subsidiaries with any such action. No filing ofcustomers, or amendment or supplement to, contractholders and other Persons with whom the Form S-4 or the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and without providing ▇▇▇▇▇▇▇▇.▇▇▇ the opportunity to review and comment thereon. Phone will advise ▇▇▇▇▇▇▇▇.▇▇▇ promptly after it receives notice thereof, of the time when the Form S-4 has become effective Company or any supplement or amendment Company Subsidiary has been filed, significant business relations; (iii) the issuance of any stop order, Company and the suspension of the qualification of the Phone Common Stock issuable Company Subsidiaries shall comply in connection all material respects with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to Phone or ▇▇▇▇▇▇▇▇.▇▇▇, or any of their respective affiliates, officers or directors, should be discovered by Phone or ▇▇▇▇▇▇▇▇.▇▇▇ which should be set forth obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, so that any force with good and responsible insurance companies adequate insurance covering risks 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, types and 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 amounts as are consistent with the SEC and, to the extent required by law, disseminated to the stockholders of Phone and ▇▇▇▇▇▇▇▇.▇▇▇past practice. (b) Phone By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, as promptly as practicable after between the Form S-4 is declared effective under date of this Agreement and the Securities ActClosing, duly give notice directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, convene grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and hold a meeting limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its stockholders assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the "Phone Stockholders' Meeting"ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the DGCL for provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the purpose WARN Act or any similar state law or regulation because of obtaining a "plant closing" or "mass layoff" (each as defined in the Phone Stockholder Approval WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and shallany of their respective officers, subject directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the provisions of date hereof would be required to be disclosed pursuant to Section 4.2(b3.20; (xix) hereofmaterially alter (through merger, through its Board of Directorsliquidation, recommend to its stockholders reorganization, restructuring, conversion or in any other fashion) the approval corporate structure or ownership of the issuance Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the shares of Phone Common Stock in the Merger and the Phone Charter Amendmentforegoing.

Additional Agreements. SECTION 5.1 5.01. Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders' Meetings. (a) . As soon as practicable following the date of this Agreement, Phone the Company and ▇▇▇▇▇▇▇▇.▇▇▇ Parent shall prepare and file with the SEC the Joint Proxy Statement, Statement and Phone 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 Phone 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 filingfiling and to keep the Form S-4 effective for so long as necessary to complete the Merger. Phone The Company will use its commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to Phonethe Company's stockholders, stockholders and ▇▇▇▇▇▇▇▇.▇▇▇ Parent will use its commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇Parent's stockholdersshareholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Phone 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 shares of Phone Parent Common Stock in the Merger Merger, and the conversion of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone Common Stock, and ▇▇▇▇▇▇▇▇.▇▇▇ Company shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ the Company and the holders of ▇▇▇▇▇▇▇▇.▇▇▇ Company Common Stock as may be reasonably requested by Parent in connection with any such actionaction and the preparation, filing and distribution of the Joint Proxy Statement and the Form S-4. No filing of, or amendment or supplement to, the Form S-4 will be made by Parent, and no filing, or amendment or supplement to, the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and Parent or the Company, in each case without providing ▇▇▇▇▇▇▇▇.▇▇▇ the other party a reasonable opportunity to review and comment thereon. Phone will advise ▇▇▇▇▇▇▇▇.▇▇▇ The parties shall notify each other 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 receipt of any stop order, comments from the suspension SEC or the staff of the qualification SEC and of the Phone Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC or the staff of the SEC for amendment of amendments or supplements to the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC 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 Phone the Company or ▇▇▇▇▇▇▇▇.▇▇▇Parent, or any of their respective affiliatesAffiliates, officers directors or directorsofficers, should be discovered by Phone the Company or ▇▇▇▇▇▇▇▇.▇▇▇ Parent which should be set forth in an amendment or supplement to any either of the Form S-4 or the Joint Proxy Statement, so that any 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 which that 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 Parent and the stockholders of Phone and ▇▇▇▇▇▇▇▇the Company.▇▇▇. (b) Phone 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 "Phone Stockholders' Meeting") in accordance with the DGCL for the purpose of obtaining the Phone Stockholder Approval and shall, subject to the provisions of Section 4.2(b) hereof, through its Board of Directors, recommend to its stockholders the approval of the issuance of the shares of Phone Common Stock in the Merger and the Phone Charter Amendment.

Additional Agreements. SECTION 5.1 Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders' MeetingsSection 7.1 Schedule 13E-3. (a) As soon as reasonably practicable following the date of this Agreementhereof but in any event within twenty (20) Business Days after the date hereof, Phone the Company, Parent and ▇▇▇▇▇▇▇▇.▇▇▇ 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 Joint Proxy Statement, and Phone shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus“Schedule 13E-3”). Each of Phone the Company, Parent and ▇▇▇▇▇▇▇▇.▇▇▇ Merger Sub shall use commercially its reasonable best efforts to have ensure that the Form S-4 declared effective under Schedule 13E-3 complies in all material respects with the Securities requirements of the Exchange Act as promptly as practicable after such filingand the rules and regulations promulgated thereunder. Phone will Each of the Company, Parent and Merger Sub shall use commercially its reasonable best efforts to cause respond promptly to any comments of the Joint Proxy Statement SEC with respect to be mailed the Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to Phone's stockholdersthe Company in the preparation, filing, and ▇▇▇▇▇▇▇▇.▇▇▇ will use commercially mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3, the Company shall promptly notify Parent and Merger Sub, and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the staff of the SEC, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable efforts opportunity to cause review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Joint Proxy Statement Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to be mailed the contrary, and subject to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholderscompliance with the terms of Section 6.2(e), in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Phone shall also take any action required to be taken under any applicable state securities laws in connection with any disclosure regarding a Change in Company Recommendation, the issuance Company shall not be required to provide Parent or Merger Sub with the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosure. (b) Each of shares of Phone Common Stock in the Company, Parent and Merger and the conversion of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone Common Stock, and ▇▇▇▇▇▇▇▇.▇▇▇ Sub shall promptly furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ and such party to the holders of ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock others as may be reasonably requested in connection with the preparation, filing, and mailing/distribution of the Schedule 13E-3 or any such actionother documents filed or to be filed with the SEC in connection with the Transactions. No filing ofEach of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or amendment Representatives, that none of the information supplied or supplement toto be supplied by Parent, the Form S-4 Merger Sub or the Joint Proxy Statement will Company, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and without providing ▇▇▇▇▇▇▇▇.▇▇▇ filed with the opportunity to review and comment thereon. Phone will advise ▇▇▇▇▇▇▇▇.▇▇▇ promptly after it receives notice thereofSEC in connection with the Transactions, will, as of the time when the Form S-4 has become effective such documents (or any amendment thereof or supplement or amendment has been filed, thereto) are mailed to the issuance of any stop order, the suspension shareholders of the qualification Company, contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the Phone Common Stock issuable circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for offering inclusion or sale incorporation by reference in such document will not contain any jurisdictionuntrue statement of a material fact, or any request by omit to state a material fact required to be made therein, or necessary in order to make the SEC for amendment statements made, in the light of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional informationcircumstances under which they were made, not misleading. If at any time prior to the Effective Time Time, any information event or circumstance relating to Phone Parent, Merger Sub or ▇▇▇▇▇▇▇▇.▇▇▇the Company, or any of their respective affiliatesAffiliates, officers or directors, should be discovered by Phone or ▇▇▇▇▇▇▇▇.▇▇▇ which that should be set forth in an amendment or a supplement to any of the Form S-4 or the Joint Proxy Statement, Schedule 13E-3 so that any of such documents document would not include any misstatement of a material fact or omit to state any a material fact required to be made therein, or necessary in order to make the statements thereinmade, in the light of the circumstances under which they were made, not misleading, the party which discovers discovering such information event or circumstance shall promptly notify inform the other parties hereto and an appropriate amendment or supplement describing such information event or circumstance shall be promptly filed with the SEC and, and disseminated to the shareholders of the Company to the extent required by lawLaw; provided that prior to such filing, disseminated 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 stockholders of Phone other party and ▇▇▇▇▇▇▇▇.▇▇▇their Representatives a reasonable opportunity to comment thereon. (bc) Phone shall, As soon as promptly as reasonably practicable after the Form S-4 is declared effective under SEC staff confirms that it has no further comments on the Securities ActSchedule 13E-3, duly give notice of, convene and hold the Company shall (i) establish a meeting record date for determining shareholders of its stockholders the Company to whom the Schedule 13E-3 will be mailed or distributed (the "Phone Stockholders' Meeting"“Record Date”) in accordance with and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the DGCL for the purpose of obtaining the Phone Stockholder Approval and shall, subject Schedule 13E-3 to the provisions holders of Section 4.2(b) hereofShares, through its Board of Directorsincluding Shares represented by ADSs, recommend to its stockholders the approval as of the issuance Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the shares of Phone Common Stock in Schedule 13E-3 will be mailed/distributed (the Merger “Record ADS Holders”) and (B) provide the Phone Charter AmendmentSchedule 13E-3 to all Record ADS Holders.

Additional Agreements. SECTION 5.1 Section 6.1 Preparation of the Form S-4 F-4 and the Joint Proxy Statement; Stockholders' MeetingsSchedule 13E-3. (a) As soon promptly as practicable following after the date execution of this Agreement, Phone and ▇▇▇▇▇▇▇▇.▇▇▇ shall Parent shall, with the assistance of the Company, prepare and file with the SEC a registration statement on Form F-4 with respect to the Joint Proxy Statement, and Phone shall prepare and file Parent Shares to be issued with the Merger. Parent shall promptly respond to any comments made by the SEC regarding the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Phone F-4 and ▇▇▇▇▇▇▇▇.▇▇▇ shall use commercially reasonable efforts endeavor to have the Form S-4 F-4 declared effective under the Securities Act as promptly as practicable after such filing. Phone will use commercially reasonable efforts to filing with the SEC and cause the Joint Proxy Statement Prospectus to be mailed delivered to Phone's stockholders, and ▇▇▇▇▇▇▇▇.▇▇▇ will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Phone shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of shares of Phone Common Stock in the Merger and the conversion of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone Common Stock, and ▇▇▇▇▇▇▇▇.▇▇▇ shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ and the shareholders or holders of ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock as may be reasonably requested in connection with any such actionCompany ADSs. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement F-4 will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and Parent without providing ▇▇▇▇▇▇▇▇.▇▇▇ the Company a reasonable opportunity to review and comment thereon. Phone will advise ▇▇▇▇▇▇▇▇.▇▇▇ Each Party shall, as promptly as practicable after it receives notice 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 time when SEC. The Company shall furnish as promptly as practicable such information concerning the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Phone Common Stock issuable Company reasonably requested in connection with the Form F-4 or other filings required under applicable Laws. (b) Parent, Merger for offering or sale in any jurisdictionSub and the Company shall prepare and file with the SEC the Schedule 13E-3. Parent, or any request Merger Sub and the Company shall cause the Schedule 13E-3 to comply with the rules and regulations promulgated by the SEC for amendment and respond promptly to any comments of the Joint Proxy Statement SEC regarding the Schedule 13E-3. Each Party shall, as promptly as practicable after the receipt thereof, provide to the other Party copies of any written comments and advise the other Party of any oral comments, with respect to the Schedule 13E-3 received from the staff of the SEC. Each of Parent, Merger Sub and the Company will be provided with a reasonable opportunity to review and comment on the initial Schedule 13E-3 and any amendment or supplement thereto prior to filing with the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. SEC. (c) If at any time prior to the Effective Time Time, any information relating to Phone or ▇▇▇▇▇▇▇▇.▇▇▇, each Party or any of their respective affiliatesits Affiliates, directors or officers or directors, should be discovered by Phone or ▇▇▇▇▇▇▇▇.▇▇▇ such Party, which should be set forth in an amendment or supplement to any of the Form S-4 F-4 or the Joint Proxy Statement, Schedule 13E-3 so that any of such documents 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 are made, not misleading, the party which discovers such information Party shall promptly notify the other parties hereto Party of such information and an appropriate the other Party shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of Phone and ▇▇▇▇▇▇▇▇.▇▇▇Form F-4 or Schedule 13E-3. (bd) Phone 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 "Phone Stockholders' Meeting") Parent shall use reasonable efforts to cause any Parent ADSs to be issued in accordance connection with the DGCL Merger to be approved for the purpose of obtaining the Phone Stockholder Approval and shalllisting on The New York Stock Exchange, such listing to be subject to the provisions official notice of Section 4.2(b) hereof, through its Board of Directors, recommend to its stockholders the approval of the issuance of the shares of Phone Common Stock in the Merger and the Phone Charter Amendmentissuance.

Additional Agreements. SECTION 5.1 Preparation (i) The Executive represents that he or she has not, and agrees that he or she will not, in any way disparage the Company or its current and former officers, directors and employees, or make or solicit any comments, statements, or the like to the media or to others that may be considered to be derogatory or detrimental to the good name or business reputation of any of the Form S-4 and the Joint Proxy Statement; Stockholders' Meetings.aforementioned parties or entities; (aii) As soon The Executive further agrees that he or she will not at any time discuss any matter concerning the Company with anyone adverse or potentially adverse to the Company on any matter, including, without limitation, employment claims or customer claims, without the prior written consent of the Company. However, if required by a governmental regulatory agency or self-regulatory agency to provide testimony or information regarding the Company, the Executive will cooperate with said regulatory agency. If compelled to testify by a validly served subpoena or by regulatory authority, the Executive will testify truthfully as practicable following the date of this Agreement, Phone and ▇▇▇▇▇▇▇▇.▇▇▇ shall prepare and file to all matters concerning his or her employment with the SEC Company. If a regulatory agency or self-regulatory agency contacts the Joint Proxy Statement, and Phone shall prepare and file with Executive regarding the SEC Company or if the Form S-4, in which the Joint Proxy Statement will be included as Executive receives a prospectus. Each of Phone and ▇▇▇▇▇▇▇▇.▇▇▇ shall use commercially reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Phone will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to Phone's stockholders, and ▇▇▇▇▇▇▇▇.▇▇▇ will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Phone shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of shares of Phone Common Stock in the Merger and the conversion of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone Common Stock, and ▇▇▇▇▇▇▇▇.▇▇▇ shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ and the holders of ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock as may be reasonably requested in connection with any such action. No filing of, subpoena or amendment other court or supplement to, the Form S-4 or the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and without providing ▇▇▇▇▇▇▇▇.▇▇▇ the opportunity to review and comment thereon. Phone will advise ▇▇▇▇▇▇▇▇.▇▇▇ promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Phone Common Stock issuable in connection with the Merger for offering or sale legal process relating in any jurisdictionway to the Company, or any request by present or former Company customer or employee, the SEC for amendment Executive immediately will give the Company prior written notice and shall make himself or herself available to be interviewed concerning the subject matter of such contact; and (iii) The Executive agrees to cooperate with and make himself or herself readily available to the Company or its General Counsel, as the Company may reasonably request, to assist it in any matter, including litigation or proceedings or potential litigation or proceedings, over which the Executive may have knowledge, information or expertise, provided, however, that the Company shall pay the reasonable out-of-pocket expenses of the Joint Proxy Statement Executive in performing his 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 Phone or ▇▇▇▇▇▇▇▇her obligations under this Section 2(g)(iii).▇▇▇, or any of their respective affiliates, officers or directors, should be discovered by Phone or ▇▇▇▇▇▇▇▇.▇▇▇ which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of Phone and ▇▇▇▇▇▇▇▇.▇▇▇. (b) Phone 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 "Phone Stockholders' Meeting") in accordance with the DGCL for the purpose of obtaining the Phone Stockholder Approval and shall, subject to the provisions of Section 4.2(b) hereof, through its Board of Directors, recommend to its stockholders the approval of the issuance of the shares of Phone Common Stock in the Merger and the Phone Charter Amendment.

Additional Agreements. SECTION 5.1 Preparation of the Form S-4 Section 6.01 Proxy Statement and the Joint Proxy Statement; Stockholders' Meetings. (a) Schedule 13E-3. As soon as practicable following the date of this Agreement, Phone the Company, with the assistance of Parent and ▇▇▇▇▇▇▇▇.▇▇▇ 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 SEC Company’s memorandum and articles of association (such proxy statement and notice, as amended or supplemented, being referred to herein as the Joint “Proxy Statement”). Concurrently with the preparation of the Proxy Statement, the Company, Parent and Phone Merger Sub shall jointly prepare a Schedule 13E-3. The Company, Parent and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Phone and ▇▇▇▇▇▇▇▇.▇▇▇ Merger Sub shall use commercially reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Phone will use commercially their reasonable efforts to cause the Joint initial Schedule 13E-3 to be filed with the SEC (with the initial Proxy Statement to be mailed to Phone's stockholders, and ▇▇▇▇▇▇▇▇.▇▇▇ will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholders, in each case filed as promptly an exhibit) as soon as practicable after the Form S-4 is declared effective under date of this Agreement. Each of the Securities Act. Phone Company, Parent and Merger Sub shall also take any action required use its reasonable best efforts so that the Schedule 13E-3 will comply as to be taken under any applicable state securities laws form in connection all material respects with the issuance requirements of shares of Phone Common Stock in the Merger Exchange Act and the conversion rules and regulations promulgated thereunder. Each of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options the Company, Parent and Merger Sub shall use its reasonable best efforts to acquire Phone Common Stockrespond promptly to any comments of the SEC with respect to the Proxy Statement and Schedule 13E-3 and to resolve comments from the SEC. Each of the Company, Parent and ▇▇▇▇▇▇▇▇.▇▇▇ Merger Sub shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ and such party to the holders of ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock others as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement and Schedule 13E-3. The Company shall promptly notify Parent and Merger Sub upon the receipt of any such actioncomments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and Schedule 13E-3 and shall provide Parent with copies of all correspondence between it and its Representatives, on the one hand, and the SEC and its staff, on the other hand. No Prior to filing of, or mailing the Proxy Statement and Schedule 13E-3 (or any amendment or supplement tothereto) or responding to any comments of the SEC with respect thereto, the Form S-4 or the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent Company (i) shall provide Parent and without providing ▇▇▇▇▇▇▇▇.▇▇▇ the opportunity Merger Sub a reasonable amount of time to review and comment thereon. Phone will advise ▇▇▇▇▇▇▇▇.▇▇▇ promptly after it receives notice thereof, of the time when the Form S-4 has become effective on such document or any supplement response and (ii) shall consider in good faith including in such document or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Phone Common Stock issuable in connection with the response all comments reasonably proposed by Parent and Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional informationSub. If at any time prior to the Effective Time Shareholders’ Meeting, any information relating to Phone or ▇▇▇▇▇▇▇▇.▇▇▇the Company, Parent, Merger Sub or any of their respective affiliatesAffiliates, officers or directors, should be is discovered by Phone the Company, Parent or ▇▇▇▇▇▇▇▇.▇▇▇ Merger Sub which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, Statement and Schedule 13E-3 so that (x) the Proxy Statement and Schedule 13E-3 shall not contain any of such documents would not include any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, and (y) the shareholders of the Company are able to make an informed decision on whether or not to attend the Shareholders’ Meeting and how to vote, the party 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 lawapplicable Law, disseminated to the stockholders of Phone and ▇▇▇▇▇▇▇▇.▇▇▇. (b) Phone 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 "Phone Stockholders' Meeting") in accordance with the DGCL for the purpose of obtaining the Phone Stockholder Approval and shall, subject to the provisions of Section 4.2(b) hereof, through its Board of Directors, recommend to its stockholders the approval shareholders of the issuance of the shares of Phone Common Stock in the Merger and the Phone Charter AmendmentCompany.

Additional Agreements. SECTION 5.1 Section 6.01 Preparation of the Form S-4 S-4, Proxy Statement and the Joint Proxy StatementSchedule 13E-3; Stockholders' MeetingsCompany Stockholders Meeting. (a) As soon promptly as practicable following after the 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 this Agreementthe Company relating to the Company Stockholders Meeting (together with any amendments or supplements thereto, Phone the “Proxy Statement”) and ▇▇▇▇▇▇▇▇.▇▇▇ Parent shall prepare and file with the SEC the Joint Proxy Statement, and Phone shall prepare and file cause to be filed with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Phone , and ▇▇▇▇▇▇▇▇.▇▇▇ the Schedule 13E-3, and Parent and the Company shall use commercially 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. Phone will Each of the Company and Parent shall furnish all information concerning such Person and its Affiliates to the other, and provide such other assistance, as may be reasonably requested in connection with the 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 commercially 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. 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 have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Company and Parent shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities Act, the Exchange Act, any applicable state securities or “blue sky” laws and the rules and regulations thereunder in connection with the Transactions. (b) If prior to the Effective Time, any event occurs with respect to Parent, or any change occurs with respect to other information supplied by Parent 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 shall, as soon as reasonably practicable following the date of this Agreement, duly call, give notice of, convene and hold the Company Stockholders Meeting for the sole purposes of seeking the Company Requisite Stockholder Approvals, considering and voting (on a non-advisory basis) upon specified compensation that may become payable to certain of the Company’s executive officers (if required), considering and voting upon a proposal to adjourn the Company Stockholders Meeting from time to time to a later date, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Company Stockholders Meeting to obtain the Company Requisite Stockholder Approvals, and transacting such other business as may properly come before the Company Stockholders Meeting or any adjournment or postponement of the Company Stockholders Meeting. The Company shall use its reasonable best efforts to (i) cause the Joint Proxy Statement to be mailed to Phone's stockholders, and ▇▇▇▇▇▇▇▇.▇▇▇ will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholders, in each case Company’s stockholders as promptly as reasonably practicable after the Form S-4 is declared effective under the Securities ActAct 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. Phone The Company shall, through the Company Board and the Special Committee, recommend to its stockholders that they give the Company Requisite Stockholder Approvals and shall also take any action required include such recommendation in the Proxy Statement, except to be taken under any applicable state securities laws the extent that the Company Board or Special Committee shall have made a Change in connection with Recommendation as permitted by Section 5.02(f) or Section 5.02(g). If on a date for which the issuance Company Stockholders Meeting is scheduled, the Company has not received proxies representing a sufficient number of shares of Phone Company Common Stock in to obtain the Merger and the conversion of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone Common StockCompany Requisite Stockholder Approvals, and ▇▇▇▇▇▇▇▇.▇▇▇ shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ and the holders of ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock as may be reasonably requested in connection with any such action. No filing of, whether or amendment or supplement tonot a quorum is present, the Form S-4 Company shall have the right (but not the obligation) to make one or the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and without providing ▇▇▇▇▇▇▇▇.▇▇▇ the opportunity to review and comment thereon. Phone will advise ▇▇▇▇▇▇▇▇.▇▇▇ promptly after it receives notice thereof, more successive postponements or adjournments of the time when Company Stockholders Meeting, provided that (excluding any adjournments or postponements required by applicable Law) the Form S-4 has become effective 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 supplement adjournments or amendment has been filedpostponements required by applicable Law). The Company agrees that its obligations pursuant to this Section 6.01 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Acquisition Proposal, by the making of any Change in Recommendation or by the occurrence of an Intervening Event. Notwithstanding the foregoing, the issuance of any stop order, Company may adjourn or postpone the suspension of the qualification of the Phone Common Stock issuable in connection Company Stockholders Meeting from time to time (i) with the Merger for offering consent of Parent (not to be unreasonably withheld, conditioned or sale in any jurisdiction, delayed) or any request by (ii) if 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 Phone or ▇▇▇▇▇▇▇▇.▇▇▇, or any of their respective affiliates, officers or directors, should be discovered by Phone or ▇▇▇▇▇▇▇▇.▇▇▇ which should be set forth in Company determines an amendment or supplement to any of the Form S-4 or Proxy Statement is required by applicable Law (in which case the Joint Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit Company Stockholders Meeting shall be adjourned to state any material fact necessary to make ensure the statements therein, in light of the circumstances under which they 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, is provided to the extent required by law, disseminated to the stockholders of Phone and ▇▇▇▇▇▇▇▇Company’s stockholders).▇▇▇. (b) Phone 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 "Phone Stockholders' Meeting") in accordance with the DGCL for the purpose of obtaining the Phone Stockholder Approval and shall, subject to the provisions of Section 4.2(b) hereof, through its Board of Directors, recommend to its stockholders the approval of the issuance of the shares of Phone Common Stock in the Merger and the Phone Charter Amendment.

Additional Agreements. SECTION 5.1 9.1 Preparation and Filing of the Form S-4 Registration Statements, the Proxy/Consent Solicitation Statement and the Joint Proxy Statement; Stockholders' MeetingsOther Filings. (a) As soon as reasonably practicable following after the date of this Agreement, Phone the parties shall cooperate fully with each other in connection with the preparation of the Registration Statements, the Proxy/Consent Solicitation Statement and any other statements, reports or filings with the SEC or state or foreign securities regulators relating to the Transactions and any other materials to be disseminated by GM to its stockholders in connection with the Transactions (the foregoing being collectively referred to herein as the "Disclosure Documents"). Each of the Purchaser, GM and ▇▇▇▇▇▇, as and to the extent applicable, shall take all commercially reasonable actions in order to cause the Registration Statements and any other Disclosure Documents, including any and all amendments thereto, to be executed and filed with the SEC and submitted or filed with any applicable foreign and state securities law regulators in accordance with Applicable Law, in each case as soon as reasonably practicable after the date hereof. The parties shall promptly provide each other with copies of, and consult with each other and prepare written responses with respect to, any written comments received from the SEC and other state and foreign securities regulators with respect to the Registration Statements, the Proxy/Consent Solicitation Statement and any other Disclosure Documents and promptly advise each other of any oral comments received from the SEC and other state and foreign securities regulators, and, to the extent reasonably practicable under the circumstances, shall offer a reasonable opportunity to appropriate representatives of the other parties to participate in any telephone calls with the SEC or any state or foreign securities regulator the purpose of which is to discuss comments made by such regulators. The parties shall respond to any comments made by the SEC or any state or foreign securities regulator as soon as reasonably practicable following the receipt of such comments (it being understood and agreed that GM shall be expressly permitted to respond as it deems appropriate (subject to Purchaser's concurrence therewith, which concurrence shall not be unreasonably withheld or delayed) to any comments by the SEC or any state or foreign securities regulators relating to the formulation of the Requisite Vote Matters to be submitted by GM to its stockholders for approval). No amendment or supplement to any Registration Statement, the Proxy/Consent Solicitation Statement or any other Disclosure Document (or any related materials) will be filed or submitted to the SEC or any state or foreign regulator or publicly disseminated by any of the parties without the approval of the other parties, which shall not be unreasonably withheld or delayed. The parties shall use reasonable best efforts to cause the Registration Statements to be declared effective by the SEC and to obtain appropriate approvals from all other applicable foreign and state securities law regulators in accordance with Applicable Law, except for any such approvals the failure of which would not reasonably be expected to have a material adverse impact on the ability of the parties to consummate the transactions contemplated by the Transaction Agreements. The parties shall take all other actions with respect to the preparation and delivery of the Registration Statements, the Proxy/Consent Solicitation Statement and any other Disclosure Documents as required by Section 7.2 hereof. (b) The Purchaser shall, and shall cause Merger Sub to, promptly furnish ▇▇.▇▇▇▇ shall prepare and file GM with all information concerning the SEC Purchaser, Merger Sub and, to the Joint Proxy Statementextent applicable and obtainable by the Purchaser or Merger Sub using reasonable best efforts, and Phone shall prepare and file with any Purchaser Affiliate, as may be requested for inclusion in the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectusRegistration Statements. Each of Phone GM and ▇▇▇▇▇▇▇▇.▇▇▇ shall use commercially reasonable efforts to have promptly furnish the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Phone will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to Phone's stockholdersPurchaser with all information concerning GM, and ▇▇▇▇▇▇▇▇.▇▇▇ will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to , any Subsidiary of ▇▇▇▇▇▇ (other than PanAmSat and HSSL) or, to the extent obtainable by GM or ▇▇▇.▇▇▇ using reasonable best efforts, PanAmSat and HSSL, as may be requested for inclusion in the Registration Statements. If at any time prior to the Merger Effective Time, any information pertaining to the Purchaser or Merger Sub contained in or omitted from the Registration Statements makes the statements contained therein false or misleading, the Purchaser shall promptly inform ▇▇▇'s stockholders, in each case as ▇▇▇ and GM and shall promptly as practicable after provide the Form S-4 is declared effective under information necessary to make the Securities Actstatements contained therein not false or misleading. Phone shall also take If at any action required time prior to be taken under any applicable state securities laws in connection with the issuance of shares of Phone Common Stock in the Merger Effective Time, any information pertaining to any Purchaser Affiliate contained in or omitted from the Registration Statements, to the knowledge of the Purchaser, makes the statements contained therein false or misleading, the Purchaser shall promptly inform ▇▇▇▇▇▇ and GM and shall use reasonable best efforts to promptly provide the conversion information necessary to make the statements contained therein not false or misleading. If at any time prior to the Merger Effective Time, any information pertaining to GM, ▇▇▇▇▇▇ or any Subsidiary of ▇▇▇▇▇▇ (other than PanAmSat or HSSL) contained in or omitted from the Registration Statements makes the statements contained therein false or misleading, ▇▇▇▇▇▇ and GM shall promptly inform the Purchaser and shall promptly provide the information necessary to make the statements contained therein not false or misleading. If at any time prior to the Merger Effective Time, any information pertaining to PanAmSat or HSSL contained in or omitted from the Registration Statements, to the Knowledge of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone Common Stock, and makes the statements contained therein false or misleading, ▇▇▇▇▇▇ shall promptly inform GM and the Purchaser and shall use reasonable best efforts to promptly provide the information necessary to make the statements contained therein not false or misleading. (c) The Purchaser shall, and shall cause Merger Sub to, promptly furnish GM with all information concerning the Purchaser, Merger Sub and, to the extent obtainable by the Purchaser or Merger Sub using reasonable best efforts, any Purchaser Affiliate, as may be requested for inclusion in the Proxy/Consent Solicitation Statement or any other Disclosure Document. ▇▇▇.▇▇▇ shall promptly furnish GM with all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ and the holders , any Subsidiary of ▇▇▇▇▇▇ (other than PanAmSat and HSSL) or, to the extent obtainable by ▇▇▇.▇▇▇ Common Stock using reasonable best efforts, PanAmSat and HSSL, as may be reasonably requested for inclusion in connection the Proxy/Consent Solicitation Statement or any other Disclosure Document. GM and ▇▇▇▇▇▇ shall promptly furnish the Purchaser with any such action. No filing ofall information concerning GM, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and without providing , any Subsidiary of ▇▇▇▇▇▇▇▇.▇▇▇ (other than PanAmSat and HSSL) or, to the opportunity to review and comment thereon. Phone will advise extent obtainable by GM or ▇▇▇▇▇▇▇▇.▇▇▇ promptly after it receives notice thereofusing reasonable best efforts, of PanAmSat and HSSL, as may be requested for inclusion in the time when the Form S-4 has become effective Proxy/Consent Solicitation Statement or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Phone Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional informationother Disclosure Document. If at any time prior to the Merger Effective Time Time, any information relating pertaining to Phone the Purchaser or Merger Sub contained in or omitted from the Proxy/Consent Solicitation Statement or any other Disclosure Document makes the statements contained therein false or misleading, the Purchaser shall promptly inform GM and shall promptly provide the information necessary to make the statements contained therein not false or misleading. If at any time prior to the Merger Effective Time, any information pertaining to any Purchaser Affiliate contained in or omitted from the Proxy/Consent Solicitation Statement or any other Disclosure Document, to the knowledge of the Purchaser, makes the statements contained therein false or misleading, the Purchaser shall promptly inform GM and use reasonable best efforts to promptly provide the information necessary to make the statements contained therein not false or misleading. If at any time prior to the Merger Effective Time, any information pertaining to ▇▇▇▇▇▇ or any Subsidiary of ▇▇▇▇▇▇ (other than PanAmSat or HSSL) contained in or omitted from the Proxy/Consent Solicitation Statement or any other Disclosure Document makes the statements contained therein false or misleading, ▇▇▇▇▇▇ shall promptly inform GM and the Purchaser and shall promptly provide the information necessary to make the statements contained therein not false or misleading. If at any time prior to the Merger Effective Time, any information pertaining to PanAmSat or HSSL contained in or omitted from the Proxy/Consent Solicitation Statement or any other Disclosure Document, to the Knowledge of ▇▇▇▇▇▇▇▇.▇▇▇, makes the statements contained therein false or any of their respective affiliatesmisleading, officers or directors, should be discovered by Phone or ▇▇▇▇▇▇▇▇.▇▇▇ which should be set forth in an amendment or supplement shall promptly inform GM and the Purchaser and use reasonable best efforts to any of promptly provide 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 information necessary to make the statements thereincontained therein not false or misleading. If at any time prior to the Merger Effective Time, any information pertaining to GM contained in light of or omitted from the circumstances under which they were made, not Proxy/Consent Solicitation Statement or any other Disclosure Document makes the statements contained therein false or misleading, the party which discovers such information GM shall promptly notify inform the other parties hereto Purchaser and an appropriate amendment shall promptly provide the information necessary to make the statements contained therein not false or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of Phone and ▇▇▇▇▇▇▇▇misleading.▇▇▇. (b) Phone 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 "Phone Stockholders' Meeting") in accordance with the DGCL for the purpose of obtaining the Phone Stockholder Approval and shall, subject to the provisions of Section 4.2(b) hereof, through its Board of Directors, recommend to its stockholders the approval of the issuance of the shares of Phone Common Stock in the Merger and the Phone Charter Amendment.

Additional Agreements. SECTION 5.1 Section 6.01 Preparation of the Form S-4 Proxy Statement and the Joint Proxy StatementSchedule 13E-3; Stockholders' MeetingsCompany Shareholders Meeting. (a) As soon reasonably promptly as practicable following the date Agreement Date, the Company will, in a manner that complies in all material respects with Regulation 14A promulgated under the Exchange Act with respect to the Transactions, prepare and cause to be filed with the SEC a proxy statement to be sent to the Company’s shareholders relating to the Company Shareholders Meeting that reflects the terms and conditions of this Agreement, Phone and ▇▇▇▇▇▇▇▇includes the notice of appraisal rights in the Merger to the holders of shares of Company Shares as required by Section 106(2) of the Bermuda Companies Act, and a copy of the Fairness Opinion in its entirety (including a description of the Fairness Opinion and the financial analysis relating thereto), (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Parent will furnish to the Company all information reasonably requested by the Company concerning Parent, Sumitomo or Merger Sub, and provide such other assistance, as the Company may reasonably request in connection with the preparation, filing and distribution of the Proxy Statement. The Company will notify Parent reasonably promptly after its receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement and will provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand. The Company will use its reasonable best efforts to respond as reasonably promptly as practicable to any comments from the SEC with respect to the Proxy Statement, and Parent will cooperate in connection therewith. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company will (i) provide Parent an opportunity to review and comment on the Proxy Statement or response (including the proposed final version of the Proxy Statement or response); and (ii) include all comments reasonably proposed by Parent.▇▇▇ shall (b) The Company and Parent will cooperate to (i) concurrently with the preparation and filing of the Proxy Statement, jointly prepare and file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the Joint Proxy Statement“Schedule 13E-3”) relating to the Transactions, and Phone shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Phone and ▇▇▇▇▇▇▇▇.▇▇▇ shall use commercially reasonable efforts furnish to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Phone will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to Phone's stockholders, and ▇▇▇▇▇▇▇▇.▇▇▇ will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Phone shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of shares of Phone Common Stock in the Merger and the conversion of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone Common Stock, and ▇▇▇▇▇▇▇▇.▇▇▇ shall furnish other all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ and the holders of ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock 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 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 action. No filing of, or amendment or supplement to, comments; (iv) use its reasonable best efforts to have cleared by the Form S-4 or the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and without providing ▇▇▇▇▇▇▇▇.▇▇▇ the opportunity to review and comment thereon. Phone will advise ▇▇▇▇▇▇▇▇.▇▇▇ promptly after it receives notice thereof, staff of the time when SEC the Form S-4 has become effective or Schedule 13E-3; and (v) to the extent required by applicable Law, as promptly as reasonably practicable prepare and file any supplement or amendment has been filed, to the issuance Schedule 13E-3. Each Party will promptly notify the other Parties upon the receipt of any stop order, comments from the suspension of the qualification of the Phone Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, SEC or any request by from the SEC for amendment amendments or supplements to the Schedule 13E-3 and will provide the other Parties with copies of all correspondence between such Party and its Representatives, on the Joint Proxy Statement or one hand, and the Form S-4 or comments thereon and responses thereto or requests by SEC, on the SEC for additional information. other hand. (c) If at any time prior to the Effective Time any change occurs with respect to information relating supplied by Parent for inclusion in the Proxy Statement or the Schedule 13E-3 that is required by Law to Phone or ▇▇▇▇▇▇▇▇.▇▇▇be described in an amendment of, or a supplement to, the Proxy Statement or the Schedule 13E-3, Parent will reasonably promptly notify the Company of such change, and Parent and the Company will cooperate in the prompt filing with the SEC of any of their respective affiliates, officers or directors, should be discovered by Phone or ▇▇▇▇▇▇▇▇.▇▇▇ which should be set forth in an necessary amendment or supplement to any of the Form S-4 Proxy Statement or the Joint Proxy StatementSchedule 13E-3, 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 thereinas applicable, and as required by Law, in light of disseminating the circumstances under which they were made, not misleading, the party which discovers information contained in such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing to the Company’s shareholders. Nothing in this Section 6.01(c) will 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, that is required by Law to be described in an amendment of, or a supplement to, the Proxy Statement or the Schedule 13E-3, the Company will reasonably promptly notify Parent of such information shall be promptly filed event, and the Company and Parent will cooperate in the prompt filing with the SEC and, of any necessary amendment or supplement to the extent Proxy Statement or the Schedule 13E-3, as applicable, and as required by lawLaw, disseminated in disseminating the information contained in such amendment or supplement to the stockholders Company’s shareholders. Nothing in this Section 6.01(d) will limit the obligations of Phone and ▇▇▇▇▇▇▇▇.▇▇▇any Party under Section 6.01(a). (be) Phone shallThe Company will, as promptly as reasonably practicable after the Form S-4 SEC confirms it has no further comments on the Proxy Statement and the Schedule 13E-3 (i) establish a record date for determining shareholders of the Company entitled to vote at the Company Shareholders Meeting; (ii) not change such record date or establish a different record date for the Company Shareholders Meeting without the prior written consent of Parent unless required to do so by applicable Law (and if the date of the Company Shareholders Meeting as originally called is declared effective under for any reason adjourned or otherwise delayed, the Securities ActCompany agrees that unless Parent has otherwise approved in writing (or as required by applicable Law or stock exchange requirement), the Company will, if possible, implement such adjournment or other delay in such a way that the Company does not need to establish a new record date for the Company Shareholders Meeting, as so adjourned or delayed); and (iii) duly call, give notice of, convene and hold a meeting the Company Shareholders Meeting for the purpose of its stockholders (A) seeking the "Phone Stockholders' Meeting"Company Shareholder Approval and the Minority Shareholder Approval, (B) in accordance with Section 14A of the DGCL 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 and (C) an adjournment proposal. The Company will not change the date of, postpone or adjourn the Company Shareholders Meeting, or submit any other proposal to the Company’s shareholders in connection with the Company Shareholders Meeting, without the prior written consent of Parent. The Company will use its reasonable best efforts to (i) promptly cause the Proxy Statement to be mailed to the Company’s shareholders as of the record date established for the purpose of obtaining Company Shareholders Meeting; and (ii) except if an Adverse Recommendation Change has been made as permitted by Section 5.03(d) and remains in effect, solicit the Phone Stockholder Company Shareholder Approval and shallthe Minority Shareholder Approval, subject including by retaining the services of a recognized proxy solicitor reasonably acceptable to the provisions of Section 4.2(b) hereofParent. The Company will, through its Board of Directorsthe Special Committee, recommend to its stockholders shareholders that they give the approval Company Shareholder Approval and the Minority Shareholder Approval (the “Company Recommendation”) and will include such recommendation in the Proxy Statement and the Schedule 13E-3, in each case, unless the Special Committee has validly made an Adverse Recommendation Change as permitted by Section 5.03(d) that is still in effect. 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 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 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 5.03(d)(i) occurs less than 10 Business Days prior to the Company Shareholders Meeting, the Company will be entitled to postpone the Company Shareholders Meeting to a date not more than 10 Business Days after the date such Company Shareholders Meeting had previously been scheduled (but in no event to a date after the date that is five Business Days before the End Date). (f) The foregoing provisions of this Section 6.01 notwithstanding, the Company will have the right, after consultation in good faith with Parent, to make one or more successive changes in date, postponements or adjournments of the issuance Company Shareholders Meeting (i) to ensure that any supplement or amendment to the Proxy Statement or Schedule 13E-3 required under applicable Law is timely provided to the shareholders of the shares Company within a reasonable amount of Phone Common Stock time, in the Merger good faith judgment of the Special Committee (after consultation with outside counsel), in advance of the Company Shareholders Meeting; (ii) if required by applicable Law or a request from the SEC or its staff; or (iii) if, on a date for which the Company Shareholders Meeting is scheduled, the Company has not received proxies representing a sufficient number of Common Shares to obtain the Company Shareholder Approval and the Phone Charter AmendmentMinority Shareholder Approval, whether or not a quorum is present; provided that (A) the duration of any such adjournment or postponement is limited to the minimum duration reasonably necessary to remedy the circumstances giving rise to such adjournment or postponement; (B) no single such adjournment or postponement is for more than five Business Days except as may be required by federal securities Laws; and (C) in the case of clause (iii), the Company Shareholders Meeting is not postponed to later than the date that is 10 Business Days after the date for which the Company Shareholders Meeting was originally scheduled without the prior written consent of Parent and that the Company will, and will cause its proxy solicitor to, use reasonable best efforts to solicit such additional proxies (or presence and affirmative vote in person of the Company’s shareholders at the Company Shareholders Meeting) as expeditiously as reasonably possible, it being understood that time shall be of the essence. If, on any date for which the Company Shareholders Meeting is scheduled, the Company has not received proxies representing a sufficient number of Common Shares to obtain the Minority Shareholder Approval, the Company will, at Parent’s request, postpone or adjourn the Company Shareholders Meeting on one or more occasions for up to 30 days in the aggregate to allow for the solicitation of additional proxies to obtain the Minority Shareholder Approval. The Company will also consider in good faith any other request by Parent to postpone the Company Shareholders Meeting.

Additional Agreements. SECTION 5.1 Section 6.1. Preparation of the Form S-4 and the Joint Proxy Statement/Prospectus; Stockholders' Stockholders Meetings. (a) As soon as reasonably practicable following the date of this Agreement, Phone Amedisys and ▇▇▇▇▇▇▇▇.▇▇▇ OPCH shall prepare the Form S-4 and file with the SEC the Joint Proxy Statement/Prospectus, and Phone OPCH shall prepare and file with the SEC the Form S-4, in which shall include the Joint Proxy Statement will be included Statement/Prospectus as a prospectus, with the SEC. The 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 Phone Amedisys and ▇▇▇▇▇▇▇▇.▇▇▇ OPCH shall use commercially reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Phone 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/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 commercially reasonable best efforts to cause the Joint Proxy Statement to be mailed to Phone's Amedisys’s stockholders, and ▇▇▇▇▇▇▇▇.▇▇▇ will OPCH shall use commercially reasonable best efforts to cause the Joint Proxy Statement Statement/Prospectus to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s OPCH’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Phone Each party shall also take any action required to be taken under any applicable state securities laws in connection with advise the issuance of shares of Phone Common Stock in the Merger and the conversion of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone Common Stockother parties, and ▇▇▇▇▇▇▇▇.▇▇▇ shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ and the holders of ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and without providing ▇▇▇▇▇▇▇▇.▇▇▇ the opportunity to review and comment thereon. Phone will advise ▇▇▇▇▇▇▇▇.▇▇▇ promptly after it receives notice thereof, of the time when the Form S-4 has become effective or effective, of the time when any supplement or amendment to the Form S-4 has been filed, of the issuance of any stop order, order with respect to the suspension of the qualification of the Phone Common Stock issuable in connection with the Merger for offering or sale in any jurisdictionForm S-4, or of any request by the SEC for amendment of the Form S-4 or the Joint Proxy Statement Statement/Prospectus or comments on the Form S-4 or comments thereon the Joint Proxy Statement/Prospectus and responses thereto or requests by the SEC for additional informationinformation relating thereto. If at any time prior to the Effective Time any information relating to Phone or ▇▇▇▇▇▇▇▇.▇▇▇Amedisys, OPCH or any of their respective affiliates, officers or directors, should be discovered by Phone Amedisys or ▇▇▇▇▇▇▇▇.▇▇▇ which OPCH that should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, /Prospectus so that any of such documents 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 that discovers such information shall promptly notify the other parties hereto party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by lawApplicable Law, disseminated to the stockholders of Phone Amedisys and ▇▇▇▇▇▇▇▇.▇▇▇OPCH. (b) Phone Amedisys shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the "Phone Stockholders' “Amedisys Stockholders Meeting"”) in accordance with the DGCL and the rules of the NASDAQ for the purpose of obtaining the Phone Amedisys Stockholder Approval and shall, subject to the provisions of Section 4.2(b5.2(b) hereofand Section 5.2(d), through its Board of Directors, recommend to its stockholders the adoption of this Agreement. Amedisys may only postpone or adjourn the Amedisys Stockholders Meeting (i) to solicit additional proxies for the purpose of obtaining the Amedisys Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Amedisys has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Amedisys prior to the Amedisys Stockholders Meeting. (c) OPCH shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the “OPCH Stockholders Meeting”) in accordance with the DGCL and the rules of the NASDAQ for the purpose of obtaining the OPCH Stockholder Approvals and shall, subject to the provisions of Section 5.3(b) and Section 5.3(d), through its Board of Directors, recommend to its stockholders the approval of the issuance OPCH Share Issuance and the adoption of the shares OPCH Charter Amendment. OPCH may only postpone or adjourn the OPCH Stockholders Meeting (i) to solicit additional proxies for the purpose of Phone Common Stock obtaining the OPCH Stockholder Approvals, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that OPCH has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of OPCH prior to the OPCH Stockholders Meeting. (d) Amedisys and OPCH shall use reasonable best efforts to hold the Amedisys Stockholders Meeting and the OPCH Stockholders Meeting on the same date and as soon as reasonably practicable after the date of this Agreement. (e) Subject to the terms and conditions of this Agreement, including Section 5.2 and Section 5.3, Amedisys and OPCH shall use reasonable best efforts to (i) solicit from Amedisys’s stockholders (in the Merger case of Amedisys) and OPCH’s stockholders (in the case of OPCH) proxies in favor of the Amedisys Stockholder Approval and the Phone OPCH Stockholder Approvals, respectively, and (ii) take all other action necessary or advisable to secure the Amedisys Stockholder Approval and the OPCH Stockholder Approvals, respectively. (f) The only matters to be voted upon at each of the Amedisys Stockholders Meeting and the OPCH Stockholders Meeting are (i) the Merger, in the case of the Amedisys Stockholders Meeting, and the OPCH Share Issuance and the OPCH Charter Amendment, in the case of the OPCH Stockholders Meeting, (ii) compensatory arrangements between Amedisys and its executive officers relating to the Merger (on a non-binding, advisory basis), in the case of the Amedisys Stockholders Meeting, and (iii) any adjournment or postponement of the Amedisys Stockholders Meeting or the OPCH Stockholders Meeting, as applicable, for a reasonable period to solicit additional proxies, if deemed necessary by Amedisys or OPCH, respectively, and (iv) any other matters that are (I) required by Applicable Law or the Bylaws of OPCH or Amedisys, as applicable, or (II) if so desired and mutually agreed on, of the type customarily brought before a meeting of stockholders in connection with approval of this Agreement and the transactions contemplated by this Agreement. (g) Without limiting the generality of the foregoing, (i) OPCH agrees that its obligations pursuant to this Section 6.1 to hold the OPCH Stockholders Meeting shall not be affected by the commencement, public proposal, public disclosure or communication to OPCH or any other person of any OPCH Alternative Transaction or the making of an OPCH Recommendation Change and (ii) Amedisys agrees that its obligations pursuant to this Section 6.1 to hold the Amedisys Stockholders Meeting shall not be affected by the commencement, public proposal, public disclosure or communication to Amedisys or any other person of any Amedisys Alternative Transaction or the making of an Amedisys Recommendation Change. (h) Each of Amedisys and OPCH agrees that none of the information supplied or to be supplied by such party (or its subsidiaries) for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, or (ii) the Joint Proxy Statement/Prospectus will, at the date it is first mailed to OPCH's or Amedisys's stockholders or at the time of the OPCH Stockholders Meeting or the Amedisys Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Each of Amedisys and OPCH will cause the Form S-4 and the Joint Proxy Statement/Prospectus to comply as to form in all 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. SECTION 5.1 Preparation of the Form S-4 S-4, Proxy Statement and the Joint Proxy StatementForm 10; Stockholders' MeetingsStockholders Meeting. (a) As soon promptly as practicable following the date of this Agreement, Phone Parent and ▇▇▇▇▇▇▇▇.▇▇▇ shall prepare and file with the SEC the Joint Proxy Statement, and Phone Company shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectusand the Form 10. Each of Phone Parent and ▇▇▇▇▇▇▇▇.▇▇▇ the Company shall use commercially all reasonable efforts to have the Form S-4 S-4, in which the Proxy Statement shall be included, declared effective under the Securities Act and the Form 10 declared effective under the Exchange Act as promptly as practicable after such filing. Phone will The Company shall use commercially its reasonable best efforts to cause the Joint Proxy Statement to be mailed to Phone's stockholders, and ▇▇▇▇▇▇▇▇.▇▇▇ will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholders, in each case its stockholders as promptly as practicable after the Form S-4 is declared effective; provided, that the Company may elect to postpone the mailing of the Proxy Statement to a date that is no later than at least 20 business days prior to the date Parent informs the Company that the DevCo. Distribution is reasonably capable of being completed. (b) Each of the Company and Parent covenants that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act. Phone shall also take , contain any action required to be taken under any applicable state securities laws in connection with the issuance of shares of Phone Common Stock in the Merger and the conversion of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone Common Stock, and ▇▇▇▇▇▇▇▇.▇▇▇ shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ and the holders of ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and without providing ▇▇▇▇▇▇▇▇.▇▇▇ the opportunity to review and comment thereon. Phone will advise ▇▇▇▇▇▇▇▇.▇▇▇ promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Phone Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to Phone or ▇▇▇▇▇▇▇▇.▇▇▇, or any of their respective affiliates, officers or directors, should be discovered by Phone or ▇▇▇▇▇▇▇▇.▇▇▇ 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 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 were 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 party 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 discovers event is required to be described in an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such information event shall promptly notify the other parties hereto be so described, and an appropriate such amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent as required by law, disseminated to the stockholders of Phone and ▇▇▇▇▇▇▇▇.▇▇▇Company. (bc) Phone Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable 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 promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold a meeting of its stockholders (the "Phone Stockholders' Meeting") Company Stockholders Meeting in accordance with the DGCL for the purpose of obtaining the Phone Company Stockholder Approval and shallApproval; provided, subject 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 provisions of Section 4.2(b) hereof, through its Board of Directors, recommend to its Company's stockholders the approval and adoption of the issuance of the shares of Phone Common Stock in this Agreement, the Merger and the Phone Charter Amendmentother 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 the Agreement and the 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.

Additional Agreements. SECTION 5.1 5.01. Preparation of the Form S-4 F-4 and the Joint Proxy Statement; Stockholders' MeetingsStockholders Meeting. (a) As soon as practicable following the date of this Agreement, Phone Parent and ▇▇▇▇▇▇▇▇.▇▇▇ the Company shall prepare and file with the SEC the Joint Proxy Statement, Statement and Phone Parent and the Company shall prepare and Parent shall file with the SEC the Form S-4F-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Phone and ▇▇▇▇▇▇▇▇.▇▇▇ Parent shall use commercially all reasonable efforts to have the Form S-4 F-4 declared effective under the Securities Act as promptly as practicable after such filing. Phone The Company will use commercially all reasonable efforts to cause the Joint Proxy Statement to be mailed to Phonethe Company's stockholders, and ▇▇▇▇▇▇▇▇.▇▇▇ will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholders, in each case stockholders as promptly as practicable after the Form S-4 F-4 is declared effective under the Securities Act. Phone 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 shares of Phone Common Stock Parent Shares in the Merger Merger, and the conversion of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone Common Stock, and ▇▇▇▇▇▇▇▇.▇▇▇ 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 actionaction 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 F-4 will be made by Parent, or the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and the Company, without providing ▇▇▇▇▇▇▇▇.▇▇▇ the other party a reasonable opportunity to review and comment thereon. Phone Parent will advise ▇▇▇▇▇▇▇▇.▇▇▇ the Company, promptly after it receives notice thereof, of the time when the Form S-4 F-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Phone Common Stock 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 Joint Form F-4 or comments thereon and responses thereto or requests by the SEC for additional information. The Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for the amendment of the Proxy Statement or 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 Phone the Company or ▇▇▇▇▇▇▇▇.▇▇▇Parent, or any of their respective affiliates, officers or directors, should be discovered by Phone the Company or ▇▇▇▇▇▇▇▇.▇▇▇ Parent which should be set forth in an amendment or supplement to any of the Form S-4 F-4 or the Joint Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of Phone and ▇▇▇▇▇▇▇▇.▇▇▇the Company. (b) Phone The Company shall, as promptly soon as practicable after following the Form S-4 is declared effective under date of this Agreement, establish a record date (which will be as soon as practicable following the Securities Actdate of this Agreement) for, duly call, give notice of, convene and hold a meeting of its stockholders (the "Phone Stockholders' Stockholders Meeting") in accordance with the DGCL solely for the purpose of obtaining the Phone Stockholder Approval and Approval. The Company shall cause the Stockholders Meeting to be held as promptly as practicable after the date of this Agreement. Subject to Section 4.02(b)(i), the Company shall, subject to the provisions of Section 4.2(b) hereof, through its Board of Directors, recommend to its stockholders that they adopt this Agreement and shall include such recommendation in the approval Proxy Statement. Without limiting the generality of the issuance foregoing, the Company agrees that its obligations pursuant to this Section 5.01(b) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company or any other person of any Takeover Proposal or (ii) the withdrawal or modification by the Board of Directors of the shares Company or any committee thereof of Phone Common Stock in such Board of Directors' or such committee's approval or recommendation of the Merger and the Phone Charter Amendmentor this Agreement.

Additional Agreements. SECTION 5.1 Preparation of the Form 6.01. PREPARATION OF THE FORM S-4 and the Joint Proxy StatementAND THE JOINT PROXY STATEMENT; Stockholders' MeetingsSTOCKHOLDERS MEETINGS. (a) As soon as practicable following the date of this Agreement, Phone the Company and ▇▇▇▇▇▇▇▇.▇▇▇ Parent shall prepare and file with the SEC a joint proxy statement (the "Joint Proxy Statement, ") in preliminary form and Phone Parent shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus, and each of the Company and Parent shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Each of Phone the Company and ▇▇▇▇▇▇▇▇.▇▇▇ Parent shall use commercially its reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Phone will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to Phone's stockholders, and ▇▇▇▇▇▇▇▇.▇▇▇ will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Phone Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable state securities laws in connection with the issuance of shares of Phone Parent Common Stock in the Merger and under the conversion of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone Common Stock, Company Stock Plan 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 Plan as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and without providing ▇▇▇▇▇▇▇▇.▇▇▇ the opportunity to review and comment thereon. Phone will advise ▇▇▇▇▇▇▇▇.▇▇▇ The parties shall notify each other 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 receipt of any stop order, comments from the suspension SEC or its staff and of the qualification of the Phone Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC or its staff for amendment of amendments or supplements to the Joint Proxy Statement or the Form S-4 or comments thereon for additional information and responses thereto shall supply each other with copies of all correspondence between such or requests by any of its representatives, on the one hand, and the SEC for additional information. If or its staff, on the other hand, with respect to the Joint Proxy Statement, the Form S-4 or the Merger. (b) If, at any time prior to the Effective Time receipt of the Company Stockholder Approval or the Parent Stockholder Approval, any information relating event occurs with respect to Phone the Company or ▇▇▇▇▇▇▇▇.▇▇▇any Company Subsidiary, or any of their respective affiliateschange occurs with respect to other information supplied by the Company for inclusion in the Joint Proxy Statement or the Form S-4, officers or directors, should which is required to be discovered by Phone or ▇▇▇▇▇▇▇▇.▇▇▇ which should be set forth described in an amendment of, or a supplement to, the Joint Proxy Statement or the Form S-4, the Company shall promptly notify Parent of such event, and the Company and Parent shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to any of the Joint Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to the Company's stockholders. (c) If, at any time prior to the receipt of the Company Stockholder Approval or the Parent Stockholder Approval, any event occurs with respect to Parent or any Parent Subsidiary, or change occurs with respect to other information supplied by Parent for inclusion in the Joint Proxy StatementStatement or the Form S-4, so that any of such documents would not include any misstatement of which is required to be described in an amendment of, or 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 misleadingsupplement to, the party which discovers such information Joint Proxy Statement or the Form S-4, Parent shall promptly notify the other parties hereto Company of such event, and an appropriate Parent and the Company shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement describing such information shall be promptly filed with to the SEC Joint Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to the extent required by law, disseminated to the stockholders of Phone and ▇▇▇▇▇▇▇▇.▇▇▇Company's stockholders. (bd) Phone The Company shall, as promptly soon as practicable after following the Form S-4 is declared effective under the Securities Actdate of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the "Phone Stockholders' Company Stockholders Meeting") in accordance with the DGCL for the purpose of obtaining seeking the Phone Company Stockholder Approval and Approval. The Company shall use its reasonable efforts to cause the Joint Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after the date of this Agreement. The Company shall, subject to through the provisions of Section 4.2(b) hereof, through its Board of DirectorsCompany Board, recommend to its stockholders that they give the Company Stockholder Approval, except to the extent that the Company Board shall have withdrawn or modified its approval or recommendation of this Agreement or the Merger as permitted by the last sentence of Section 5.02(b). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 6.01(d) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal; it being understood and agreed among Parent, Sub and the Company that in the event that, prior to the date of the Company Stockholders Meeting, the Company withdraws or modifies its approval or recommendation of the Merger and this Agreement in accordance with the last sentence of Section 5.02(b), then for purposes of the first sentence of this Section 6.01(d), the term "Company Stockholder Approval" shall mean both (i) the approval of this Agreement by a majority of the issuance voting power of the holders of the outstanding Company Common Stock and (ii) the approval of this Agreement by a majority of the voting power of the holders of the outstanding Company Common Stock present and duly voted (in person or by proxy) at the Company Stockholders Meeting, exclusive of those votes taken in respect of the shares of Phone Company Common Stock in the Merger held by Michael J. Gaughan, Jerry Herbst and the Phone Charter AmendmentFranklin Toti.

Additional Agreements. SECTION 5.1 Section 5.01 Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders' Shareholders Meetings. (a) As soon as practicable following the date of this Agreement, Phone Cinergy and ▇▇▇▇▇▇▇▇.▇▇▇ Duke shall prepare and file with the SEC the Joint Proxy StatementStatement and Cinergy, Duke and Phone the Company shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectusincluded. Each of Phone Cinergy, Duke and ▇▇▇▇▇▇▇▇.▇▇▇ the Company shall use commercially its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Phone Cinergy will use commercially its reasonable best efforts to cause the Joint Proxy Statement to be mailed to PhoneCinergy's stockholdersshareholders, and ▇▇▇▇▇▇▇▇.▇▇▇ Duke will use commercially its reasonable best efforts to cause the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇Duke's stockholdersshareholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Phone Each party hereto shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance of shares of Phone Company Common Stock in the Merger Mergers and the conversion of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone Common Stock, and ▇▇▇▇▇▇▇▇.▇▇▇ each party shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ itself and the holders of ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock its shareholders as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and without providing ▇▇▇▇▇▇▇▇.▇▇▇ the opportunity to review and comment thereon. Phone Each party will advise ▇▇▇▇▇▇▇▇.▇▇▇ the others, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Phone Company Common Stock issuable in connection with the Merger 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 event occurs with respect to Phone Cinergy, Duke or ▇▇▇▇▇▇▇▇.▇▇▇any subsidiary of Cinergy or Duke, respectively, or any change occurs with respect to information supplied by or on behalf of their respective affiliatesCinergy or Duke, officers respectively, for inclusion in the Joint Proxy Statement or directorsthe Form S-4 that, should in each case, is required to be discovered by Phone or ▇▇▇▇▇▇▇▇.▇▇▇ which should be set forth described in an amendment of, or a supplement to any of the Form S-4 or to, the Joint Proxy StatementStatement or the Form S-4, so that any of such documents would not include any misstatement of a material fact Cinergy or omit to state any material fact necessary to make the statements thereinDuke, in light of the circumstances under which they were madeas applicable, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate the Company of such event, and Cinergy or Duke, as applicable, shall cooperate with the Company in the prompt filing with the SEC of any necessary amendment or supplement describing such information shall be promptly filed with to the SEC Joint Proxy Statement and the Form S-4 and, to the extent as required by law, disseminated in disseminating the information contained in such amendment or supplement to the stockholders of Phone Cinergy's shareholders and ▇▇▇▇▇▇▇▇.▇▇▇to Duke's shareholders. (b) Phone Cinergy shall, as promptly soon as reasonably practicable after following the Form S-4 is declared effective under the Securities Actdate of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders shareholders (the "Phone Stockholders' Cinergy Shareholders Meeting") in accordance with the DGCL for the purpose of obtaining the Phone Stockholder Cinergy Shareholder Approval. Without limiting the generality of the foregoing, Cinergy agrees that its obligations pursuant to the first sentence of this Section 5.01(b) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to Cinergy of any Cinergy Takeover Proposal, (ii) the withdrawal or modification by the Board of Directors of Cinergy of its approval or recommendation of this Agreement, the Cinergy Merger or the other transactions contemplated hereby, or (iii) the approval or recommendation of any Cinergy Superior Proposal. Notwithstanding any of the events set forth in clauses (i), (ii) and (iii) of the immediately preceding sentence, in the event Cinergy fulfills its obligations pursuant to this Section 5.01(b) and the Cinergy Shareholder Approval and is not obtained at the Cinergy Shareholders Meeting, Duke shall not thereafter have the right to terminate this Agreement pursuant to Sections 7.01(h)(i) as a result of the Board of Directors of Cinergy (or any committee thereof) having, pursuant to Section 4.03(b)(ii), withdrawn or modified, or proposed publicly to withdraw or modify, the approval or recommendation by such Board of Directors of this Agreement or the Cinergy Merger, provided Duke shall retain all other rights to terminate this Agreement set forth in Section 7.01. (c) Duke shall, subject as soon as reasonably practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the "Duke Shareholders Meeting") for the purpose of obtaining the Duke Shareholder Approval. Without limiting the generality of the foregoing, Duke agrees that its obligations pursuant to the provisions first sentence of this Section 4.2(b5.01(c) hereofshall not be affected by (i) the commencement, through its public proposal, public disclosure or communication to Duke of any Duke Takeover Proposal, (ii) the withdrawal or modification by the Board of DirectorsDirectors of Duke of its approval or recommendation of this Agreement, recommend to its stockholders the Duke Merger or the other transactions contemplated hereby, or (iii) the approval or recommendation of any Duke Superior Proposal. Notwithstanding any of the issuance events set forth in clauses (i), (ii) and (iii) of the shares of Phone Common Stock immediately preceding sentence, in the Merger event Duke fulfills its obligations pursuant to this Section 5.01(c) and the Phone Charter AmendmentDuke Shareholder Approval is not obtained at the Duke Shareholders Meeting, Cinergy shall not thereafter have the right to terminate this Agreement pursuant to Sections 7.01(g)(i) as a result of the Board of Directors of Duke (or any committee thereof) having, pursuant to Section 4.04(b)(ii), withdrawn or modified, or proposed publicly to withdraw or modify, the approval or recommendation by such Board of Directors of this Agreement or the Duke Merger, provided Cinergy shall retain all other rights to terminate this Agreement set forth in Section 7.01. (d) Cinergy and Duke will use their reasonable best efforts to hold the Duke Shareholders Meeting and the Cinergy Shareholders Meeting on the same date and as soon as practicable after the date of this Agreement.

Additional Agreements. SECTION 5.1 Section 6.01 Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders' MeetingsCompany Stockholders Meeting. (a) As soon as practicable following the date of this Agreement, Phone and ▇▇▇▇▇▇▇▇.▇▇▇ the Company shall prepare and file with the SEC the Joint Proxy Statement, Statement and Phone Parent shall prepare and Parent shall file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Phone the Company and ▇▇▇▇▇▇▇▇.▇▇▇ Parent will respond promptly to any comments from the SEC or the staff of the SEC on the Proxy Statement or the Form S-4. Each of the Company and Parent shall use commercially its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filingfiling and maintain the Form S-4's effectiveness for so long as necessary to consummate the Merger. Phone will The Company shall use commercially its reasonable best efforts to cause the Joint Proxy Statement to be mailed to Phone's stockholders, and ▇▇▇▇▇▇▇▇.▇▇▇ will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholders, in each case stockholders of the Company as promptly as practicable after the Form S-4 is declared effective under the Securities ActAct (but in no event later than three (3) business days after the date the Form S-4 is declared effective). Phone Parent shall also take any action required to be taken under any applicable state securities laws Laws in connection with the issuance of shares of Phone Parent Common Stock in the Merger Merger, and the conversion of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone Common Stock, and ▇▇▇▇▇▇▇▇.▇▇▇ Company shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ the Company and the holders of ▇▇▇▇▇▇▇▇.▇▇▇ shares of Company Common Stock as may be reasonably requested by Parent in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 will be made by Parent, and no filing of, or amendment or supplement to the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and the Company, without providing ▇▇▇▇▇▇▇▇.▇▇▇ the other party and its counsel a reasonable opportunity to review and comment thereon. Phone will advise ▇▇▇▇▇▇▇▇.▇▇▇ promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Phone Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to Phone the Company or ▇▇▇▇▇▇▇▇.▇▇▇Parent, or any of their respective affiliatesAffiliates, officers directors or directorsofficers, should be discovered by Phone the Company or ▇▇▇▇▇▇▇▇.▇▇▇ Parent which should be set forth in an amendment or supplement to any of either the Form S-4 or the Joint Proxy Statement, so that any of either such documents document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by lawLaw, disseminated to the stockholders of Phone the Company. The parties shall notify each other promptly of the receipt of any comments from the SEC or the staff of the SEC and ▇▇▇▇▇▇▇▇.▇▇▇of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of (i) all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement, the Form S-4 or the Merger and (ii) all orders of the SEC relating to the Form S-4. (b) Phone The Company shall, as soon as practicable following the date of this Agreement, establish a record date for and promptly take any and all actions in connection therewith, and as soon as practicable after the Form S-4 is declared effective under the Securities Acteffective, duly call, give notice of, convene and hold hold, a meeting of its stockholders (the "Phone Stockholders' Company Stockholders Meeting") in accordance with the DGCL solely for the purpose of obtaining the Phone Company Stockholder Approval and Approval. Subject to Section 5.02(b), the Company shall, subject to through the provisions of Section 4.2(b) hereof, through its Board of DirectorsCompany Board, recommend to its stockholders the approval adoption of the issuance of the shares of Phone Common Stock in this Agreement, the Merger and the Phone Charter Amendmentother transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Company's obligations pursuant to the first sentence of this Section 6.01(b) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal or (ii) any Company Adverse Recommendation Change.

Additional Agreements. SECTION 5.1 6.1 Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders' Meetings. (a) As soon . Parent and the Company will, as practicable following the date of this Agreementpromptly as practicable, Phone and ▇▇▇▇▇▇▇▇.▇▇▇ shall jointly prepare and file with the SEC the Joint Proxy Statement in connection with the vote of the stockholders of the Company in respect of the Merger. Parent will, as promptly as practicable, prepare, following receipt of notification from the SEC that it has no further comments on the Proxy Statement, and Phone shall prepare and file with the SEC the Form S-4, S-4 in which connection with the Joint Proxy Statement will be included as a prospectus. Each of Phone and ▇▇▇▇▇▇▇▇.▇▇▇ shall use commercially reasonable efforts to have the Form S-4 declared effective registration under the Securities Act of the shares of Parent Common Stock issuable upon conversion of the Shares and the other transactions contemplated hereby. 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 filing. Phone as opinions, consents and certificates, and will use commercially reasonable efforts to cause the Joint Proxy Statement take any other action required or necessary to be mailed taken under federal or state securities Laws or otherwise in connection with the registration process (other than qualifying to Phone's stockholdersdo 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 and Parent shall, and ▇▇▇▇▇▇▇▇.▇▇▇ will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under receipt thereof, provide to the Securities Act. Phone shall also take other party copies of any action required to be taken under written comments and advise the other party of any applicable state securities laws oral comments, in connection with respect of the issuance of shares of Phone Common Stock in the Merger and the conversion of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone Common Stock, and ▇▇▇▇▇▇▇▇.▇▇▇ shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ and the holders of ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 Proxy Statement or the Joint Proxy Statement S-4 received from the staff of the SEC. The Company will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and without providing ▇▇▇▇▇▇▇▇.▇▇▇ the provide Parent with a reasonable opportunity to review and comment thereonon any amendment or supplement to the Proxy Statement prior to filing with the SEC and will provide Parent with a copy of all such filings with the SEC. Phone 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 Phone Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior The Company will use its reasonable best efforts to cause the Effective Time any information relating Proxy Statement to Phone or ▇▇▇▇▇▇▇▇.▇▇▇, or any of their respective affiliates, officers or directors, should be discovered by Phone or ▇▇▇▇▇▇▇▇.▇▇▇ which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of Phone and ▇▇▇▇▇▇▇▇.▇▇▇. (b) Phone 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 "Phone Stockholders' Meeting") in accordance with the DGCL for the purpose of obtaining the Phone Stockholder Approval and shall, subject to the provisions of Section 4.2(b) hereof, through its Board of Directors, recommend mailed to its stockholders at the approval of the issuance of the shares of Phone Common Stock in the Merger and the Phone Charter Amendmentearliest practicable date.

Additional Agreements. SECTION 5.1 Preparation of the Form S-4 Information Statement and the Joint Proxy Statement; Stockholders' Meetings.. ----------------------------------------- (a) As soon as practicable following after the date execution of this Agreement, Phone Company shall prepare, with the cooperation and ▇▇▇▇▇▇▇▇reasonable assistance of Parent, and furnish to its shareholders an Information Statement for the shareholders of Company to approve and adopt this Agreement, the Merger and the other transactions contemplated by this Agreement. The Information Statement shall constitute a disclosure document for the offer and issuance of the shares of Parent Common Stock to be received by the holders of Company Capital Stock in the Merger and a proxy statement for solicitation of shareholder consent to or approval of this Agreement, the Merger and the other transactions contemplated hereby, and may be combined with the Proxy Statement as a joint proxy/information statement. Parent and Company shall each use its reasonable best efforts to cause the Information Statement to comply with applicable federal and state securities laws requirements. Each of Parent and Company agrees to provide promptly to the other such information concerning it and its respective affiliates, directors, officers and securityholders as, in the reasonable judgment of the other party or its counsel, may be required or appropriate for inclusion in the Information Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Information Statement. Company will promptly advise Parent, and Parent will promptly advise Company, in writing if at any time prior to the Effective Time either Company or Parent shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Information Statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The Information Statement shall contain the recommendation of the Board of Directors of Company that Company shareholders approve and adopt this Agreement, the Merger and the other transactions contemplated by this Agreement, and the conclusion of the Board of Directors that the terms and conditions of the Merger are fair and reasonable and in the best interests of Company and its shareholders. Anything to the contrary contained herein notwithstanding, Company shall not include in the Information Statement any information with respect to Parent or its affiliates or associates, the form and content of which information shall not have been approved by Parent prior to such inclusion.▇▇▇ (b) As soon as practicable after the execution of this Agreement, Parent shall prepare prepare, with the cooperation of Company, and file with the SEC preliminary proxy materials relating to the Joint Parent Stockholders Meeting and the vote of the stockholders of Parent on the issuance of the Merger Shares pursuant to this Agreement. Parent and Company shall each use its reasonable best efforts to cause the Proxy Statement to comply in all material respects with the Exchange Act and all other applicable federal and state securities law requirements. Each of Parent and Company shall, and shall cause its respective representatives to, fully cooperate with the other such party and its representatives in the preparation of the Proxy Statement, and Phone shall prepare promptly provide to the other such information concerning it and file with its respective affiliates, directors, officers and securityholders as the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Phone and ▇▇▇▇▇▇▇▇.▇▇▇ shall use commercially reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Phone will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to Phone's stockholders, and ▇▇▇▇▇▇▇▇.▇▇▇ will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Phone shall also take any action required to be taken under any applicable state securities laws other may reasonably request in connection with the issuance of shares of Phone Common Stock in the Merger and the conversion of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone Common Stock, and ▇▇▇▇▇▇▇▇.▇▇▇ shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ and the holders of ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and without providing ▇▇▇▇▇▇▇▇.▇▇▇ the opportunity to review and comment thereon. Phone will advise ▇▇▇▇▇▇▇▇.▇▇▇ promptly after it receives notice thereof, preparation of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Phone Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional informationStatement. If at any time prior to the Effective Time Company or Parent shall become aware of any information relating fact, event or circumstance that is required to Phone or ▇▇▇▇▇▇▇▇.▇▇▇, or any of their respective affiliates, officers or directors, should be discovered by Phone or ▇▇▇▇▇▇▇▇.▇▇▇ 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 of such fact, event or circumstance and the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed cooperate with each other in filing with the SEC andor any other governmental official and mailing to Parent stockholders such amendment or supplement. The Proxy Statement shall contain the recommendation of the Board of Directors of Parent in favor of the Parent Stockholder Approval; provided, that the Board of Directors of Parent -------- shall have the right to omit, withdraw or modify such recommendation in the event that a Parent Superior Proposal has been made and Parent's Board of Directors has concluded in good faith, after considering applicable state law, on the basis of written advice of outside counsel, that inclusion of such recommendation would not be a proper exercise of the Parent's board of directors' fiduciary duties to Parent's stockholders under applicable law. Notwithstanding any such omission, withdrawal or modification, Parent shall convene and hold (and shall take all action otherwise required by this Agreement to convene and hold) the Parent Stockholders Meeting. Without limiting the generality of the foregoing, Parent shall use its reasonable best efforts to respond promptly to any comments made by the SEC with respect to the extent required by law, disseminated Proxy Statement (including each preliminary version thereof) and to clear the stockholders of Phone and ▇▇▇▇▇▇▇▇.▇▇▇. (b) Phone shall, Proxy Statement as promptly as practicable hereafter. As promptly as practicable after SEC clearance of the Proxy Statement, Parent shall file with the SEC the definitive Proxy Statement and mail or cause to be mailed the Proxy Statement to its stockholders. (c) As soon as practicable after the Form S-4 is declared effective under the Securities Actexecution of this Agreement, duly give notice ofParent shall prepare, convene and hold a meeting of its stockholders (the "Phone Stockholders' Meeting") in accordance with the DGCL for cooperation of Company, the purpose Permit Application. Parent and Company shall each use commercially reasonable efforts to cause the Permit Application to comply with the requirements of obtaining the Phone Stockholder Approval applicable federal and shall, subject state laws. Each of Parent and Company agrees to provide promptly to the provisions of Section 4.2(b) hereofother such information concerning its business and financial statements and affairs as, through its Board of Directors, recommend to its stockholders in the approval reasonable judgment of the issuance providing party or its counsel, may be required or appropriate for inclusion in the Permit Application, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the shares Permit Application. Company will promptly advise Parent, and Parent will promptly advise Company, in writing if at any time prior to the Effective Time either Company or Parent shall obtain knowledge of Phone Common Stock any facts that might make it necessary or appropriate to amend or supplement the Permit Application in order to make the Merger and the Phone Charter Amendmentstatements contained or incorporated by reference therein not misleading or to comply with applicable law.

Additional Agreements. SECTION 5.1 Preparation of the Form 6.01. PREPARATION OF THE FORM S-4 and the Joint Proxy StatementAND THE JOINT PROXY STATEMENT; Stockholders' MeetingsSTOCKHOLDERS MEETINGS. (a) As soon as practicable following the date of this Agreement, Phone the Company and ▇▇▇▇▇▇▇▇.▇▇▇ Parent shall prepare and file with the SEC a joint proxy statement (the "Joint Proxy Statement, ") in preliminary form and Phone Parent shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus, and each of the Company and Parent shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Each of Phone the Company and ▇▇▇▇▇▇▇▇.▇▇▇ Parent shall use commercially its reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Phone will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to Phone's stockholders, and ▇▇▇▇▇▇▇▇.▇▇▇ will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Phone Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable state securities laws in connection with the issuance of shares of Phone Parent Common Stock in the Merger and under the conversion of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone Common Stock, Company Stock Plans and ▇▇▇▇▇▇▇▇.▇▇▇ the Company shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ the Company and the holders of ▇▇▇▇▇▇▇▇.▇▇▇ the Company Common Stock and rights to acquire Company Common Stock pursuant to the Company Stock Plans as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and without providing ▇▇▇▇▇▇▇▇.▇▇▇ the opportunity to review and comment thereon. Phone will advise ▇▇▇▇▇▇▇▇.▇▇▇ The parties shall notify each other 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 receipt of any stop order, comments from the suspension SEC or its staff and of the qualification of the Phone Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC or its staff for amendment of amendments or supplements to the Joint Proxy Statement or the Form S-4 or comments thereon for additional information and responses thereto shall supply each other with copies of all correspondence between such or requests by any of its representatives, on the one hand, and the SEC for additional information. If or its staff, on the other hand, with respect to the Joint Proxy Statement, the Form S-4 or the Merger. (b) If, at any time prior to the Effective Time receipt of the Company Stockholder Approval or the Parent Stockholder Approval, any information relating event occurs with respect to Phone the Company or ▇▇▇▇▇▇▇▇.▇▇▇any Company Subsidiary, or any of their respective affiliateschange occurs with respect to other information supplied by the Company for inclusion in the Joint Proxy Statement or the Form S-4, officers or directors, should which is required to be discovered by Phone or ▇▇▇▇▇▇▇▇.▇▇▇ which should be set forth described in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of Phone and ▇▇▇▇▇▇▇▇.▇▇▇. (b) Phone shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold or a meeting of its stockholders (the "Phone Stockholders' Meeting") in accordance with the DGCL for the purpose of obtaining the Phone Stockholder Approval and shallsupplement to, subject to the provisions of Section 4.2(b) hereof, through its Board of Directors, recommend to its stockholders the approval of the issuance of the shares of Phone Common Stock in the Merger and the Phone Charter Amendment.the

Additional Agreements. SECTION 5.1 5.01. Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders' Meetings.Stockholders Meeting -------------------------------------------------------- (a) As soon promptly as reasonably practicable following the date of - this Agreement, the Company shall prepare and file with the SEC the Proxy Statement in preliminary form and the Company shall use its commercially reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto, to prepare and file with the SEC the definitive Proxy Statement and to cause the definitive Proxy Statement to be mailed to the Company's stockholders as promptly as practicable following the date of this Agreement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement 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. Parent shall promptly provide any information or responses to comments or other assistance reasonably requested in connection with the foregoing. Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response, (ii) shall give reasonable consideration to all comments proposed by Parent and (iii) shall not file or mail any such document or submit any response to the SEC to which Parent reasonably objects. (b) The Company shall, as promptly as practicable following the date of this Agreement, Phone and ▇▇▇▇▇▇▇▇.▇▇▇ shall prepare and file with the SEC the Joint Proxy Statement, and Phone shall prepare and file with the SEC the Form S-4, in establish a record date (which the Joint Proxy Statement will be included as a prospectus. Each of Phone and ▇▇▇▇▇▇▇▇.▇▇▇ shall use commercially reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing. Phone will use commercially reasonable efforts to cause following the Joint Proxy Statement to be mailed to Phone's stockholders, and ▇▇▇▇▇▇▇▇.▇▇▇ will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Phone shall also take any action required to be taken under any applicable state securities laws in connection with the issuance date of shares of Phone Common Stock in the Merger and the conversion of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone Common Stock, and ▇▇▇▇▇▇▇▇.▇▇▇ shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ and the holders of ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and without providing ▇▇▇▇▇▇▇▇.▇▇▇ the opportunity to review and comment thereon. Phone will advise ▇▇▇▇▇▇▇▇.▇▇▇ promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Phone Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to Phone or ▇▇▇▇▇▇▇▇.▇▇▇, or any of their respective affiliates, officers or directors, should be discovered by Phone or ▇▇▇▇▇▇▇▇.▇▇▇ which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of Phone and ▇▇▇▇▇▇▇▇.▇▇▇. (bthis Agreement) Phone shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Actfor, duly call, give notice of, convene and hold a meeting of its stockholders (the "Phone Stockholders' Stockholders Meeting") in accordance with the DGCL for the purpose of obtaining the Phone Company --------------------- Stockholder Approval and Approval. Except as expressly permitted pursuant to Section 4.02(b), the Company shall, subject to the provisions of Section 4.2(b) hereof, through its Board of Directors, recommend to its stockholders that they adopt this Agreement, and shall include such recommendation in the approval Proxy Statement. Without limiting the generality of the issuance foregoing, the Company agrees that its obligations pursuant to this Section 5.01(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company or any other person of the shares of Phone Common Stock in the Merger and the Phone Charter Amendmentany Takeover Proposal.

Additional Agreements. SECTION 5.1 Preparation of the Form S-4 and the Joint Proxy StatementDSNC PROXY STATEMENT/PROSPECTUS; Stockholders' MeetingsREGISTRATION STATEMENT; TEK PROXY STATEMENT; OTHER FILINGS; BOARD RECOMMENDATIONS. (a) As soon promptly as practicable following after the date execution of this Agreement, Phone DSNC and ▇▇▇▇▇▇▇▇.▇▇▇ shall Tek will prepare, and file with the SEC, the DSNC Proxy Statement and the Tek Proxy Statement, and Tek will prepare and file with the SEC the Joint Proxy Statement, and Phone shall prepare and file with the SEC the Form S-4, Registration Statement in which the Joint DSNC Proxy Statement will be included as a prospectus. Each of Phone DSNC and ▇▇▇▇▇▇▇▇.▇▇▇ shall Tek will respond to any comments of the SEC, will use commercially its respective reasonable best efforts to have the Form S-4 Registration Statement declared effective under the Securities Act and the DSNC Proxy Statement and the Tek Proxy Statement to be cleared by the SEC as promptly as practicable after such filing. Phone filings and, to the extent that presenting this Agreement and the Merger to DSNC's shareholders and Tek's shareholders for their respective approval and adoption would not violate applicable law, DSNC will use commercially reasonable efforts to cause the Joint DSNC Proxy Statement to be mailed to Phone's stockholdersthe DSNC shareholders, and ▇▇▇▇▇▇▇▇.▇▇▇ Tek will use commercially reasonable efforts to cause the Joint Tek Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholdersthe Tek shareholders, in each case as at the earliest practicable time after the Registration Statement is declared effective by the SEC. As promptly as practicable after the Form S-4 is declared effective under the Securities Act. Phone shall also take date of this Agreement, each of DSNC and Tek will prepare and file any action other filings required to be taken filed by it under the Exchange Act, the Securities Act or any applicable state securities other Federal, foreign or Blue Sky or related laws in connection with the issuance of shares of Phone Common Stock in relating to the Merger and the conversion transactions contemplated by this Agreement (the "Other Filings"). Each of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone Common Stock, DSNC and ▇▇▇▇▇▇▇▇.▇▇▇ shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ and Tek will notify the holders other promptly upon the receipt of ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock as may be reasonably requested in connection with any such action. No filing of, comments from the SEC or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and without providing ▇▇▇▇▇▇▇▇.▇▇▇ the opportunity to review and comment thereon. Phone will advise ▇▇▇▇▇▇▇▇.▇▇▇ promptly after it receives notice thereof, of the time when the Form S-4 has become effective its staff or any supplement or amendment has been filed, the issuance other government officials and of any stop order, the suspension of the qualification of the Phone Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC or its staff or any other government officials for amendment of the Joint Proxy Statement amendments or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior supplements to the Effective Time any information relating to Phone or ▇▇▇▇▇▇▇▇.▇▇▇Registration Statement, the DSNC Proxy Statement, the Tek Proxy Statement, or any Other Filing or for additional information and will supply the other with copies of their respective affiliatesall correspondence between such party or any of its representatives, officers on the one hand, and the SEC, or directorsits staff or any other government officials, should be discovered by Phone on the other hand, with respect to the Registration Statement, the DSNC Proxy Statement, the Tek Proxy Statement, the Merger or ▇▇▇▇▇▇▇▇.▇▇▇ any Other Filing. Each of DSNC and Tek will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 5.1(a) to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever DSNC or Tek obtains knowledge of the occurrence of any event which should is required to be set forth in an amendment or supplement to any of the Form S-4 or the Joint DSNC Proxy Statement, so that the Tek Proxy Statement, the Registration Statement or any Other Filing, DSNC or Tek, as the case may be, will promptly inform the other 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, occurrence and cooperate 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 filing with the SEC andor its staff or any other government officials, and/or mailing to the extent required by lawshareholders of DSNC or Tek, disseminated to the stockholders of Phone and ▇▇▇▇▇▇▇▇.▇▇▇such amendment or supplement. (b) Phone 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 "Phone Stockholders' Meeting") in accordance with the DGCL for the purpose of obtaining the Phone Stockholder Approval and shall, subject Subject to the provisions of Section 4.2(b5.4(b) hereof, through its the DSNC Proxy Statement will include the recommendation of the Board of DirectorsDirectors of DSNC, recommend to its stockholders and the Tek Proxy Statement will include the recommendation of the Board of Directors of Tek, in favor of adoption and approval of this Agreement and approval of the issuance Merger (except that notwithstanding anything to the contrary contained in this Agreement, the Board of Directors of DSNC or the shares Board of Phone Common Stock Directors of Tek may withdraw, modify or refrain from making such recommendation to the extent that the Board determines, in good faith, after consultation with outside legal counsel, that compliance with the Merger and the Phone Charter AmendmentBoard's fiduciary duties would require it to do so).

Additional Agreements. SECTION 5.1 Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders' MeetingsSection 6.01 Schedule 13E-3. (a) As soon as practicable following the date of this Agreement, Phone but in any event within fifteen (15) Business Days after the date hereof, the Company, Parent and ▇▇▇▇▇▇▇▇.▇▇▇ 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 Joint Proxy Statement“Schedule 13E-3”). Each of the Company, Parent and Merger Sub shall use its reasonable best efforts to ensure that the Schedule 13E-3 complies in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Each of the Company, Parent and Merger Sub shall use its reasonable best efforts to respond promptly to any comments of the SEC with respect to the Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to the Company in the preparation, filing and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the 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 Merger Sub and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and Phone 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 prepare provide Parent and file 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. (b) Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Phone and ▇▇▇▇▇▇▇▇.▇▇▇ shall use commercially reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Phone will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to Phone's stockholders, and ▇▇▇▇▇▇▇▇.▇▇▇ will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Phone shall also take any action required to be taken under any applicable state securities laws in connection with the issuance Transactions, will, as of shares of Phone Common Stock in the Merger and the conversion of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options time such documents (or any amendment thereof or supplement thereto) are mailed to acquire Phone Common Stock, and ▇▇▇▇▇▇▇▇.▇▇▇ shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ and the holders of ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock as may be reasonably requested in connection with Shares, contain any such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and without providing ▇▇▇▇▇▇▇▇.▇▇▇ the opportunity to review and comment thereon. Phone will advise ▇▇▇▇▇▇▇▇.▇▇▇ promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Phone Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to Phone or ▇▇▇▇▇▇▇▇.▇▇▇, or any of their respective affiliates, officers or directors, should be discovered by Phone or ▇▇▇▇▇▇▇▇.▇▇▇ 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 untrue statement of a material fact fact, or omit to state any material fact necessary required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state 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 or any of their respective Affiliates, or 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 stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which that discovers such information information, fact or circumstance shall promptly notify the other parties hereto and the Company shall file an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by lawapplicable Law, disseminated disseminate such to the stockholders shareholders of Phone 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. (bc) Phone shall, as promptly As soon as practicable after the Form S-4 is declared effective under SEC staff confirms that it has no further comments on the Securities ActSchedule 13E-3 but in any event no later than three (3) days after such confirmation, duly give notice ofthe Company shall (i) mail/distribute or cause to be mailed/distributed the Schedule 13E-3 (together with the Plan of Merger) to the holders of Shares, convene and hold a meeting including Shares represented by ADSs, as of its stockholders the date of such distribution of the Schedule 13E-3 (the "Phone Stockholders' Meeting"“Record Date”); and (ii) in accordance instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 (together with the DGCL for the purpose Plan of obtaining the Phone Stockholder Approval and shall, subject Merger) to the provisions of Section 4.2(b) hereof, through its Board of Directors, recommend to its stockholders the approval of the issuance of the shares of Phone Common Stock in the Merger and the Phone Charter Amendmentall Record ADS Holders.

Additional Agreements. SECTION 5.1 Preparation of the Form 6.01. PREPARATION OF THE FORM S-4 and the Joint Proxy StatementAND THE PROXY STATEMENT; Stockholders' MeetingsSTOCKHOLDER MEETINGS. (a) As soon as practicable following the date of this Agreement, Phone and ▇▇▇▇▇▇▇▇.▇▇▇ the Company shall prepare and file with the SEC the Joint Proxy Statement, Statement and Phone the Company and Parent shall prepare and Parent shall file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Phone the Company and ▇▇▇▇▇▇▇▇.▇▇▇ Parent shall use commercially its reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filingfiling and keep the Form S-4 effective for so long as necessary to consummate the Merger. Phone will The Company shall use commercially its reasonable efforts to cause the Joint Proxy Statement to be mailed to Phone's stockholders, and ▇▇▇▇▇▇▇▇.▇▇▇ will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholders, in each case stockholders of the Company as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Phone Parent shall also take any action required to be taken under any applicable state securities laws Laws in connection with the issuance of shares of Phone Parent Common Stock in the Merger Merger, and the conversion of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone Common Stock, and ▇▇▇▇▇▇▇▇.▇▇▇ Company shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ the Company and the holders of ▇▇▇▇▇▇▇▇.▇▇▇ shares of Company Common Stock as may be reasonably requested by Parent in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent Parent, and 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. Phone will advise ▇▇▇▇▇▇▇▇.▇▇▇ promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Phone Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to Phone the Company or ▇▇▇▇▇▇▇▇.▇▇▇Parent, or any of their respective affiliatesAffiliates, officers directors or directorsofficers, should be discovered by Phone the Company or ▇▇▇▇▇▇▇▇.▇▇▇ Parent which should be set forth in an amendment or supplement to any of either the Form S-4 or the Joint Proxy Statement, so that any of either such documents document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by lawLaw, disseminated to the stockholders of Phone and ▇▇▇▇▇▇▇▇.▇▇▇. (b) Phone 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 "Phone Stockholders' Meeting") in accordance with the DGCL for the purpose of obtaining the Phone Stockholder Approval and shall, subject to the provisions of Section 4.2(b) hereof, through its Board of Directors, recommend to its stockholders the approval of the issuance of the shares of Phone Common Stock in the Merger and the Phone Charter Amendment.

Additional Agreements. SECTION 5.1 6.01. Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders' MeetingsS-4. (a) As soon promptly as reasonably practicable following after the date of this Agreement (but in no event more than 20 Business Days after the date of this Agreement), Phone Parent shall prepare, together with the Company, and ▇▇▇▇▇▇▇▇.▇▇▇ shall prepare and file cause to be filed with the SEC a registration statement on Form S-4 pursuant to which the Joint Proxy Statementoffer and sale of shares of Parent Common Stock in the Merger will be registered pursuant to the Securities Act, and Phone shall prepare and file which will include the proxy statement relating to the Company Shareholder Meeting (together with any amendments or supplements thereto, the SEC the “Form S-4, in which the Joint Proxy Statement will be included as a prospectus”). Each of Phone and ▇▇▇▇▇▇▇▇.▇▇▇ Parent shall use commercially its reasonable best efforts (i) to have the Form S-4 declared become effective under the Securities Act as promptly as reasonably practicable after such filingfiling and (ii) to keep the Form S-4 effective as long as necessary to consummate the Transactions. Phone The Company will use commercially reasonable efforts to cause the Joint Proxy Statement proxy statement contained in the Form S-4 to be mailed disseminated to Phone's stockholders, and ▇▇▇▇▇▇▇▇.▇▇▇ will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholders, in each case holders of Company Common Stock as promptly as reasonably practicable after the Form S-4 is declared has become effective under the Securities Act. Phone shall also take any action required Notwithstanding the foregoing, prior to be taken under any applicable state securities laws in connection with filing the issuance of shares of Phone Common Stock in the Merger and the conversion of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone Common Stock, and ▇▇▇▇▇▇▇▇.▇▇▇ shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ and the holders of ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock as may be reasonably requested in connection with any such action. No filing ofForm S-4, or any amendment or supplement tothereto, each of the Form S-4 or Company and Parent (i) shall provide the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and without providing ▇▇▇▇▇▇▇▇.▇▇▇ the other and/or its counsel an opportunity to review and comment thereonon such document (including the proposed final version of such document), (ii) shall consider in good faith all comments reasonably proposed by the other or its counsel and (iii) shall not file or mail such document or respond to the SEC prior to receiving the approval of the other, which approval shall not be unreasonably withheld, conditioned or delayed. (b) The Company and Parent will provide for inclusion or incorporation by reference into the Form S-4 all reasonably required information relating to the Company, Parent or Merger Sub or their respective affiliates, and the Form S-4 shall include all information reasonably requested by such other party to be included therein. Phone Parent shall promptly notify the Company 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 SEC or its staff with respect to the Form S-4, and shall provide the Company with copies of written correspondence between Parent and its representatives, on the one hand, and the SEC, on the other hand. 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 or its counsel prior to such response. The Company shall use its reasonable best efforts to cooperate with Parent in responding to any such comments from the SEC or its staff with respect to the Form S-4. Parent shall advise ▇▇▇▇▇▇▇▇.▇▇▇ the Company, promptly after it receives notice thereof, of the time when of effectiveness of the Form S-4 has become effective or any supplement or amendment has been filedS-4, the issuance of any stop order, order relating thereto or the suspension of the qualification of the Phone Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, and Parent shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Parent shall also take any request other action (other than qualifying to do business in any jurisdiction in which Parent is not now so qualified) required to be taken under the Securities Act, the Securities Exchange Act, any applicable foreign or state securities or “blue sky” Laws and the rules and regulations thereunder in connection with the issuance of Parent Common Stock in the Merger, and the Company shall 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) The information provided by Parent and the SEC Company specifically for amendment of the Joint Proxy Statement or use in the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior shall not, with respect to the Effective Time any information relating to Phone or ▇▇▇▇▇▇▇▇.▇▇▇provided by such person, or any of their respective affiliates, officers or directors, should be discovered by Phone or ▇▇▇▇▇▇▇▇.▇▇▇ on the date upon which should be set forth the proxy statement and prospectus contained in an amendment or supplement to any of the Form S-4 or is distributed to the Joint Proxy Statementholders of Company Common Stock, so that contain any of such documents would not include any misstatement 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 party which discovers Company and Parent agrees to promptly (i) 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 (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 light of the circumstances under which they were made, not misleading. Parent further agrees to cause the Form S-4 as so corrected or supplemented promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall to be promptly filed with the SEC andand each of the Company and Parent agrees to cause the Form S-4 to be disseminated to the holders of Company Common Stock (and will use its reasonable efforts to incorporate any reasonable comments of the other party and/or its counsel prior to such filing and dissemination), in each case as and to the extent required by law, disseminated to the stockholders of Phone and ▇▇▇▇▇▇▇▇applicable Laws.▇▇▇. (b) Phone 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 "Phone Stockholders' Meeting") in accordance with the DGCL for the purpose of obtaining the Phone Stockholder Approval and shall, subject to the provisions of Section 4.2(b) hereof, through its Board of Directors, recommend to its stockholders the approval of the issuance of the shares of Phone Common Stock in the Merger and the Phone Charter Amendment.

Additional Agreements. SECTION 5.1 Preparation of the Form S-4 and the Joint Proxy Statement6.01. PREPARATION OF THE PARENT FORM ▇-▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇-▇, THE FORM 8-A AND THE PARENT PROXY STATEMENT; StockholdersSTOCKHOLDERS' MeetingsMEETING. (a) As soon as practicable following the date of this Agreement, Phone the Company and ▇▇▇▇▇▇▇▇.▇▇▇ Parent shall prepare and the Company shall file with the SEC the Proxy Statement, the Newco Form S-4 and the Form 8-A and Parent shall prepare and file with the SEC the Joint Proxy Statement, and Phone shall prepare and file with the SEC the Parent Form S-4, in which the Joint . The Proxy Statement will be included as a prospectusprospectus in the Newco Form S-4 and the Parent Form S-4. Each of Phone the Company and ▇▇▇▇▇▇▇▇.▇▇▇ Parent shall use its commercially reasonable efforts to have the Newco Form S-4 and the Parent Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Phone will The Company shall use its commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to Phonethe Company's stockholders, and ▇▇▇▇▇▇▇▇.▇▇▇ will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholders, in each case stockholders as promptly as practicable after the Newco Form S-4 is and the Parent Form S-4 are declared effective under the Securities Act. Phone Each of Parent and the Company shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with with, in the case of Parent, the issuance of shares of Phone Parent Common Stock in the Merger and and, in the conversion case of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone the Company, the issuance of Newco Common Stock, and ▇▇▇▇▇▇▇▇.▇▇▇ Stock in the Split-Off. The Company shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ the Company and the holders of ▇▇▇▇▇▇▇▇.▇▇▇ Company Common Stock Stock, and Parent shall furnish all information concerning Parent, as may be reasonably requested in connection with any such actionaction and the preparation, filing and distribution of the Proxy Statement, the Newco Form S-4 and the Parent Form S-4. No filing of, or amendment or supplement to, the Form Parent S-4 will be made by Parent, and no filing of, or amendment or supplement to, the ▇▇▇▇▇ ▇-▇ or the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and the Company, in each case without providing ▇▇▇▇▇▇▇▇.▇▇▇ the other party a reasonable opportunity to review and comment thereon. Phone will advise ▇▇▇▇▇▇▇▇.▇▇▇ promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Phone Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to Phone the Company or ▇▇▇▇▇▇▇▇.▇▇▇Parent, or any of their respective affiliatesAffiliates, officers or directors, should be discovered by Phone the Company or ▇▇▇▇▇▇▇▇.▇▇▇ Parent which should be set forth in an amendment or supplement to any of the Parent Form S-4, the Newco Form S-4 or the Joint Proxy Statement, so that any of such documents document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of Phone the Company. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and ▇▇▇▇▇▇▇▇.▇▇▇of any request by the SEC or its staff for amendments or supplements to the Proxy Statement, the Newco Form S-4, the Form 8-A or the Parent Form S-4 or for additional information and shall supply each other with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC or its staff on the other hand, with respect to the Proxy Statement, the Newco Form S-4, the Parent Form S-4, the Form 8-A, the Merger or the other transactions contemplated by the Transaction Agreements. (b) Phone The Company shall, as promptly soon as practicable after following the Form S-4 is declared effective under date of this Agreement (taking into account any delays reasonably required as a result of the Securities Actoccurrence of any event described in the last sentence of this clause (b)), establish a record date following the date of this Agreement for, duly call, give notice of, convene and hold a meeting of its stockholders (the "Phone Stockholders' Meeting") in accordance with the DGCL solely for the purpose of obtaining the Phone Stockholder Approval and Approval. Subject to Section 5.02(b), the Company shall, subject to the provisions of Section 4.2(b) hereof, through its Board of Directors, recommend to its stockholders the approval and adoption of the issuance of the shares of Phone Common Stock in this Agreement, the Merger and the Phone Charter Amendmentother transactions contemplated hereby (and, if required, the other Transaction Agreements and the transactions contemplated thereby) and shall include such recommendation in the Proxy Statement. Without limiting the generality of the foregoing, the Company's obligations pursuant to the first sentence of this Section 6.01(b) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any Takeover Proposal or (ii) the withdrawal or modification by the Board of Directors of the Company or any committee thereof of such Board of Directors' or such committee's approval or recommendation of the Merger or this Agreement.

Additional Agreements. SECTION 5.1 Preparation of the Form S-4 Section 8.01 Proxy Statement and the Joint Proxy Statement; Stockholders' Meetings. (a) Schedule 13E-3. As soon promptly as reasonably practicable following the date hereof, the Company, with the assistance of this AgreementParent and Merger Sub, Phone and ▇▇▇▇▇▇▇▇.▇▇▇ shall prepare and file and, promptly after the Go Shop Period End Date (or earlier, if the Special Committee so directs), shall cause to be filed with the SEC a proxy statement (such proxy statement, as amended or supplemented, being referred to herein as the Joint “Proxy Statement”) and a Rule 13e-3 transaction statement on Schedule 13E-3 (such Schedule 13E-3, and Phone shall prepare and file with as amended or supplemented, being referred to herein as the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Phone and ▇▇▇▇▇▇▇▇.▇▇▇ shall use commercially reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Phone will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to Phone's stockholders, and ▇▇▇▇▇▇▇▇.▇▇▇ will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholders“Schedule 13E-3”), in each case relating to the authorization and adoption by the Stockholders of this Agreement and the Transactions, including the Merger. 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. The Company, with the assistance of, and after consultation with, Parent and Merger Sub, shall use its reasonable best efforts to: (a) respond, as promptly as practicable after reasonably practicable, to any comments received from the Form S-4 is declared effective under staff of the Securities Act. Phone shall also take SEC with respect to such filings of the Proxy Statement and the Schedule 13E-3; (b) prepare and file, as promptly as reasonably practicable, any action required amendments or supplements necessary to be taken under filed in response to any applicable state securities laws in connection with such comments or as required by Law; (c) have cleared by the issuance staff of shares of Phone Common Stock in the Merger SEC the Proxy Statement and the conversion Schedule 13E-3; and (d) to the extent required by applicable Law, as promptly as reasonably practicable, prepare, file and distribute to the Stockholders any supplement or amendment to the Proxy Statement or the Schedule 13E-3 if any event shall occur which requires such action at any time prior to the Stockholders’ Meeting. Each of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone Common Stockthe Company, Parent and ▇▇▇▇▇▇▇▇.▇▇▇ Merger Sub shall promptly furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ and such party to the holders of ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock other parties as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement and the Schedule 13E-3. The Company shall promptly notify Parent upon the receipt of any such actioncomments from the SEC or its staff with respect to the Proxy Statement or the Schedule 13E-3 and of any requests by the SEC or its staff for any amendments or supplements to the Proxy Statement or the Schedule 13E-3 and shall promptly provide Parent with copies of all written correspondence between it and its Representatives, on the one hand, and the SEC and its staff, on the other hand. No Parent shall promptly provide the Company with copies of any requests by the SEC or its staff for any amendments or supplements to the Schedule 13E-3 and with copies of all written correspondence between it and its Representatives, on the one hand, and the SEC and its staff, on the other hand. Prior to filing of, or mailing of the Proxy Statement and the Schedule 13E-3 (or any amendment or supplement tothereto) or responding to any comments of the SEC with respect thereto, the Form S-4 or the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and without providing ▇▇▇▇▇▇▇▇.▇▇▇ the Company shall (i) provide Parent a reasonable opportunity to review and comment thereon. Phone will advise ▇▇▇▇▇▇▇▇.▇▇▇ promptly after it receives notice thereof, of the time when the Form S-4 has become effective on such document or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Phone Common Stock issuable response and (ii) consider in connection with the Merger for offering or sale in any jurisdiction, or any request good faith all comments proposed by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon Parent and responses thereto or requests by the SEC for additional informationits Representatives. If at any time prior to the Effective Time Stockholders’ Meeting, any information relating to Phone or ▇▇▇▇▇▇▇▇.▇▇▇the Company, Parent, Merger Sub or any of their respective affiliatesAffiliates, officers or directors, should be directors is discovered by Phone the Company, Merger Sub or ▇▇▇▇▇▇▇▇.▇▇▇ Parent which should be set forth in an amendment or supplement to any of the Form S-4 or Proxy Statement and/or the Joint Proxy Statement, Schedule 13E-3 so that the Proxy Statement and/or the Schedule 13E-3 shall not contain any of such documents would not include any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, 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 lawapplicable Law, disseminated to the stockholders of Phone and ▇▇▇▇▇▇▇▇Stockholders.▇▇▇. (b) Phone 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 "Phone Stockholders' Meeting") in accordance with the DGCL for the purpose of obtaining the Phone Stockholder Approval and shall, subject to the provisions of Section 4.2(b) hereof, through its Board of Directors, recommend to its stockholders the approval of the issuance of the shares of Phone Common Stock in the Merger and the Phone Charter Amendment.

Additional Agreements. SECTION Section 5.1 Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders' MeetingsCompany Stockholder Meeting. (a) Form S-4/Proxy Statement. As soon as practicable following the date of this Agreement, Phone and ▇▇▇▇▇▇▇▇.▇▇▇ the Company shall prepare the Proxy Statement and file with the SEC the Joint Proxy Statement, and Phone 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 Phone 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. Phone will The Company shall use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to Phone's the Company’s stockholders, and ▇▇▇▇▇▇▇▇.▇▇▇ will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Phone shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of shares of Phone Common Stock in the Merger and the conversion of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone Common Stock, and ▇▇▇▇▇▇▇▇.▇▇▇ shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ and the holders of ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 will be made by Parent, and no filing of, or amendment or supplement to the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and the Company or Parent, in each case, without providing ▇▇▇▇▇▇▇▇.▇▇▇ the other party and its respective counsel the reasonable opportunity to review and comment thereonthereon and giving due consideration to such comments. Phone 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 receipt 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, 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 or any supplement or amendment has been filedeffective, the issuance of any stop order, order or the suspension of the qualification of the Phone Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement 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 Phone the Company or ▇▇▇▇▇▇▇▇.▇▇▇Parent, or any of their respective affiliates, officers or directors, should be discovered by Phone 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 must be promptly filed with the SEC and, to the extent required by lawLaw, disseminated to the stockholders of Phone and ▇▇▇▇▇▇▇▇the Company.▇▇▇. (b) Phone 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 "Phone Stockholders' Meeting") in accordance with the DGCL for the purpose of obtaining the Phone Stockholder Approval and shall, subject to the provisions of Section 4.2(b) hereof, through its Board of Directors, recommend to its stockholders the approval of the issuance of the shares of Phone Common Stock in the Merger and the Phone Charter Amendment.

Additional Agreements. SECTION 5.1 a. Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders' Meetings. (a) As soon as practicable ------------------------------------------------------------- Meeting; Charter Amendment. Promptly following the date of this -------------------------- Agreement, Phone and ▇▇▇▇▇▇▇▇.▇▇▇ the Company shall prepare and file with the SEC the Joint Proxy Statement, Statement and Phone Acquiror shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Phone the Company and ▇▇▇▇▇▇▇▇.▇▇▇ Acquiror shall use commercially its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Phone will The Company shall use commercially its reasonable best efforts to cause the Joint Proxy Statement to be mailed to Phonethe Company's stockholders, and ▇▇▇▇▇▇▇▇.▇▇▇ will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Phone Acquiror shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or consenting to service of process in any jurisdiction in which it has not previously so consented in any action other than one arising out of the offering of the Media Stock and the Series D Preferred Stock in such jurisdiction) required to be taken to qualify the Media Stock and Series D Preferred Stock to be issued in the Merger under any applicable state securities or "blue sky" laws in connection with prior to the issuance of shares of Phone Common Stock in the Merger Effective Time, and the conversion of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone Common Stock, and ▇▇▇▇▇▇▇▇.▇▇▇ Company shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ the Company and the holders of ▇▇▇▇▇▇▇▇.▇▇▇ Common the Company Capital Stock as may be reasonably requested in connection with any such action. No filing of. i. None of the information supplied or to be supplied by the Company, on the one hand, or amendment Acquiror, on the other hand, for inclusion or supplement to, incorporation by reference in (i) the Form S-4 or the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and without providing ▇▇▇▇▇▇▇▇.▇▇▇ the opportunity to review and comment thereon. Phone will advise ▇▇▇▇▇▇▇▇.▇▇▇ promptly after it receives notice thereofwill, of at the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Phone Common Stock issuable in connection is filed with the Merger for offering or sale in any jurisdictionSEC, 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 it is amended or supplemented or at the Effective Time time it becomes effective under the Securities Act, contain any information relating to Phone or ▇▇▇▇▇▇▇▇.▇▇▇, or any of their respective affiliates, officers or directors, should be discovered by Phone or ▇▇▇▇▇▇▇▇.▇▇▇ 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 untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Proxy Statement will, at the date it is first mailed to the stockholders of the Company or at the time of each Stockholders' Meeting (as defined in Section 7.1(d)), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Proxy Statement and the Form S-4 will comply as to form in all material respects with the requirements of the Exchange Act or the Securities Act, as the party which discovers such case may be. Notwithstanding the foregoing, (i) no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied in writing by Acquiror specifically for inclusion or incorporation by reference in the Proxy Statement and (ii) no representation is made by Acquiror with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically for inclusion or incorporation by reference in the Form S-4. ii. The Company and Acquiror shall cooperate with each other and provide to each other all information necessary in order to prepare the Proxy Statement and the Form S-4. The Company and Acquiror shall notify each other promptly notify of the receipt of any comments from the SEC or its staff and of any requests by the SEC or its staff for amendments or supplements to the Form S-4 or the Proxy Statement or for additional information and shall supply the other parties hereto with copies of all correspondence between the Company or any of its representatives, or Acquiror or any of its representatives, as the case may be, on the one hand, and the SEC or its staff, on the other hand, with respect thereto. The Company and Acquiror shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company or any of its Subsidiaries, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or (ii) any event with respect to Acquiror, or with respect to information supplied by Acquiror for inclusion in the Form S-4, in either case which event is required to be described in an appropriate amendment of, or a supplement to, the Proxy Statement or Form S-4, such event shall be so described, and such amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent as required by law, disseminated to the stockholders of Phone the Company. Acquiror shall notify the Company promptly upon (i) the declaration by the SEC of the effectiveness of the Form S-4, (ii) the issuance or threatened issuance of any stop order or other order preventing or suspending the use of any prospectus relating to the Form S-4, (iii) any suspension or threatened suspension of the use of any prospectus relating to the Form S-4 in any state, (iv) any proceedings commenced or threatened to be commenced by the SEC or any state securities commission that might result in the issuance of a stop order or other order or suspension of use or (v) any request by the SEC to supplement or amend any prospectus relating to the Form S-4 after the effectiveness thereof. Acquiror and, to the extent applicable, the Company, shall use its reasonable best efforts to prevent or promptly remove any stop order or other order preventing or suspending the use of any prospectus relating to the Form S-4 and ▇▇▇▇▇▇▇▇.▇▇▇to comply with any such request by the SEC or any state securities commission to amend or supplement the Form S-4 or the prospectus relating thereto. (b) Phone iii. The Company shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Actpracticable, duly call, give notice of, convene and hold a meeting of its stockholders (the "Phone Initial Stockholders' Meeting") in accordance with the DGCL for the purpose of obtaining the Phone Stockholder Approval and Approvals. The Company shall use its reasonable best efforts to hold such meeting as soon as practicable. In the event the Charter Amendment is not approved at the Initial Stockholders' Meeting, the Company shall, subject as promptly as practicable following the date of the Initial Stockholders' Meeting, duly call, give notice of, convene and hold another meeting of its stockholders (the "Additional Stockholders' Meeting" and, together with the Initial Stockholders' Meeting, collectively, the "Stockholders' Meetings" and individually, a "Stockholders' Meeting") for the purpose of obtaining the Stockholder Approvals. The Company shall, as promptly as practicable after the date of the Initial Stockholders' Meeting, hold the Additional Stockholders' Meeting. Subject to the provisions fiduciary duties of the Board of Directors of the Company under Applicable Laws and to Section 4.2(b) hereof9.1(g), the Company shall, through its the Board of Directors, recommend to its stockholders adoption of this Agreement, the Charter Amendment and the other transactions contemplated hereby and shall use its best efforts to solicit from stockholders proxies in favor of adoption of this Agreement and the Charter Amendment and to take all other action necessary to secure the Stockholder Approvals at the Initial Stockholders' Meeting or the Additional Stockholders' Meeting, as the case may be. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first and third sentences of this Section 7.1(d) shall not be altered by the commencement, public proposal or communication to the Company of any Acquisition Proposal (as defined in Section 7.10). iv. Subject to receipt of the Stockholder Approvals, the Company shall take all actions necessary to cause the Charter Amendment to be executed, acknowledged and filed and to become effective no later than immediately prior to the Effective Time in accordance with the DGCL as soon as practicable after the approval thereof at a Stockholders' Meeting. v. The Company shall make stock transfer records relating to the Company available to Acquiror to the extent reasonably necessary to effectuate the intent of the issuance of the shares of Phone Common Stock in the Merger and the Phone Charter Amendmentthis Agreement.

Additional Agreements. SECTION 5.1 Preparation of the Form S-4 and the Joint Proxy StatementPREPARATION OF THE FORM S-4, JOINT PROXY STATEMENT; Stockholders' MeetingsSTOCKHOLDERS MEETINGS. (a) As soon promptly as practicable following the date of this Agreement, Phone Parent and ▇▇▇▇▇▇▇▇.▇▇▇ the Company shall prepare prepare, and Parent shall file with the SEC the Joint Proxy StatementSEC, and Phone shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Phone Parent and ▇▇▇▇▇▇▇▇.▇▇▇ the Company shall use commercially all reasonable efforts to have the Form S-4 declared effective under the Securities Act Act, and for the Joint Proxy Statement to be cleared under the Exchange Act, as promptly as practicable after such filing. Phone Without limiting any other provision hereinabove contained, the Form S-4 and the Joint Proxy Statement will contain, without limitation, such information and disclosure reasonably requested by either Parent or the Company so that (i) the Form S-4 conforms in both form and substance to the requirements of the Securities Act, and (ii) the Joint Proxy Statement conforms in both form and substance to the requirements of the Exchange Act. The Company and Parent shall each use commercially reasonable best efforts to cause the Joint Proxy Statement to be mailed to Phone's stockholdersholders of Company Common Stock and Parent Common Stock, and ▇▇▇▇▇▇▇▇.▇▇▇ will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholdersrespectively, in each case as promptly as practicable after the Form S-4 is declared effective under effective. (b) If at any time prior to the Securities Act. Phone Effective Time there shall also take occur (i) any action 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 its Subsidiaries, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Joint Proxy Statement, in either case, which event is required to be taken under any applicable state securities laws described in connection with the issuance of shares of Phone Common Stock in the Merger and the conversion of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone Common Stock, and ▇▇▇▇▇▇▇▇.▇▇▇ shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ and the holders of ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock as may be reasonably requested in connection with any such action. No filing an amendment of, or amendment or a supplement to, the Form S-4 or the Joint Proxy Statement will Statement, such event shall be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent so described, and without providing ▇▇▇▇▇▇▇▇.▇▇▇ the opportunity to review and comment thereon. Phone will advise ▇▇▇▇▇▇▇▇.▇▇▇ promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Phone Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to Phone or ▇▇▇▇▇▇▇▇.▇▇▇, or any of their respective affiliates, officers or directors, should be discovered by Phone or ▇▇▇▇▇▇▇▇.▇▇▇ which should be set forth in an such 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 as required by law, disseminated to the stockholders of Phone Company and ▇▇▇▇▇▇▇▇.▇▇▇Parent. (bc) Phone Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and the other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Joint Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Joint Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) Each of the Company and Parent shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold a meeting of its stockholders (the "Phone Stockholders' Company Stockholders Meeting and Parent Stockholders Meeting") , respectively, in accordance with the DGCL for the purpose of obtaining the Phone Company Stockholder Approval and shallParent Stockholder Approval, subject respectively, and each shall coordinate with the other regarding the timing of such meetings. (e) Subject to Section 4.3, the Board of Directors of the Company shall recommend to the provisions of Section 4.2(b) hereof, through its Board of Directors, recommend to its Company's stockholders the approval and adoption of the issuance of the shares of Phone Common Stock in this Agreement, the Merger and the Phone Charter Amendmentother transactions contemplated hereby (the "COMPANY RECOMMENDATION"); provided, however, that the Company's Board of Directors shall not be required to make such Company Recommendation to the extent that it is permitted to effect a Change in the Company Recommendation pursuant to Section 4.3. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(e) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligation, provided, however, that if the Board of Directors of the Company shall have effected a Change in the Company Recommendation in accordance with this Agreement, then in submitting this Agreement to the Company's stockholders, the Board of Directors of the Company may submit this Agreement to the Company's stockholders without recommendation (although the resolutions adopting this Agreement and the Plan of Merger as of the date hereof may not be rescinded or amended), in which event the Board of Directors of the Company may communicate the basis for its lack of a recommendation to the Company's stockholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law. (f) The Board of Directors of Parent shall use its reasonable best efforts to obtain the Parent Stockholder Approval and to recommend to Parent's stockholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby (the "PARENT RECOMMENDATION").

Additional Agreements. SECTION 5.1 Section 6.01. Preparation of the Form S-4 Proxy Statement and the Joint Proxy StatementSchedule 13E-3; Stockholders' MeetingsCompany Shareholders Meeting. (a) As soon reasonably promptly as practicable following the date of this Agreement, Phone and ▇▇▇▇▇▇▇▇.▇▇▇ the Company shall prepare and file cause to be filed with the SEC a proxy statement to be sent to the Joint Company’s shareholders relating to the Company Shareholders Meeting (together with any amendments or supplements thereto, the “Proxy Statement, and Phone shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus”). Each of Phone and ▇▇▇▇▇▇▇▇.▇▇▇ shall use commercially reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Phone will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to Phone's stockholders, and ▇▇▇▇▇▇▇▇.▇▇▇ will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Phone shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of shares of Phone Common Stock in the Merger and the conversion of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone Common Stock, and ▇▇▇▇▇▇▇▇.▇▇▇ Parent shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ Parent and its Affiliates to the holders of ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock 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 such actioncomments 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. No The Company shall use its reasonable best efforts to respond as reasonably promptly as practicable to any comments from the SEC with respect to the Proxy Statement, and Parent will cooperate in connection therewith. Notwithstanding the foregoing, prior to filing of, or mailing the Proxy Statement (or any amendment or supplement tothereto) or responding to any comments of the SEC with respect thereto, the Form S-4 or the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and without providing ▇▇▇▇▇▇▇▇.▇▇▇ the Company (i) shall provide Parent an opportunity to review and comment thereon. Phone will advise ▇▇▇▇▇▇▇▇.▇▇▇ promptly after it receives notice thereof, on the Proxy Statement or response (including the proposed final version of the time when Proxy Statement or response) and (ii) shall consider in good faith all comments proposed by Parent. (b) The Company and Parent shall cooperate to (i) concurrently with the Form S-4 has become effective preparation and filing of the Proxy Statement, jointly prepare and file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the “Schedule 13E-3”) relating to the transactions contemplated by this Agreement, and furnish to each other all information concerning such party as may be reasonably requested in connection with the preparation of the Schedule 13E-3, (ii) respond as reasonably promptly as practicable to any comments received from the SEC with respect to the Schedule 13E-3 and will consult with each other prior to providing such response, (iii) as promptly as reasonably practicable, prepare and file any amendments or supplements necessary to be filed in response to any such comments, (iv) use reasonable best efforts to have cleared by the staff of the SEC the Schedule 13E-3 and (v) to the extent required by applicable Law, as promptly as reasonably practicable prepare and file any supplement or amendment has been filed, to the issuance Schedule 13E-3. Each party shall reasonably promptly notify the other parties upon the receipt of any stop order, comments from the suspension of the qualification of the Phone Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, SEC or any request by from the SEC for amendment 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 Joint Proxy Statement or one hand, and the Form S-4 or comments thereon and responses thereto or requests by SEC, on the SEC for additional information. other hand. (c) If at any time prior to the Effective Time any change occurs with respect to information relating supplied by Parent or its Affiliates for inclusion in the Proxy Statement or the Schedule 13E-3 which is required to Phone or ▇▇▇▇▇▇▇▇.▇▇▇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 of their respective affiliates, officers or directors, should be discovered by Phone or ▇▇▇▇▇▇▇▇.▇▇▇ which should be set forth in an necessary amendment or supplement to any of the Form S-4 Proxy Statement or the Joint Proxy StatementSchedule 13E-3, 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 thereinas applicable, and as required by Law, in light of disseminating the circumstances under which they were made, not misleading, the party which discovers information contained in such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing to the Company’s shareholders. Nothing in this Section 6.01(c) shall limit the obligations of any party under Section 6.01(a). (d) If prior to the Effective Time any event occurs with respect to the Company or any Company Subsidiary, or any change occurs with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Schedule 13E-3, which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Schedule 13E-3, the Company shall reasonably promptly notify Parent of such information event, and the Company shall be as reasonably promptly filed as practicable file any necessary amendment or supplement to the Proxy Statement or the Schedule 13E-3, as applicable, with the SEC and, as required by Law, disseminate the information contained in such amendment or supplement to the extent required by law, disseminated to Company’s shareholders. Nothing in this Section 6.01(d) shall limit the stockholders obligations of Phone and ▇▇▇▇▇▇▇▇.▇▇▇any party under Section 6.01(a). (be) Phone The Company shall, as promptly as reasonably practicable after the Form S-4 is declared effective under SEC confirms it has no further comments on the Securities ActProxy Statement and the Schedule 13E-3, duly call, give notice of, convene and hold a meeting the Company Shareholders Meeting for the purpose of its stockholders (i) seeking the "Phone Stockholders' Meeting"Company Shareholder Approval; and (ii) in accordance with Section 14A of the DGCL 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 purpose Company’s named executive officers in connection with the completion of obtaining the Phone Stockholder Approval Merger. The Company shall use its reasonable best efforts to (i) cause the Proxy Statement to be mailed to the Company’s shareholders; and (ii) subject to Section 5.04(d), solicit the Company Shareholder Approval. The Company shall, subject to through the provisions of Section 4.2(b) hereof, through its Board of DirectorsCompany Board, recommend to its stockholders shareholders that they give the approval Company Shareholder Approval (the “Company Recommendation”) and shall include such recommendation in the Proxy Statement and the Schedule 13E-3, in each case, except to the extent that the Company Board shall have made an Adverse Recommendation Change as permitted by Section 5.04(d). The Company agrees that, unless this Agreement is terminated in accordance with its terms prior thereto, its obligations to hold the Company Shareholders Meeting pursuant to this Section 6.01 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Alternative Proposal, by the making of any Adverse Recommendation Change by the Company Board or by any other development; provided, however, that if the public announcement of an Adverse Recommendation Change or the delivery of notice by the Company to Parent pursuant to Section 5.04(d)(i) occurs less than 10 Business Days prior to the Company Shareholders Meeting, the Company shall be entitled to postpone the Company Shareholders Meeting to a date not more than 10 Business Days after the date such Company Shareholders Meeting had previously been scheduled (but in no event to a date after the date that is five Business Days before the End Date). (f) The Company may, with Parent’s consent (such consent not to be unreasonably withheld, conditioned or delayed), adjourn, recess, reconvene or postpone the Company Shareholders Meeting if (x) the Company reasonably believes that (i) such adjournment, recess, reconvening or postponement is necessary to ensure that any required supplement or amendment to the Proxy Statement or the Schedule 13E-3 is provided to the holders of Company Shares within a reasonable amount of time in advance of the issuance Company Shareholders Meeting, (ii) after consultation with Parent, as of the shares of Phone Common Stock time for which the Company Shareholders Meeting is then scheduled (as set forth in the Merger and Proxy Statement), (A) there will be an insufficient number of Company Shares present (either in person or by proxy) to constitute a quorum necessary to conduct the Phone Charter Amendmentbusiness of the Company Shareholders Meeting or (B) there will be an insufficient number of proxies to obtain the Company Shareholder Approval, or (iii) 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 proxy solicitation results.

Additional Agreements. SECTION 5.1 Preparation of the Form S-4 and the Joint Proxy StatementPREPARATION OF THE FORM S-4, PROXY STATEMENT; Stockholders' MeetingsSTOCKHOLDERS MEETING. (a) As soon promptly as practicable following the date of this Agreement, Phone Newco and ▇▇▇▇▇▇▇▇.▇▇▇ Company shall prepare prepare, and Newco shall file with the SEC the Joint Proxy StatementSEC, and Phone shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Phone Newco and ▇▇▇▇▇▇▇▇.▇▇▇ Company shall use commercially all reasonable efforts to have the Form S-4 declared effective under the Securities Act Act, and for the Proxy Statement to be cleared under the Exchange Act, as promptly as practicable after such filing. Phone 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 commercially reasonable best efforts to cause the Joint Proxy Statement to be mailed to Phone's stockholders, and ▇▇▇▇▇▇▇▇.▇▇▇ will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholders, in each case holders of Company Common Stock as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Phone shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of shares of Phone Common Stock in the Merger and the conversion of ▇▇▇▇▇▇▇▇effective.▇▇▇ Options into options to acquire Phone Common Stock, and ▇▇▇▇▇▇▇▇.▇▇▇ shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ and the holders of ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and without providing ▇▇▇▇▇▇▇▇.▇▇▇ the opportunity to review and comment thereon. Phone will advise ▇▇▇▇▇▇▇▇.▇▇▇ promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Phone Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. (b) If at any time prior to the Effective Time there shall occur (i) any information relating event with respect to Phone or ▇▇▇▇▇▇▇▇.▇▇▇, Company or any of their respective affiliatesits Subsidiaries, officers or directors, should be discovered with respect to other information supplied by Phone or ▇▇▇▇▇▇▇▇.▇▇▇ which should be set forth Company for inclusion in an amendment or supplement to any of the Form S-4 or the Joint 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, so that any of such documents would not include any misstatement of in either case, which event is required to be described in an amendment of, or 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 misleadingsupplement to, the party which discovers Form S-4 or the Proxy Statement, such information event shall promptly notify the other parties hereto be so described, and an appropriate such amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent as required by law, disseminated to the stockholders of Phone and ▇▇▇▇▇▇▇▇.▇▇▇Company. (bc) Phone 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 after the Form S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold a meeting of its stockholders (the "Phone Stockholders' Meeting") Company Stockholders Meeting in accordance with the DGCL for the purpose of obtaining the Phone Company Stockholder Approval and shall, subject to Section 4.3, the provisions of Section 4.2(b) hereof, through its Board of Directors, Directors of Company shall recommend to its Company's stockholders the approval and adoption of the issuance of the shares of Phone Common Stock in this Agreement, the Merger and the Phone Charter Amendmentother 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 the Agreement and the Merger and nothing contained herein shall be deemed to relieve Company of such obligation, provided, however, that if the Board of Directors of Company shall have effected a Change in Company Recommendation in accordance with this Agreement, then in submitting this Agreement to Company's stockholders, the Board of Directors of Company may submit this Agreement to Company's stockholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded or amended), in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company's stockholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law. If required by applicable law or stock exchange requirements, or if Parent elects in its discretion to submit this Agreement to its stockholders or Newco stockholders for approval, Parent and/or Newco, as applicable, shall submit this Agreement to their respective shareholders for approval at a special meeting to be held as promptly as practicable following effectiveness of the Form S-4 and on the timing described in Section 5.1(e), and by approving execution of this Agreement the Board of Directors of Parent agrees that it shall, at the time any proxy statement soliciting approval of this Agreement and the transactions contemplated hereby is mailed to the stockholders of Parent, recommend that Parent's stockholders vote for such approval, and it shall cause the Board of Directors of Newco to recommend that Newco's stockholder vote for such approval; provided that Parent's determination as to whether it shall submit this Agreement to its and/or Newco's stockholders for approval shall be made prior to the initial filing of the Form S-4. (e) Company, Newco and Parent shall coordinate and cooperate with respect to the timing of their respective stockholders meeting, and shall use reasonable best efforts to hold each of such meetings within five business days of each other.

Additional Agreements. SECTION 5.1 Preparation The Company agrees that, upon the occurrence and during the continuance of a Default hereunder, it will, at any time and from time to time, upon the written request of the Form S-4 and the Joint Proxy Statement; Stockholders' Meetings. (a) As soon as practicable following the date of this AgreementTrustee, Phone and ▇▇▇▇▇▇▇▇.▇▇▇ shall prepare and file with the SEC the Joint Proxy Statement, and Phone shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Phone and ▇▇▇▇▇▇▇▇.▇▇▇ shall use commercially reasonable its best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Phone will use commercially reasonable efforts take or to cause the Joint Proxy Statement issuer of the Pledged Shares and any other securities distributed in respect of the Pledged Shares (collectively with the Pledged Shares, the "Pledged Securities") to be mailed take such action and prepare, distribute or file such documents, as are required or advisable in the reasonable opinion of counsel for the Trustee to Phone's stockholderspermit the public sale of such Pledged Securities. The Company further agrees to indemnify, defend and hold harmless the Trustee, each Holder, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including reasonable fees and expenses of legal counsel to the Trustee), and ▇▇▇▇▇▇▇▇.▇▇▇ will use commercially reasonable efforts to cause claims (including the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholderscosts of investigation) that they may incur insofar as such loss, in each case as promptly as practicable after the Form S-4 liability, expense or claim arises out of or is declared effective under the Securities Act. Phone shall also take based upon any action required to be taken under any applicable state securities laws in connection with the issuance of shares of Phone Common Stock in the Merger and the conversion of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone Common Stock, and ▇▇▇▇▇▇▇▇.▇▇▇ shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ and the holders of ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and without providing ▇▇▇▇▇▇▇▇.▇▇▇ the opportunity to review and comment thereon. Phone will advise ▇▇▇▇▇▇▇▇.▇▇▇ promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Phone Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to Phone or ▇▇▇▇▇▇▇▇.▇▇▇, or any of their respective affiliates, officers or directors, should be discovered by Phone or ▇▇▇▇▇▇▇▇.▇▇▇ 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 alleged untrue statement of a material fact contained in any prospectus (or omit any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, any thereof not misleading, except insofar as the party which discovers same may have been caused by any untrue statement or omission based upon information furnished in writing to the Company or the issuer of such information shall promptly notify Pledged Securities by the other parties hereto and an appropriate amendment Trustee or supplement describing any Holder expressly for use therein. The Company further agrees, upon such information shall be promptly filed with the SEC andwritten request referred to above, to use its best efforts to qualify, file or register, or cause the extent required by lawissuer of such Pledged Securities to qualify, disseminated to file or register, any of the stockholders of Phone and ▇▇▇▇▇▇▇▇.▇▇▇. (b) Phone shall, as promptly as practicable after the Form S-4 is declared effective Pledged Securities under the Securities ActBlue Sky or other securities laws of such states as may be requested by the Trustee and keep effective, duly give notice ofor cause to be kept effective, convene all such qualifications, filings or registrations. The Company will bear all costs and hold a meeting expenses of carrying out its stockholders (the "Phone Stockholders' Meeting") in accordance obligations under this Section 11.13. The Company acknowledges that there is no adequate remedy at law for failure by it to comply with the DGCL for the purpose of obtaining the Phone Stockholder Approval and shall, subject to the provisions of this Section 4.2(b) hereof11.13 and that such failure would not be adequately compensable in damages, through its Board of Directors, recommend to its stockholders the approval of the issuance of the shares of Phone Common Stock and therefore agree that their agreements contained in the Merger and the Phone Charter Amendmentthis Section 11.13 may be specially enforced.

Additional Agreements. SECTION 5.1 Preparation of the Form S-4 and the Joint S-4, Proxy Statement; Stockholders' MeetingsStockholders Meeting. (a) As soon promptly as practicable following the date of this Agreement, Phone Newco and ▇▇▇▇▇▇▇▇.▇▇▇ Company shall prepare prepare, and Newco shall file with the SEC the Joint Proxy StatementSEC, and Phone shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Phone Newco and ▇▇▇▇▇▇▇▇.▇▇▇ Company shall use commercially all reasonable efforts to have the Form S-4 declared effective under the Securities Act Act, and for the Proxy Statement to be cleared under the Exchange Act, as promptly as practicable after such filing. Phone 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 commercially reasonable best efforts to cause the Joint Proxy Statement to be mailed to Phone's stockholders, and ▇▇▇▇▇▇▇▇.▇▇▇ will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholders, in each case holders of Company Common Stock as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Phone shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of shares of Phone Common Stock in the Merger and the conversion of ▇▇▇▇▇▇▇▇effective.▇▇▇ Options into options to acquire Phone Common Stock, and ▇▇▇▇▇▇▇▇.▇▇▇ shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ and the holders of ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and without providing ▇▇▇▇▇▇▇▇.▇▇▇ the opportunity to review and comment thereon. Phone will advise ▇▇▇▇▇▇▇▇.▇▇▇ promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Phone Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. (b) If at any time prior to the Effective Time there shall occur (i) any information relating event with respect to Phone or ▇▇▇▇▇▇▇▇.▇▇▇, Company or any of their respective affiliatesits Subsidiaries, officers or directors, should be discovered with respect to other information supplied by Phone or ▇▇▇▇▇▇▇▇.▇▇▇ which should be set forth Company for inclusion in an amendment or supplement to any of the Form S-4 or the Joint 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, so that any of such documents would not include any misstatement of in either case, which event is required to be described in an amendment of, or 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 misleadingsupplement to, the party which discovers Form S-4 or the Proxy Statement, such information event shall promptly notify the other parties hereto be so described, and an appropriate such amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent as required by law, disseminated to the stockholders of Phone and ▇▇▇▇▇▇▇▇.▇▇▇Company. (bc) Phone 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 after the Form S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold a meeting of its stockholders (the "Phone Stockholders' Meeting") Company Stockholders Meeting in accordance with the DGCL for the purpose of obtaining the Phone Company Stockholder Approval and shall, subject to Section 4.3, the provisions of Section 4.2(b) hereof, through its Board of Directors, Directors of Company shall recommend to its Company’s stockholders the approval and adoption of the issuance of the shares of Phone Common Stock in this Agreement, the Merger and the Phone Charter Amendmentother 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 the Agreement and the Merger and nothing contained herein shall be deemed to relieve Company of such obligation, provided, however, that if the Board of Directors of Company shall have effected a Change in Company Recommendation in accordance with this Agreement, then in submitting this Agreement to Company’s stockholders, the Board of Directors of Company may submit this Agreement to Company’s stockholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded or amended), in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s stockholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law. If required by applicable law or stock exchange requirements, or if Parent elects in its discretion to submit this Agreement to its stockholders or Newco stockholders for approval, Parent and/or Newco, as applicable, shall submit this Agreement to their respective shareholders for approval at a special meeting to be held as promptly as practicable following effectiveness of the Form S-4 and on the timing described in Section 5.1(e), and by approving execution of this Agreement the Board of Directors of Parent agrees that it shall, at the time any proxy statement soliciting approval of this Agreement and the transactions contemplated hereby is mailed to the stockholders of Parent, recommend that Parent’s stockholders vote for such approval, and it shall cause the Board of Directors of Newco to recommend that Newco’s stockholder vote for such approval; provided that Parent’s determination as to whether it shall submit this Agreement to its and/or Newco’s stockholders for approval shall be made prior to the initial filing of the Form S-4. (e) Company, Newco and Parent shall coordinate and cooperate with respect to the timing of their respective stockholders meeting, and shall use reasonable best efforts to hold each of such meetings within five business days of each other.

Additional Agreements. SECTION 5.1 Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders' Meetings. (a) As soon as practicable following . Pogo and Arch shall promptly prepare and file with the date of this Agreement, Phone SEC the Proxy Statement and ▇▇▇▇▇▇▇▇.▇▇▇ Pogo shall prepare and file with the SEC the Joint Proxy Statement, and Phone shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Phone Pogo and ▇▇▇▇▇▇▇▇.▇▇▇ Arch shall use commercially all reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Phone will Each of Arch and Pogo shall use commercially all reasonable efforts to cause the Joint Proxy Statement to be mailed to Phone's stockholders, and ▇▇▇▇▇▇▇▇.▇▇▇ will stockholders of Arch at the earliest practicable date. Pogo shall use commercially all reasonable efforts to cause the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Phone shall also take any action required to be taken under any applicable obtain all necessary state securities laws or "blue sky" permits, approvals and registrations in connection with the issuance of shares of Phone Pogo Common Stock in the Merger and upon the conversion exercise of ▇▇▇▇▇▇▇▇.▇▇▇ Arch Stock Options into options to acquire Phone Common Stock(as defined in Section 5.8), and ▇▇▇▇▇▇▇▇.▇▇▇ Arch shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ Arch and the holders of ▇▇▇▇▇▇▇▇.▇▇▇ Arch Common Stock and Convertible Preferred Stock as may be reasonably requested in connection with any obtaining such action. No filing ofpermits, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent approvals and without providing ▇▇▇▇▇▇▇▇.▇▇▇ the opportunity to review and comment thereon. Phone will advise ▇▇▇▇▇▇▇▇.▇▇▇ promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Phone Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional informationregistrations. If at any time prior to the Effective Time any information relating event with respect to Phone or ▇▇▇▇▇▇▇▇.▇▇▇, Arch or any of their respective affiliatesits Subsidiaries, officers or directorswith respect to other information supplied by Arch for inclusion in the Proxy Statement or the S-4, should shall occur which is required to be discovered by Phone or ▇▇▇▇▇▇▇▇.▇▇▇ which should be set forth described in an amendment of, or a supplement to any of to, the Form S-4 Proxy Statement or the Joint Proxy StatementS-4, such event shall be so that any of described, and 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 as required by law, disseminated to the stockholders of Phone Arch. The Proxy Statement and ▇▇▇▇▇▇▇▇.▇▇▇. (b) Phone shallthe S-4, insofar as promptly it relates to Arch or its Subsidiaries or other information supplied by Arch for inclusion therein, will comply 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 "Phone Stockholders' Meeting") to form in accordance all material respects with the DGCL for the purpose of obtaining the Phone Stockholder Approval and shall, subject to the provisions of Section 4.2(b) hereofthe Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time any event with respect to Pogo or any of its Subsidiaries, through its Board or with respect to other information supplied by Pogo or Sub for inclusion in the S-4, shall occur which is required to be described in an amendment of, or a supplement to, the S-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The S-4, insofar as it relates to Pogo, Sub or other Subsidiaries of DirectorsPogo or other information supplied by Pogo or Sub for inclusion therein, recommend will comply as to its stockholders form in all material respects with the approval provisions of the issuance of the shares of Phone Common Stock in the Merger Exchange Act and the Phone Charter Amendmentrules and regulations thereunder.

Additional Agreements. SECTION 5.1 6.01. Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders' ---------------------------------------------------- Shareholders Meetings; Adoption by Sole Shareholder. (a) As soon as practicable following the date of this AgreementThe Company, Phone Parent ---------------------------------------------------- and ▇▇▇▇▇▇▇▇.▇▇▇ Newco shall prepare and file with the SEC the Joint Proxy StatementStatement in preliminary form and Parent, the Company and Phone Newco 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 Phone the Company, Parent and ▇▇▇▇▇▇▇▇.▇▇▇ Newco shall use commercially its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Phone will Each of the Company, Parent and Newco shall use commercially its reasonable best efforts to cause the Joint Proxy Statement to be mailed to Phone's stockholders, and ▇▇▇▇▇▇▇▇.▇▇▇ will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholders, in each case its respective shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Phone Newco 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 shares of Phone Newco Common Stock in the Merger and under the conversion of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone Common StockCompany Stock Plans and the Parent Stock Plans, and ▇▇▇▇▇▇▇▇.▇▇▇ the Company and Parent shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ the Company or Parent, as applicable, and the holders of ▇▇▇▇▇▇▇▇.▇▇▇ the Company Common Stock or Parent Common Stock and rights to acquire Company Common Stock or Parent Common Stock pursuant to the Company Stock Plans or the Parent Stock Plans as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and without providing ▇▇▇▇▇▇▇▇.▇▇▇ the opportunity to review and comment thereon. Phone will advise ▇▇▇▇▇▇▇▇.▇▇▇ The parties shall notify each other 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 receipt of any stop order, comments from the suspension SEC or its staff and of the qualification of the Phone Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC or its staff for amendment of amendments or supplements to 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 Phone or ▇▇▇▇▇▇▇▇.▇▇▇, and shall supply each other with copies of all correspondence between such party or any of their respective affiliatesits Representatives, officers on the one hand, and the SEC or directorsits staff, should be discovered by Phone or ▇▇▇▇▇▇▇▇.▇▇▇ which should be set forth in an amendment or supplement on the other hand, with respect to any of the Proxy Statement, the Form S-4 or the Joint Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of Phone and ▇▇▇▇▇▇▇▇.▇▇▇Merger. (b) Phone If prior to the Merger Effective Time any event occurs with respect to the Company or any Company Subsidiary or any change occurs with respect to information supplied by or on behalf of the Company for inclusion in the Proxy Statement or the Form S-4 which, in each case, is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, the Company shall promptly notify Parent of such event, and the Company shall cooperate with Parent and Newco in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and Form S-4 and, as required by law, in disseminating the information contained in such amendment or supplement to the Company's shareholders and to Parent's shareholders. (c) If prior to the Merger Effective Time any event occurs with respect to Parent or any Parent Subsidiary or any change occurs with respect to information supplied by or on behalf of Parent for inclusion in the Proxy Statement or the Form S-4 which, in each case, is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Parent shall promptly notify the Company of such event, and Parent shall cooperate with Company in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, as required by law, in disseminating the information contained in such amendment or supplement to the Company's shareholders and to Parent's shareholders. (d) The Company shall, as soon as practicable following effectiveness of the Form S-4, duly call, give notice of, convene and hold a meeting of its shareholders (the "Company Shareholders Meeting") for the purpose of seeking the ---------------------------- Company Shareholder Approval. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Subject to Section 5.02(b), the Company shall, through its Board of Directors, recommend to its shareholders that they give the Company Shareholder Approval. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first two sentences of this Section 6.01(d) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Competing Transaction. (e) Parent shall, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders shareholders (the "Phone Stockholders' Parent Shareholders Meeting") in accordance with the DGCL for the purpose of obtaining seeking the Phone Stockholder Approval and shall, subject --------------------------- Parent Shareholder Approval. The Parent shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the provisions of Parent's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Subject to Section 4.2(b) hereof5.03(b), Parent shall, through its Board of Directors, recommend to its stockholders shareholders that they give the approval Parent Shareholder Approval. Without limiting the generality of the issuance foregoing, Parent agrees that its obligations pursuant to the first two sentences of this Section 6.01(e) shall not be affected by the shares commencement, public proposal, public disclosure or communication to Parent of Phone Common Stock any Parent Competing Transaction. (f) The Company shall use its reasonable best efforts to cause to be delivered to Parent a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 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 Merger Form S-4. (g) Parent shall use its reasonable best efforts to cause to be delivered to the Company a letter of PricewaterhouseCoopers LLP, Parent's independent public accountants, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to the Phone Charter AmendmentCompany, in form and substance reasonably satisfactory to the Company and customary in scope and substance for letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (h) Parent, as sole shareholder of Newco, shall adopt this Agreement.

Additional Agreements. SECTION 5.1 Preparation (a) During the Pre-Closing Period, subject to applicable Legal Requirements and only to the extent the integrity of any clinical trial is not compromised in any respect (as determined by the Company after consultation with outside legal counsel), the Company shall (i) provide Parent with advance notice, if practicable, of any meetings or scheduled videoconferences or calls, in each case, that are substantive or reasonably likely to be substantive, that an Acquired Company has with the FDA or EMA or any advisory committee thereof and permit a reasonable number of Representatives of Parent (not to exceed two) to attend any such meeting, videoconference or call, (ii) promptly notify Parent of any substantive notice or other substantive communication to an Acquired Company from the FDA or EMA or any advisory committee thereof with respect to any product or product candidate of the Form S-4 Company and (iii) promptly furnish Parent with all substantive correspondence, filings and written communications to be sent or received by an Acquired Company and their respective Representatives to or from, as the case may be, the FDA, EMA, any advisory committee thereof or its staff. Subject to applicable Legal Requirements and only to the extent reasonably practicable and the Joint Proxy Statement; Stockholders' Meetingsintegrity of any clinical trial is not compromised in any respect (as determined by the Company after consultation with outside legal counsel), prior to attending any such meeting, videoconference or call, or responding to or making any such communication with respect to any of the foregoing, the Company shall, and shall, as necessary, instruct its Representatives to, consult with Parent and consider in good faith the views and comments of Parent in connection with, and reasonably in advance of, any such meeting, videoconference, call, response or communication. Notwithstanding the foregoing, the Company’s obligations set forth in this clause (a) shall only apply to the extent that the Company receives reasonable notice of such meeting, videoconference, call, communication or correspondence. (ab) As soon as practicable following Without limitation or contravention of the date provisions of Section 6.2 (but subject to Section 6.2(e)), and subject to the terms and conditions of this Agreement, Phone Parent and ▇▇▇▇▇▇▇▇.▇▇▇ shall prepare and file with the SEC the Joint Proxy Statement, and Phone shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Phone and ▇▇▇▇▇▇▇▇.▇▇▇ Company shall use commercially reasonable efforts to have take, or cause to be taken, all actions necessary to consummate the Form S-4 declared Offer and the Merger and make effective under the Securities Act as promptly as practicable after other Transactions. Without limiting the generality of the foregoing, subject to the terms and conditions of this Agreement, each Party shall (i) make all filings (if any) and give all notices (if any) required to be made and given by such filing. Phone will Party in connection with the Offer and the Merger and the other Transactions pursuant to any applicable Legal Requirements set forth on Schedule 6.7, (ii) use commercially reasonable efforts to cause the Joint Proxy Statement obtain each Consent (if any) required to be mailed obtained pursuant to Phone's stockholders, any applicable Legal Requirement or Material Contract set forth on Schedule 6.7 by such Party in connection with the Transactions and ▇▇▇▇▇▇▇▇.▇▇▇ will (iii) use commercially reasonable efforts to cause lift any restraint, injunction or other legal bar to the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Phone shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of shares of Phone Common Stock in Offer or the Merger brought by any third Person against such Party. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and the conversion of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone Common Stock, and ▇▇▇▇▇▇▇▇.▇▇▇ shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ and the holders of ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock as may be reasonably requested in connection with any each such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and without providing ▇▇▇▇▇▇▇▇.▇▇▇ the opportunity to review and comment thereon. Phone will advise ▇▇▇▇▇▇▇▇.▇▇▇ promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Phone Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request Consent obtained by the SEC for amendment of Company during 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 Phone or ▇▇▇▇▇▇▇▇Pre-Closing Period.▇▇▇, or any of their respective affiliates, officers or directors, should be discovered by Phone or ▇▇▇▇▇▇▇▇.▇▇▇ which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of Phone and ▇▇▇▇▇▇▇▇.▇▇▇. (b) Phone 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 "Phone Stockholders' Meeting") in accordance with the DGCL for the purpose of obtaining the Phone Stockholder Approval and shall, subject to the provisions of Section 4.2(b) hereof, through its Board of Directors, recommend to its stockholders the approval of the issuance of the shares of Phone Common Stock in the Merger and the Phone Charter Amendment.

Additional Agreements. SECTION 5.1 Preparation of the Form S-4 and the S-4, Joint Proxy Statement; Stockholders' Stockholders Meetings. (a) As soon promptly as practicable following the date of this Agreement, Phone and ▇▇▇▇▇▇▇▇.▇▇▇ Parent shall prepare and file with the SEC (and the Joint Proxy Statement, Company shall cooperate and Phone shall prepare and file with participate in the SEC preparation of) the Form S-4, in which the Joint Proxy Statement will shall be included as a prospectusprospectus and in which a resale prospectus (the "Resale Prospectus") shall be included for the purpose of permitting the Parent Common Stock issued to those affiliates of the Company identified in Section 5.10 of the Company Disclosure Schedule to be resold by such affiliates as provided in the last sentence of this Section 5.1(a). Each of Phone Parent and ▇▇▇▇▇▇▇▇.▇▇▇ the Company shall use commercially their reasonable best efforts to have the Form S-4 and the Resale Prospectus declared effective under the Securities Act and the Joint Proxy Statement "cleared" by the SEC's staff for mailing in connection with the Company Stockholder Meeting and the Parent Stockholder Meeting as promptly as practicable after such filing. Phone will use commercially reasonable efforts to 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 Phone's their respective stockholders, and ▇▇▇▇▇▇▇▇.▇▇▇ will . Parent shall use commercially its reasonable best efforts to cause maintain the Resale Prospectus in effect for purposes of the Securities Act until the earlier of (i) such time as those affiliates identified on Schedule 5.10 have resold their Parent Common Stock covered by such Resale Prospectus or (ii) 365 days after the effective date of the Resale Prospectus. (b) If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company or any of its subsidiaries, or with respect to other information supplied by Company for inclusion in the Form S-4 or the Joint Proxy Statement or (ii) any event with respect to be mailed Parent, or with respect to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholders, information supplied by Parent for inclusion in each case as promptly as practicable after the Form S-4 or the Joint Proxy Statement, in either case, which event is declared effective under the Securities Act. Phone shall also take any action required to be taken under any applicable state securities laws described in connection with the issuance of shares of Phone Common Stock in the Merger and the conversion of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone Common Stock, and ▇▇▇▇▇▇▇▇.▇▇▇ shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ and the holders of ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock as may be reasonably requested in connection with any such action. No filing an amendment of, or amendment or a supplement to, the Form S-4 or the Joint Proxy Statement will Statement, such event promptly shall be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent so described, and without providing ▇▇▇▇▇▇▇▇.▇▇▇ the opportunity to review and comment thereon. Phone will advise ▇▇▇▇▇▇▇▇.▇▇▇ promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Phone Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to Phone or ▇▇▇▇▇▇▇▇.▇▇▇, or any of their respective affiliates, officers or directors, should be discovered by Phone or ▇▇▇▇▇▇▇▇.▇▇▇ which should be set forth in an such 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 as required by law, disseminated to the stockholders of Phone Company and ▇▇▇▇▇▇▇▇.▇▇▇Parent. (bc) Phone Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information, and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the 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 promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold a meeting of its stockholders (the "Phone Stockholders' Meeting") Company Stockholders Meeting in accordance with the DGCL DGCL, its certificate of incorporation and by-laws, as applicable, for the purpose of obtaining the Phone 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, subject to as promptly as practicable after the provisions 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 Section 4.2(b) hereofincorporation and by-laws, through its as applicable, for the purpose of obtaining the Parent Stockholder Approval, and the Board of Directors, Directors of Parent shall recommend to its stockholders the approval of shareholders that they affirmatively vote to approve the issuance of the shares of Phone Parent Common Stock in pursuant to the Merger and the Phone Charter Amendmenttransactions contemplated by this Agreement.

Additional Agreements. SECTION 5.1 6.01. Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders' Stockholders Meetings. (a) As soon as practicable following the date of this Agreement, Phone the Company and ▇▇▇▇▇▇▇▇.▇▇▇ Parent shall prepare and file with the SEC the Joint Proxy Statement, Statement in preliminary form and Phone Parent shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus, and each of the Company and Parent shall use best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Each of Phone the Company and ▇▇▇▇▇▇▇▇.▇▇▇ Parent shall use commercially reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Phone will The Company shall use commercially reasonable best efforts to cause the Joint Proxy Statement to be mailed to Phonethe Company's stockholdersshareholders, and ▇▇▇▇▇▇▇▇.▇▇▇ will Parent shall use commercially reasonable best efforts to cause the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇Parent's stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Phone Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable state securities laws in connection with the issuance of shares of Phone Parent Common Stock in connection with the Merger and under the conversion of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone Common Stock, Company Stock Plans and ▇▇▇▇▇▇▇▇.▇▇▇ the Company shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ the Company and the holders of ▇▇▇▇▇▇▇▇.▇▇▇ the Company Common Stock and rights to acquire Company Common Stock pursuant to the Company Stock Plans as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and without providing ▇▇▇▇▇▇▇▇.▇▇▇ the opportunity to review and comment thereon. Phone will advise ▇▇▇▇▇▇▇▇.▇▇▇ The parties shall notify each other 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 receipt of any stop order, comments from the suspension SEC or its staff and of the qualification of the Phone Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC or its staff for amendment of amendments or supplements to the Joint Proxy Statement or the Form S-4 or comments thereon for additional information and responses thereto shall supply each other with copies of all correspondence between such party or requests by any of its representatives, on the one hand, and the SEC for additional informationor its staff, on the other hand, with respect to the Proxy Statement, the Form S-4 or the Merger. If at any time prior to receipt of the Effective Time Company Shareholder Approval or the Parent Stockholder Approval, there shall occur any information relating to Phone or ▇▇▇▇▇▇▇▇.▇▇▇, or any of their respective affiliates, officers or directors, should be discovered by Phone or ▇▇▇▇▇▇▇▇.▇▇▇ which event 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 Company and Parent shall promptly notify the other parties hereto prepare and mail to their respective stockholders such 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 Phone and ▇▇▇▇▇▇▇▇.▇▇▇supplement. (b) Phone The Company shall, as promptly soon as practicable after following the Form S-4 is declared effective under the Securities Actdate of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the "Company Shareholders Meeting") for the purpose of seeking the Company Shareholder Approval. The Company shall, through the Company Board, recommend to its shareholders that they give the Company Shareholder Approval. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 6.01(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. (c) Parent shall, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the "Phone Stockholders' Parent Stockholders Meeting") in accordance with the DGCL for the purpose of obtaining seeking the Phone Parent Stockholder Approval and Approval. Parent shall, subject to through the provisions of Section 4.2(b) hereof, through its Board of DirectorsParent Board, recommend to its stockholders that they give the approval Parent Stockholder Approval. Without limiting the generality of the issuance foregoing, Parent agrees that its obligations pursuant to the first sentence of this Section 6.01 (c) shall not be affected by the shares commencement, public proposal, public disclosure or communication to Parent of Phone Common Stock any Parent Takeover Proposal. (d) The Company shall use its best efforts to cause to be delivered to Parent a letter of Deloitte & Touche LLP ("D&T"), 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 Merger Form S-4. (e) Parent shall use its best efforts to cause to be delivered to the Company a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP ("AA"), Parent's independent public accountants, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to the Phone Charter AmendmentCompany, in form and substance reasonably satisfactory to the Company and customary in scope and substance for letters delivered by independent public accountants in connection with registration statements similar to the Form S-4.

Additional Agreements. SECTION 5.1 Section 5.01 Preparation of the Form S-4 and the Joint Company Proxy Statement; Company Stockholders' MeetingsMeeting. (a) As soon as practicable following the date of this Agreement, Phone Parent and ▇▇▇▇▇▇▇▇.▇▇▇ the Company shall jointly prepare and file with the SEC a document or documents that will constitute the Joint Company Proxy Statement, Statement and Phone shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Phone Parent and ▇▇▇▇▇▇▇▇.▇▇▇ the Company shall use commercially all reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, including, in the case of the Company, providing all information with respect to the Company to be included in the Form S-4. Phone The Company will use commercially all reasonable efforts to cause the Joint Form S-4 and Company Proxy Statement to be mailed to PhoneCompany's stockholders, and ▇▇▇▇▇▇▇▇.▇▇▇ the Company and Parent will use commercially all reasonable efforts to cause the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholdersobtain Company Stockholder Approval and Parent Stockholder Approval, respectively, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Phone 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 shares of Phone Parent Common Stock in the Merger and the conversion of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone Common Stock, and ▇▇▇▇▇▇▇▇.▇▇▇ Company shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ the Company and the holders of ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock capital stock of the Company as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to, the Form S-4 or the Joint Company Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and either Parent or the Company, without providing ▇▇▇▇▇▇▇▇.▇▇▇ the other a reasonable opportunity to review and comment thereon. Phone 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 Phone Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or . Each of Parent and the Company shall promptly inform the other of any request by the SEC for amendment of the Joint Proxy Statement amendments or supplements to the Form S-4 or the Company Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationinformation and will, as promptly as practicable, provide to the Company or Parent, as the case may be, copies of all correspondence and filings with the SEC with respect to the Form S-4 or the Company Proxy Statement, as applicable. If at any time prior to the Effective Time any information relating to Phone Parent or ▇▇▇▇▇▇▇▇.▇▇▇the Company, or any of their respective affiliatesAffiliates, officers or directors, should be discovered by Phone Parent or ▇▇▇▇▇▇▇▇.▇▇▇ the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Company Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of Phone the Company. No amendment or supplement to the information supplied by the Company for inclusion in the Form S-4 shall be made without the approval of the Company, which approval shall not be unreasonably withheld or delayed. For purposes of Sections 5.01, 3.01(d) and ▇▇▇▇▇▇▇▇.▇▇▇3.02(f), information concerning or related to the Company, its Subsidiaries or their respective Affiliates will be deemed to have been provided by the Company and information concerning or related to Parent, its Subsidiaries or their respective Affiliates will be deemed to have been provided by Parent. (b) Phone The Company shall, as promptly soon as practicable after following the Form S-4 is declared effective under date of this Agreement, establish a record date (which shall be as soon as practicable following the Securities Actdate of this Agreement) for, duly call, give notice of, convene and hold a meeting of its stockholders (the "Phone Stockholders' Meeting") in accordance with the DGCL Company Stockholder Meeting for the purpose of obtaining the Phone Company Stockholder Approval and shall, subject to the provisions of Section 4.2(b) hereof, through its Board of Directors, recommend to its stockholders the approval and adoption of the issuance of the shares of Phone Common Stock in this Agreement, the Merger and the Phone Charter Amendmentother transactions contemplated hereby. Without limiting the generality of the foregoing but subject to its rights to terminate this Agreement pursuant to Sections 4.02(b) and 7.01, the Company agrees that its obligations pursuant to the first sentence of this Section 5.01(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Takeover Proposal. (c) Parent shall, as soon as practicable following the date of this Agreement, take all action necessary in accordance with the DGCL and its Certificate of Incorporation and Bylaws and take all other action necessary to obtain any necessary Parent Stockholder Approval and shall, through its Board of Directors, recommend to its stockholders the approval and adoption of this Agreement and the transactions contemplated hereby. Without limiting the generality of the foregoing but subject to its rights to terminate this Agreement pursuant to Section 7.01, Parent agrees that its obligations pursuant to the first sentence of this Section 5.01(c) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Takeover Proposal. Section 5.02 Letters of the Company's Accountants. If requested, the Company shall use reasonable efforts to cause to be delivered to Parent two letters from the Company's independent accountants, one dated a date within two Business Days before the date on which the Form S-4 shall become effective and one dated a date within two Business Days before the Closing Date, each addressed to Parent, in form and substance reasonably satisfactory to Parent and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4.

Additional Agreements. SECTION 5.1 5.01. Preparation of the Form S-4 F-4 and the Joint Proxy Statement; Company Stockholders' MeetingsMeeting. (a) As soon as practicable following the date of this Agreement, Phone the Company and ▇▇▇▇▇▇▇▇.▇▇▇ Parent shall prepare and the Company shall file with the SEC the Joint Proxy Statement, Statement and Phone Parent shall prepare and file with the SEC the Form S-4F-4, in which the Joint Proxy Statement will shall be included as a prospectus. Each of Phone the Company and ▇▇▇▇▇▇▇▇.▇▇▇ Parent shall use its commercially reasonable efforts to have the Form S-4 F-4 declared effective under the Securities Act as promptly as practicable after such filing. Phone will The Company shall use its commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to Phonethe Company's stockholders, and ▇▇▇▇▇▇▇▇.▇▇▇ will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholders, in each case stockholders as promptly as practicable after the Form S-4 F-4 is declared effective under the Securities Act. Phone 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 Phone Common Stock Parent ADSs in the Merger Merger, and the conversion of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone Common Stock, and ▇▇▇▇▇▇▇▇.▇▇▇ 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, or correspondence to the SEC or its staff with respect to, the Form S-4 or the Joint Proxy Statement will F-4 shall be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent Parent, and no filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to, the Proxy Statement shall be made by the Company, in each case without providing ▇▇▇▇▇▇▇▇.▇▇▇ the other party the opportunity to review and comment thereon. Phone will advise ▇▇▇▇▇▇▇▇.▇▇▇ promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Phone Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to Phone the Company or ▇▇▇▇▇▇▇▇.▇▇▇Parent, or any of their respective affiliatesAffiliates, officers directors or directorsofficers, should be discovered by Phone the Company or ▇▇▇▇▇▇▇▇.▇▇▇ Parent which should be set forth in an amendment or supplement to any of either the Form S-4 F-4 or the Joint Proxy Statement, so that (i) the Form F-4 would not include any misstatement of such documents a material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) the Proxy Statement 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, as applicable, 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 Phone the Company. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and ▇▇▇▇▇▇▇▇.▇▇▇of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form F-4 or for additional information and shall supply each other with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC or its staff on the other hand, with respect to the Proxy Statement, the Form F-4 or the Merger. (b) Phone The Company (i) shall, as promptly soon as practicable after following the Form S-4 is declared effective under date of this Agreement, establish a record date (which shall be as soon as practicable following the Securities Actdate of this Agreement) for, duly call, give notice of, convene and hold a meeting of its stockholders (the "Phone Company Stockholders' Meeting") in accordance with the DGCL solely for the purpose of obtaining the Phone Company Stockholder Approval and (ii) except as expressly permitted pursuant to Section 4.02(b), shall, subject to the provisions of Section 4.2(b) hereof, through its Board of Directors, recommend to its stockholders stock holders the approval and adoption of the issuance of the shares of Phone Common Stock in this Agreement, the Merger and the Phone Charter Amendmentother transactions contemplated by this Agreement and use commercially reasonable efforts to solicit the Company Stockholder Approval. The Company agrees that its obligations pursuant to this Section 5.01(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company or any other person of any Takeover Proposal.

Additional Agreements. SECTION 5.1 Preparation of the Form S-4 and the Joint Proxy StatementSHAREHOLDER APPROVAL; Stockholders' MeetingsPREPARATION OF PROXY STATEMENT. (a) As soon as practicable following On or prior to February 7, 2000, the date Parent shall duly call, give notice of, convene and hold a meeting of holders of the Parent Common Stock (the "Shareholders Meeting") for the purpose of obtaining the Company Stockholder Approval. Without limiting the generality of the foregoing but subject to Section 5.3(b), the Parent agrees that its obligations pursuant to the first sentence of this AgreementSection 5.1(a) shall not be affected by (i) the commencement, Phone public proposal, public disclosure or communication to the Parent of any Transaction Proposal or (ii) the withdrawal or modification by the Board of Directors of the Parent of its approval or recommendation of this Agreement or the Merger. The Parent shall, through its Board of Directors (but subject to the right of the Board of Directors to withdraw or modify its approval or recommendation of the Merger and ▇▇▇▇▇▇▇▇this Agreement as set forth in Section 5.3(b)), recommend to its shareholders that the Company Stockholder Approval be given.▇▇▇ (b) The Parent shall prepare and file a preliminary Proxy Statement with the SEC the Joint Proxy Statement, and Phone shall prepare and file with use its reasonable best efforts to respond to any comments of the SEC or its staff, and, to the Form S-4extent permitted by law, in which the Joint Proxy Statement will be included as a prospectus. Each of Phone and ▇▇▇▇▇▇▇▇.▇▇▇ shall use commercially reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Phone will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to Phonethe Parent's stockholders, and ▇▇▇▇▇▇▇▇.▇▇▇ will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholders, in each case shareholders as promptly as practicable after responding to all such comments to the Form S-4 is declared effective under the Securities Act. Phone shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of shares of Phone Common Stock in the Merger and the conversion of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone Common Stock, and ▇▇▇▇▇▇▇▇.▇▇▇ shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ and the holders of ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and without providing ▇▇▇▇▇▇▇▇.▇▇▇ the opportunity to review and comment thereon. Phone will advise ▇▇▇▇▇▇▇▇.▇▇▇ promptly after it receives notice thereof, satisfaction of the time when staff and in any event at least ten (10) days prior to the Form S-4 has become effective or any supplement or amendment has been filed, Shareholders Meeting. The Parent shall notify the issuance Company promptly of the receipt of any stop order, comments from the suspension SEC or its staff and of the qualification of the Phone Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC or its staff for amendment amendments or supplements to the Proxy Statement or for additional information and will supply the Company with copies of all correspondence between the Joint Parent 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 Form S-4 or comments thereon and responses thereto or requests by the SEC for additional informationMerger. If at any time prior to the Effective Time Shareholders Meeting there shall occur any information relating to Phone or ▇▇▇▇▇▇▇▇.▇▇▇, or any of their respective affiliates, officers or directors, should be discovered by Phone or ▇▇▇▇▇▇▇▇.▇▇▇ which event 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 Parent shall promptly notify the other parties hereto prepare and mail to its shareholders such an appropriate amendment or supplement. The Parent shall not mail any Proxy Statement, or any amendment or supplement describing thereto, to which the Company reasonably objects. The Company shall cooperate with and provide such information shall be promptly filed with as is reasonably requested by the SEC and, to Parent in the extent required by law, disseminated to preparation of the stockholders of Phone and ▇▇▇▇▇▇▇▇.▇▇▇Proxy Statement or any amendment or supplement thereto. (bc) Phone shallParent, in its capacity as promptly as practicable after the Form S-4 is declared effective under the Securities Actsole shareholder of Sub, duly give notice of, convene and hold a meeting of by its stockholders (the "Phone Stockholders' Meeting") in accordance with the DGCL for the purpose of obtaining the Phone Stockholder Approval and shall, subject to the provisions of Section 4.2(b) execution hereof, through its Board of Directors, recommend to its stockholders the approval of the issuance of the shares of Phone Common Stock in the Merger approves and adopts this Agreement and the Phone Charter Amendmenttransactions contemplated hereby.

Additional Agreements. SECTION Section 5.1 Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders' Shareholders Meetings. (a) Form S-4; Proxy Statement. As soon as practicable following the date of this Agreement, Phone the Company and ▇▇▇▇▇▇▇▇.▇▇▇ Parent shall prepare and file with the SEC the Joint Proxy Statement, Statement and Phone 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 Phone the Company and ▇▇▇▇▇▇▇▇.▇▇▇ Parent shall use commercially reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Phone will The Company shall use commercially all reasonable best efforts to cause the Joint Proxy Statement to be mailed to Phonethe Company's stockholders, shareholders and ▇▇▇▇▇▇▇▇.▇▇▇ will Parent shall use commercially all reasonable best efforts to cause the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇Parent's stockholdersshareholders, in each case case, as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Phone Parent shall also take any action required to be taken under any applicable foreign and state securities laws in connection with the issuance of shares of Phone Parent Common Stock in the Merger and the conversion of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone Common Stock, and ▇▇▇▇▇▇▇▇.▇▇▇ Company shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ the Company and the holders of ▇▇▇▇▇▇▇▇.▇▇▇ the Company Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 will be made by Parent, and no filing of, or amendment or supplement to, the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and the Company or Parent, in each case, without providing ▇▇▇▇▇▇▇▇.▇▇▇ the other party and its respective counsel the reasonable opportunity to review and comment thereon. Phone 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 Phone Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement 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 Phone the Company or ▇▇▇▇▇▇▇▇.▇▇▇Parent, or any of their respective affiliates, officers or directors, should be discovered by Phone 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 that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall must be promptly filed with the SEC and, to the extent required by lawLaw, disseminated to the stockholders of Phone and ▇▇▇▇▇▇▇▇.▇▇▇. (b) Phone 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 "Phone Stockholders' Meeting") in accordance with the DGCL for the purpose of obtaining the Phone Stockholder Approval and shall, subject to the provisions of Section 4.2(b) hereof, through its Board of Directors, recommend to its stockholders the approval shareholders of the issuance of the shares of Phone Common Stock in the Merger and the Phone Charter AmendmentCompany.

Additional Agreements. SECTION Section 5.1 Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders' MeetingsStockholders Meeting. (a) Form S-4 Proxy Statement. As soon as practicable following the date of this Agreement, Phone the Company and ▇▇▇▇▇▇▇▇.▇▇▇ Parent shall prepare and file with the SEC the Joint Proxy Statement, Statement and Phone 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 Phone the Company and ▇▇▇▇▇▇▇▇.▇▇▇ Parent shall use commercially reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Phone will The Company shall use commercially all reasonable best efforts to cause the Joint Proxy Statement to be mailed to Phonethe Company's stockholders, and ▇▇▇▇▇▇▇▇.▇▇▇ will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholders, in each case stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Phone 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 shares of Phone Parent Common Stock in the -34- Merger and the conversion of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone Common Stock, and ▇▇▇▇▇▇▇▇.▇▇▇ Company shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ the Company and the holders of ▇▇▇▇▇▇▇▇.▇▇▇ the Company Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 will be made by Parent, and no filing of, or amendment or supplement to the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and the Company, in each case, without providing ▇▇▇▇▇▇▇▇.▇▇▇ the other party and its respective counsel the reasonable opportunity to review and comment thereon. Phone 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 Phone Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement 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 Phone the Company or ▇▇▇▇▇▇▇▇.▇▇▇Parent, or any of their respective affiliates, officers or directors, should be discovered by Phone 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 must be promptly filed with the SEC and, to the extent required by lawLaw, disseminated to the stockholders of Phone and ▇▇▇▇▇▇▇▇the Company.▇▇▇. (b) Phone 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 "Phone Stockholders' Meeting") in accordance with the DGCL for the purpose of obtaining the Phone Stockholder Approval and shall, subject to the provisions of Section 4.2(b) hereof, through its Board of Directors, recommend to its stockholders the approval of the issuance of the shares of Phone Common Stock in the Merger and the Phone Charter Amendment.

Additional Agreements. SECTION 5.1 Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders' Meetings. . Parent and the Company will, as promptly as practicable, (ai) As soon as practicable following the date of this Agreement, Phone and ▇▇▇▇▇▇▇▇.▇▇▇ shall 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 Phone shall prepare and (ii) Parent will file with the SEC the Form S-4S-4 in connection with the registration under the Securities Act of the shares of Parent Common Stock issuable upon conversion of the Shares and the other transactions contemplated hereby, in which the Joint Proxy Statement will be included as a prospectus. Each of Phone Parent and ▇▇▇▇▇▇▇▇.▇▇▇ shall the Company will, and will cause their accountants and lawyers to, use commercially their reasonable best efforts to have or cause the Form S-4 to be declared effective under the Securities Act as promptly as practicable after filing with the SEC, including causing their accountants to deliver necessary or required instruments such filing. Phone as opinions, consents and certificates, and will use commercially reasonable efforts to cause the Joint Proxy Statement take any other action required or necessary to be mailed taken under federal or state securities Laws or otherwise in connection with the registration process (other than qualifying to Phone's stockholdersdo 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 and Parent shall, and ▇▇▇▇▇▇▇▇.▇▇▇ will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under receipt thereof, provide to the Securities Act. Phone shall also take other party copies of any action required to be taken under written comments and advise the other party of any applicable state securities laws oral comments in connection with the issuance respect of shares of Phone Common Stock in the Merger and the conversion of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone Common Stock, and ▇▇▇▇▇▇▇▇.▇▇▇ shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ and the holders of ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement or the S-4 received from the staff of the SEC. Each of the Company and Parent will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and without providing ▇▇▇▇▇▇▇▇.▇▇▇ provide the other with a reasonable opportunity to review and comment thereonon 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. Phone 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 Phone Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement 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 Phone or ▇▇▇▇▇▇▇▇.▇▇▇, or any of their respective affiliates, officers or directors, should be discovered by Phone or ▇▇▇▇▇▇▇▇.▇▇▇ which should be set forth in an amendment or supplement to any Each of the Form S-4 or Company and Parent will use its reasonable best efforts to cause the Joint Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit Statement 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 Phone and ▇▇▇▇▇▇▇▇.▇▇▇. (b) Phone 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 "Phone Stockholders' Meeting") in accordance with the DGCL for the purpose of obtaining the Phone Stockholder Approval and shall, subject to the provisions of Section 4.2(b) hereof, through its Board of Directors, recommend mailed to its stockholders at the approval of the issuance of the shares of Phone Common Stock in the Merger and the Phone Charter Amendmentearliest practicable date.

Additional Agreements. SECTION 5.1 6.1. Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders' Stockholders Meetings. (a) As soon as practicable following the date of this Agreement, Phone Parent and ▇▇▇▇▇▇▇▇.▇▇▇ the Company shall prepare and file with the SEC the Joint Proxy Statement, Statement and Phone 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 Phone the Company and ▇▇▇▇▇▇▇▇.▇▇▇ Parent shall use commercially their reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Phone 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 any comments made by the SEC with respect to the Joint Proxy Statement and the Form S-4. The Company and Parent will use commercially their reasonable best efforts to cause the Joint Proxy Statement to be mailed to Phone's stockholders, and ▇▇▇▇▇▇▇▇.▇▇▇ will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholders, in each case their stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Phone shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of shares of Phone Common Stock in the Merger and the conversion of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone Common Stock, and ▇▇▇▇▇▇▇▇.▇▇▇ shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ and the holders of ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement (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 Phone Parent or the Company, without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and without providing ▇▇▇▇▇▇▇▇.▇▇▇ the opportunity approval of both parties, which approval shall not be unreasonably withheld or delayed; provided that with respect to review and comment thereondocuments 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. Phone Each party will advise ▇▇▇▇▇▇▇▇.▇▇▇ the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Phone 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, 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 Phone the Company or ▇▇▇▇▇▇▇▇.▇▇▇Parent, or any of their respective affiliates, officers or directors, should be discovered by Phone 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 the extent required by law, disseminated to the stockholders of Phone the Company and ▇▇▇▇▇▇▇▇.▇▇▇Parent. (b) Phone The Company shall, as promptly soon as practicable after the Form S-4 is declared effective under date hereof, and in accordance with the Securities ActCompany'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 "Phone Stockholders' 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 absence of 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 Company's stockholders prior to the Company Stockholders Meeting, or (iii) in the event the Board of Directors of the Company withdraws, modifies or changes in accordance with the DGCL 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 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 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 the stockholders of the Company and include in the Form S-4 and the Joint Proxy Statement a copy of such recommendations; provided that the Board of Directors of the Company may withdraw, modify or 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 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) Parent shall, as soon as practicable after the 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 date hereof) for, duly call, give notice of, convene and hold a meeting of its stockholders (the "Parent Stockholders Meeting") for the purpose of obtaining considering and taking action upon the Phone Stockholder Approval Share Issuance. Once the Parent Stockholders Meeting has been called and shallnoticed, subject 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 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 provisions of 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 4.2(b) hereof8.1(b)), then the Termination Date shall be extended to the fifth business day after such date). Parent shall, through its Board of Directors, recommend to its such approval by the stockholders the approval of the issuance of the shares of Phone Common Stock Parent and include in the Merger Form S-4 and the Phone Charter AmendmentJoint Proxy Statement a copy of such recommendation. (d) The Company shall use all reasonable efforts to cause to be 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 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 letters delivered by independent public accountants in connection with registration statements similar to the Form S-4.

Additional Agreements. SECTION 5.1 Preparation of the Form S-4 and the Joint Proxy Statement/Prospectus; Stockholders' Meetings.Registration Statement. -------------------------------------------------- (a) As soon promptly as practicable following after the date execution of this Agreement, Phone Parent and ▇▇▇▇▇▇▇▇.▇▇▇ the Company shall prepare and file with the SEC the Joint Proxy Statement, Statement and Phone shall prepare and file with the SEC the Form S-4, Registration Statement in which the Joint Proxy Statement will be included as a prospectus. Each of Phone Parent and Company shall use its reasonable best efforts to (i) cause the Registration Statement and the Proxy Statement to comply as to form in all material respects with the Securities Act, the Exchange Act, and the rules and regulations thereunder, (ii) respond promptly to any comments of the SEC or its staff with respect to the Registration Statement, the Proxy Statement, or any other report, statement, or other document it may have filed with the SEC, (iii) cause the Registration Statement to be declared effective under the Securities Act as soon thereafter as practicable, (iv) as soon as practicable after the Registration Statement shall have been declared effective, cause the Proxy Statement and forms of proxy to be mailed to the Company's stockholders, and (v) notify the other party promptly of any stop order or threatened stop order of which it becomes aware with respect to the Registration Statement or similar proceeding with respect to the Proxy Statement. Each of Parent and the Company shall afford the other party a reasonable opportunity to review and comment upon the Registration Statement, the Proxy Statement, any amendment or supplement to either document, or any other document filed with the SEC prior to its filing. The Proxy Statement shall include the fairness opinion of George Witte, Business ▇▇▇▇▇▇▇▇.▇ ▇▇▇ shall use commercially reasonable efforts ferred to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filingin Section 2.21. Phone will use commercially reasonable efforts to cause the Joint The Proxy Statement to be mailed to Phone's stockholders, and ▇▇▇▇▇▇▇▇.▇▇▇ will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Phone shall also take any action required to be taken under any applicable state securities laws include the recommendation of the Board of Directors of the Company in connection with the issuance favor of shares of Phone Common Stock in the Merger which shall not be withdrawn, modified, or withheld except in compliance with Section 5.4(a). (b) Each of Parent and the conversion Company shall notify the other party promptly upon the receipt of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone Common Stock, and ▇▇▇▇▇▇▇▇.▇▇▇ shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ and any comments from the holders of ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock as may be reasonably requested SEC or its staff or any other government official in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent pursuant hereto and without providing ▇▇▇▇▇▇▇▇.▇▇▇ the opportunity to review and comment thereon. Phone will advise ▇▇▇▇▇▇▇▇.▇▇▇ promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Phone Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to Phone or ▇▇▇▇▇▇▇▇.▇▇▇, its staff or any of their respective affiliates, officers or directors, should be discovered by Phone or ▇▇▇▇▇▇▇▇.▇▇▇ which should be set forth in an other government official for any amendment or supplement to any of the Form S-4 or Registration Statement, the Joint Proxy Statement, so that or any other filing with the SEC or for additional information and shall provide to the other party copies of all correspondence between such party or any of such documents would not include its representatives, on the one hand, and the SEC or its staff or any misstatement of a material fact or omit other government official, on the other hand, with respect to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingRegistration Statement, the party which discovers Proxy Statement, or any other such information filing. (c) Promptly after Parent or the Company shall promptly notify the other party of the discovery of information required to be disclosed to the other party pursuant to Section 2.19 or Section 3.19, as the case may be, the parties hereto shall prepare and an file appropriate amendment amendments or supplement describing such information shall be promptly filed with supplements to the SEC Registration Statement and the Proxy Statement, as the case may be, and, to the extent required by law, disseminated disseminate such amendment or supplement to the stockholders of Phone and ▇▇▇▇▇▇▇▇the Company.▇▇▇. (b) Phone 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 "Phone Stockholders' Meeting") in accordance with the DGCL for the purpose of obtaining the Phone Stockholder Approval and shall, subject to the provisions of Section 4.2(b) hereof, through its Board of Directors, recommend to its stockholders the approval of the issuance of the shares of Phone Common Stock in the Merger and the Phone Charter Amendment.

Additional Agreements. SECTION 5.1 Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders' Meetings. (a) As soon promptly as reasonably practicable following after the date execution of this Agreement, Phone (i) the Company and ▇▇▇▇▇▇▇▇.▇▇▇ Parent shall prepare and file with the SEC a joint proxy statement/registration statement relating to the Joint Proxy Statementmeetings of the Company's stockholders to be held to obtain the Company Stockholder Approval and of the Parent's stockholders to obtain the Parent Stockholder Approval (together with any amendments thereof or supplements thereto, the "PROXY STATEMENT") and Phone (ii) Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the Form "FORM S-4, ") in which the Joint Proxy Statement will shall be included as a prospectus. Each of Phone and ▇▇▇▇▇▇▇▇.▇▇▇ shall use commercially reasonable efforts to have , in connection with the Form S-4 declared effective registration under the Securities Act as promptly as practicable after such filingof the shares of Parent Common Stock to be issued to the stockholders of the Company pursuant to the Merger. Phone will Each of Parent and the Company shall use its commercially reasonable efforts to cause the Joint Proxy Statement Form S-4 to be mailed to Phone's stockholdersbecome effective as promptly as practicable, and ▇▇▇▇▇▇▇▇.▇▇▇ shall take all or any action required under any applicable federal or state securities laws in -28- 33 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 use commercially reasonable efforts 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 cause the Joint Proxy Statement Company, a "PROSPECTUS" relating to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholders, in each case as 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 is declared effective under shall have become effective, each of the Securities Act. Phone Company and Parent shall also take any action required to be taken under any applicable state securities laws in connection with mail the issuance of shares of Phone Common Stock in the Merger and the conversion of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone Common Stock, and ▇▇▇▇▇▇▇▇.▇▇▇ shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ and the holders of ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇to its respective stockholders.▇▇▇'s prior consent and without providing ▇▇▇▇▇▇▇▇.▇▇▇ (b) Parent agrees promptly to advise the opportunity to review and comment thereon. Phone will advise ▇▇▇▇▇▇▇▇.▇▇▇ promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Phone Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If Company if at any time prior to the Effective Time respective meetings of stockholders of Parent or the Company any information relating provided by it in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to Phone provide the Company with the information needed to correct such inaccuracy or ▇▇▇▇▇▇▇▇.▇▇▇, or any of their respective affiliates, officers or directors, should omission. Parent will furnish the Company with such supplemental information as may be discovered by Phone or ▇▇▇▇▇▇▇▇.▇▇▇ which should be set forth necessary in an amendment or supplement order to any of cause 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 insofar as it relates 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 Parent and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC andits subsidiaries, to comply with applicable law after the extent required by law, disseminated mailing thereof to the stockholders of Phone and ▇▇▇▇▇▇▇▇.▇▇▇Parent or the Company. (bc) Phone shallThe Company agrees promptly to advise Parent if at any time prior to the respective meetings of stockholders of Parent or the Company any information provided by it in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide Parent with the information needed to correct such inaccuracy or omission. The Company will furnish Parent with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as promptly as practicable it relates to the Company and its subsidiaries, to comply with applicable law after the Form S-4 is declared effective under mailing thereof to stockholders of Parent or the Securities ActCompany. (d) As soon as reasonably practicable following the date of this Agreement but taking into account the likely timing of obtaining regulatory approvals to complete the transactions contemplated herein, duly give notice of, convene each of the Company and Parent shall call and hold a meeting of its respective stockholders (the "Phone StockholdersCOMPANY STOCKHOLDERS' MeetingMEETING" and the ") in accordance with the DGCL PARENT STOCKHOLDERS' MEETING," respectively), for the purpose of obtaining the Phone Company Stockholder Approval and shallthe Parent Stockholder Approval, subject respectively. Each of the Company and Parent shall use its commercially reasonably efforts to solicit from its stockholders proxies, and shall take all other action necessary or advisable to secure the provisions vote or consent of Section 4.2(b) hereofstockholders required by applicable law or otherwise to obtain the Company Stockholder Approval and the Parent Stockholder Approval, respectively, and through its respective Board of Directors, shall recommend to its respective stockholders the approval obtaining of the issuance of the shares of Phone Common Stock in the Merger Company Stockholder Approval and the Phone Charter AmendmentParent Stockholder Approval, respectively.

Additional Agreements. SECTION 5.1 Preparation The Company agrees that, upon --------------------- the occurrence and during the continuance of a Default hereunder, it will, at any time and from time to time, upon the written request of the Form S-4 and the Joint Proxy Statement; Stockholders' Meetings. (a) As soon as practicable following the date of this AgreementTrustee, Phone and ▇▇▇▇▇▇▇▇.▇▇▇ shall prepare and file with the SEC the Joint Proxy Statement, and Phone shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Phone and ▇▇▇▇▇▇▇▇.▇▇▇ shall use commercially reasonable its best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Phone will use commercially reasonable efforts take or to cause the Joint Proxy Statement issuer of the Pledged Shares and any other securities distributed in respect of the Pledged Shares (collectively with the Pledged Shares, the "Pledged Securities") to be mailed take such action and prepare, distribute or file such documents, as are required or advisable in the reasonable opinion of counsel for the Trustee to Phone's stockholderspermit the public sale of such Pledged Securities. The Company further agrees to indemnify, defend and hold harmless the Trustee, each Holder, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including reasonable fees and expenses of legal counsel to the Trustee), and ▇▇▇▇▇▇▇▇.▇▇▇ will use commercially reasonable efforts to cause claims (including the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholderscosts of investigation) that they may incur insofar as such loss, in each case as promptly as practicable after the Form S-4 liability, expense or claim arises out of or is declared effective under the Securities Act. Phone shall also take based upon any action required to be taken under any applicable state securities laws in connection with the issuance of shares of Phone Common Stock in the Merger and the conversion of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone Common Stock, and ▇▇▇▇▇▇▇▇.▇▇▇ shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ and the holders of ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and without providing ▇▇▇▇▇▇▇▇.▇▇▇ the opportunity to review and comment thereon. Phone will advise ▇▇▇▇▇▇▇▇.▇▇▇ promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Phone Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to Phone or ▇▇▇▇▇▇▇▇.▇▇▇, or any of their respective affiliates, officers or directors, should be discovered by Phone or ▇▇▇▇▇▇▇▇.▇▇▇ 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 alleged untrue statement of a material fact contained in any prospectus (or omit any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, any thereof not misleading, except insofar as the party which discovers same may have been caused by any untrue statement or omission based upon information furnished in writing to the Company or the issuer of such information shall promptly notify Pledged Securities by the other parties hereto and an appropriate amendment Trustee or supplement describing any Holder expressly for use therein. The Company further agrees, upon such information shall be promptly filed with the SEC andwritten request referred to above, to use its best efforts to qualify, file or register, or cause the extent required by lawissuer of such Pledged Securities to qualify, disseminated to file or register, any of the stockholders of Phone and ▇▇▇▇▇▇▇▇.▇▇▇. (b) Phone shall, as promptly as practicable after the Form S-4 is declared effective Pledged Securities under the Securities ActBlue Sky or other securities laws of such states as may be requested by the Trustee and keep effective, duly give notice ofor cause to be kept effective, convene all such qualifications, filings or registrations. The Company will bear all costs and hold a meeting expenses of carrying out its stockholders (the "Phone Stockholders' Meeting") in accordance obligations under this Section 10.13. The Company acknowledges that there is no adequate remedy at law for failure by it to comply with the DGCL for the purpose of obtaining the Phone Stockholder Approval and shall, subject to the provisions of this Section 4.2(b) hereof10.13 and that such failure would not be adequately compensable in damages, through its Board of Directors, recommend to its stockholders the approval of the issuance of the shares of Phone Common Stock and therefore agree that their agreements contained in the Merger and the Phone Charter Amendmentthis Section 10.13 may be specially enforced.

Additional Agreements. SECTION 5.1 Preparation of the Form Section 6.1 PREPARATION OF FORM S-4 and the Joint Proxy Statement; Stockholders' MeetingsAND THE PROXY STATEMENT/PROSPECTUS. (a) As soon promptly as practicable following after the date execution of this Agreement, Phone 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 Joint “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 Phone Parent shall prepare and file with the SEC the a registration statement on Form S-4, S-4 (in which the Joint Proxy Statement Statement/Prospectus will be included included) pursuant to which the issuance of Parent Common Shares, if any, to be issued in the Merger will be registered under the Securities Act (the “Registration Statement”). Subject to the provisions of Section 6.4, the Proxy Statement/Prospectus shall include the recommendation of the Company Board to the stockholders of the Company in favor of approval this Agreement and the Merger (the “Company Recommendation”). The Company and Parent will cause the Proxy Statement/Prospectus and the Registration Statement to comply as a prospectusto form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Each of Phone Parent and ▇▇▇▇▇▇▇▇.▇▇▇ the Company shall use all reasonable efforts to have or cause the Proxy Statement/Prospectus to be cleared by the SEC and to cause the Registration Statement to become effective as promptly as practicable. Without limiting the generality of the foregoing, each of the Company and Parent shall cause its respective 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 have take all actions required under any applicable federal or state securities or Blue Sky Laws in connection with the Form S-4 declared effective under issuance of Parent Common Shares pursuant to the Securities Act Merger, if any, and will pay all filing fees incident thereto. As promptly as practicable after the Registration Statement becomes effective, the Company shall cause the Proxy Statement/Prospectus to be mailed to its stockholders. (b) Without limiting the generality of the foregoing, prior to the Effective Time (i) the Company and Parent shall notify each other as promptly as practicable after such filing. Phone will use commercially reasonable efforts to cause upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, the Joint Proxy Statement to be mailed to Phone's stockholdersStatement/Prospectus or the Registration Statement, and ▇▇▇▇▇▇▇▇.▇▇▇ will use commercially reasonable efforts to cause (ii) the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholders, in Company and Parent shall each case notify the other as promptly as practicable after the Form S-4 is declared effective under receipt by it of any written or oral comments of the Securities Act. Phone SEC on, or of any written or oral request by the SEC for amendments or supplements to, the Proxy Statement/Prospectus or the Registration Statement, and shall also take promptly supply the other with copies of all correspondence between it or any action required to be taken under any applicable state securities laws in connection with the issuance of shares of Phone Common Stock in the Merger its Representatives and the conversion SEC with respect to any of the foregoing filings. (c) Prior to the mailing of the Proxy Statement/Prospectus, the Company shall designate The ▇▇▇▇▇▇▇▇.▇▇▇ Options into options Group or another agent reasonably acceptable to acquire Phone Common Stock, and ▇▇▇▇▇▇▇▇.▇▇▇ shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ and Parent to act as the holders of ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and without providing ▇▇▇▇▇▇▇▇.▇▇▇ the opportunity to review and comment thereon. Phone will advise ▇▇▇▇▇▇▇▇.▇▇▇ promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Phone Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to Phone or ▇▇▇▇▇▇▇▇.▇▇▇, or any of their respective affiliates, officers or directors, should be discovered by Phone or ▇▇▇▇▇▇▇▇.▇▇▇ which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of Phone and ▇▇▇▇▇▇▇▇.▇▇▇. (b) Phone 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 "Phone Stockholders' Meeting") in accordance with the DGCL solicitor for the purpose of obtaining soliciting proxies from the Phone Stockholder Approval and shall, subject to the provisions of Section 4.2(b) hereof, through its Board of Directors, recommend to its Company’s stockholders for the approval of the issuance of the shares of Phone Common Stock in the Merger and the Phone Charter AmendmentCompany Voting Proposal.

Additional Agreements. SECTION 5.1 Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders' MeetingsSection 6.01. Schedule 13E-3. (a) As soon as practicable following the date of this Agreement, Phone the Company, THL and ▇▇▇▇▇▇▇▇.▇▇▇ Parent 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 Joint Proxy Statement, and Phone shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus“Schedule 13E-3”). Each of Phone the Company, THL and ▇▇▇▇▇▇▇▇.▇▇▇ Parent shall use commercially its reasonable best efforts to have ensure that the Form S-4 declared effective under Schedule 13E-3 will comply in all material respects with the Securities requirements of the Exchange Act as promptly as practicable after such filingand the rules and regulations promulgated thereunder. Phone will Each of the Company, THL and Parent shall use commercially its reasonable best efforts to cause respond promptly to any comments of the Joint Proxy Statement SEC with respect to be mailed to Phone's stockholdersthe Schedule 13E-3. Each of the Company, THL and ▇▇▇▇▇▇▇▇.▇▇▇ will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Phone shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of shares of Phone Common Stock in the Merger and the conversion of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone Common Stock, and ▇▇▇▇▇▇▇▇.▇▇▇ Parent shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ and such party to the holders of ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock others as may be reasonably requested in connection with the preparation, filing and distribution of the Schedule 13E-3 and the resolution of comments from the SEC. The Company shall promptly, and in any such actionevent within twenty-four (24) hours, notify THL and Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3 and shall provide THL 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. No Prior to filing of, or mailing the Schedule 13E-3 (or any amendment or supplement tothereto) or responding to any comments of the SEC with respect thereto, the Form S-4 or the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent Company (i) shall provide THL and without providing ▇▇▇▇▇▇▇▇.▇▇▇ the opportunity Parent a reasonable period of time to review and comment thereonon such document or response and (ii) shall consider in good faith any comments reasonably proposed by THL and Parent. Phone will advise ▇▇▇▇▇▇▇▇THL and Parent shall provide reasonable assistance and cooperation to the Company in the preparation, filing and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC.▇▇▇ promptly after it receives notice thereof (b) Each of the Company, THL and Parent agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by the Company, THL or Parent, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time when the Form S-4 has become effective such documents (or any amendment thereof or supplement thereto) are mailed to the holders of Shares, contain any untrue statement of a material fact, or amendment has been filedomit to state a material fact required to be made therein, or necessary in order to make the issuance of any stop orderstatements made, in the suspension light of the qualification circumstances under which they were made, not misleading. Each of the Phone Common Stock issuable Company, THL and Parent further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for offering inclusion or sale incorporation by reference in such document will not contain any jurisdictionuntrue statement of a material fact, or any request by omit to state a material fact required to be made therein, or necessary in order to make the SEC for amendment statements made, in the light of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional informationcircumstances under which they were made, not misleading. If at any time prior to the Effective Time Time, any information event or circumstance relating to Phone the Company, THL or ▇▇▇▇▇▇▇▇.▇▇▇Parent, or any of their respective affiliatesAffiliates, officers or directors, should be discovered by Phone or ▇▇▇▇▇▇▇▇.▇▇▇ which that should be set forth in an amendment or a supplement to any of the Form S-4 or the Joint Proxy Statement, Schedule 13E-3 so that any of such documents document would not include any misstatement of a material fact or omit to state any a material fact required to be made therein, or necessary in order to make the statements thereinmade, in the light of the circumstances under which they were made, not misleading, the party which discovers discovering such information event or circumstance shall promptly notify inform the other parties hereto and an appropriate amendment or supplement describing such information event or circumstance shall be promptly filed with the SEC and, and disseminated to the shareholders of the Company to the extent required by lawLaw; provided that prior to such filing, disseminated the Company and THL, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the stockholders of Phone other party and ▇▇▇▇▇▇▇▇.▇▇▇their Representatives a reasonable opportunity to comment thereon. (bc) Phone shall, as promptly As soon as practicable after the Form S-4 is declared effective under SEC staff confirms that it has no further comments on the Securities ActSchedule 13E-3 but in any event no later than five (5) Business Days after such confirmation, duly give notice of, convene and hold the Company shall (i) establish a meeting record date for determining shareholders of its stockholders the Company to whom the Schedule 13E-3 will be mailed/distributed (the "Phone Stockholders' Meeting"“Record Date”) in accordance with and shall not change such Record Date unless required to do so by applicable Law; (ii) mail/distribute or cause to be mailed/distributed the DGCL for the purpose of obtaining the Phone Stockholder Approval and shall, subject Schedule 13E-3 to the provisions holders of Section 4.2(b) hereofShares, through its Board of Directorsincluding Shares represented by ADSs, recommend to its stockholders the approval as of the issuance Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the shares Schedule 13E-3 will be mailed/distributed and (B) provide the Schedule 13E-3 to all such holders of Phone Common Stock in the Merger and the Phone Charter AmendmentADSs.

Additional Agreements. SECTION 5.1 7.01. Preparation of the Proxy Statement, the Newco Form S-4 and the Joint Proxy StatementNewco Form 8-A; Stockholders' MeetingsCompany Stockholders Meeting. (a) As soon as practicable following the date of this Agreement, Phone and ▇▇▇▇▇▇▇▇.▇▇▇ the Company shall (i) prepare and file with the SEC the Joint Proxy Statement, the Newco Form S-4 and Phone shall prepare the Newco Form 8-A and (ii) file the Proxy Statement, the Newco Form S-4 and the Newco Form 8-A with the SEC the Form S-4, in which the Joint SEC. The Proxy Statement will be included as a prospectusprospectus in the Newco Form S-4. Each of Phone the Company and ▇▇▇▇▇▇▇▇.▇▇▇ Parent shall use commercially its reasonable best efforts to have the Newco Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Phone will Each of the Company and Parent shall use commercially its reasonable best efforts to cause the Joint Proxy Statement to be mailed to Phonethe Company's stockholders, and ▇▇▇▇▇▇▇▇.▇▇▇ will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholders, in each case stockholders as promptly as practicable after the Newco Form S-4 is declared effective under the Securities Act. Phone 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 shares of Phone Newco Common Stock in the Merger and the conversion of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone Common Stock, and ▇▇▇▇▇▇▇▇.▇▇▇ Merger. Parent shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ Parent, the Transactions, the Transaction Agreements and the holders of ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock Commercial Agreements and shall provide all other assistance and cooperation as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, by the Form S-4 or the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and without providing ▇▇▇▇▇▇▇▇.▇▇▇ the opportunity to review and comment thereon. Phone will advise ▇▇▇▇▇▇▇▇.▇▇▇ promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Phone Common Stock issuable Company in connection with the Merger for offering 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 parties shall notify each other promptly of the receipt of any comments from the SEC or sale in any jurisdiction, or its staff and of any request by the SEC or its staff for amendment of amendments or supplements to the Joint Proxy Statement or Statement, the Newco Form S-4 or the Newco Form 8-A or for additional information and shall supply each other with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC or its staff on the other hand, with respect to the Proxy Statement, the Newco Form S-4, the 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 thereon and responses thereto or requests by of the SEC for additional informationSEC. If at any time prior to receipt of the Effective Time Company Stockholder Approval there shall occur any information relating to Phone or ▇▇▇▇▇▇▇▇.▇▇▇, or any of their respective affiliates, officers or directors, should be discovered by Phone or ▇▇▇▇▇▇▇▇.▇▇▇ which event that should be set forth in an amendment or supplement to any of the Proxy Statement, the Newco Form S-4 or the Joint 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, so that the Newco Form S-4 or the Newco Form 8-A or 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 andthereto, to the extent required by law, disseminated to the stockholders of Phone and ▇▇▇▇▇▇▇▇.▇▇▇which Parent reasonably objects in a timely manner. (b) Phone The Company shall, as promptly as practicable after following the Form S-4 is declared effective under date of this Agreement (taking into account any delays reasonably required as a result of the Securities Actoccurrence of any event described in the last sentence of this clause (b)), duly call, give notice of, convene and hold a meeting of its stockholders (the "Phone Stockholders' Company Stockholders Meeting") in accordance with the DGCL for the purpose of obtaining seeking the Phone Company Stockholder Approval and Approval. The Company shall, subject to through the provisions of Section 4.2(b) hereof, through its Board of DirectorsCompany Board, recommend to its stockholders that they give the Company Stockholder Approval, except to the extent that the Company Board shall have withdrawn or modified its approval or recommendation of this Agreement, the Restructuring or the Merger as permitted by Section 6.02(b). Without limiting the generality of the issuance 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 shares commencement, public proposal, public disclosure or communication to the Company of Phone Common Stock in any Company Takeover Proposal or (ii) the Merger and withdrawal or modification by the Phone Charter AmendmentCompany Board of its approval or recommendation of this Agreement, the Restructuring or the Merger.

Additional Agreements. SECTION 5.1 Preparation of the Form S-4 and the Joint Proxy Statement/Prospectus; Stockholders' Meetings.Registration Statement. -------------------------------------------------- (a) As soon promptly as practicable following after the date execution of this Agreement, Phone Parent and ▇▇▇▇▇▇▇▇.▇▇▇ the Company shall prepare and file with the SEC the Joint Proxy Statement, Statement and Phone shall prepare and file with the SEC the Form S-4, Registration Statement in which the Joint Proxy Statement will be included as a prospectus. Each of Phone Parent and ▇▇▇▇▇▇▇▇.▇▇▇ Company shall use commercially its reasonable best efforts to (i) cause the Registration Statement and the Proxy Statement to comply as to form in all material respects with the Securities Act, the Exchange Act, and the rules and regulations thereunder, (ii) respond promptly to any comments of the SEC or its staff with respect to the Registration Statement, the Proxy Statement, or any other report, statement, or other document it may have filed with the Form S-4 SEC, (iii) cause the Registration Statement to be declared effective under the Securities Act as promptly soon thereafter as practicable, (iv) as soon as practicable after such filing. Phone will use commercially reasonable efforts to the Registration Statement shall have been declared effective, cause the Joint Proxy Statement and forms of proxy to be mailed to Phonethe Company's stockholders, and ▇▇▇▇▇▇▇▇.▇▇▇ will use commercially reasonable efforts (v) notify the other party promptly of any stop order or threatened stop order of which it becomes aware with respect to cause the Joint Registration Statement or similar proceeding with respect to the Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities ActStatement. Phone shall also take any action required to be taken under any applicable state securities laws in connection with the issuance Each of shares of Phone Common Stock in the Merger Parent and the conversion of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone Common Stock, and ▇▇▇▇▇▇▇▇.▇▇▇ Company shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ and afford the holders of ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and without providing ▇▇▇▇▇▇▇▇.▇▇▇ the other party a reasonable opportunity to review and comment thereonupon the Registration Statement, the Proxy Statement, any amendment or supplement to either document, or any other document filed with the SEC prior to its filing. Phone will advise The Proxy Statement shall include the fairness opinion of George Witte, Business Appraiser refe▇▇▇▇▇▇▇▇.▇▇ ▇▇ promptly after it receives notice thereof, ▇▇ ▇ection 2.21. The Proxy Statement shall also include the recommendation of the time when Board of Directors of the Form S-4 has become effective Company in favor of the Merger which shall not be withdrawn, modified, or withheld except in compliance with Section 5.4(a). (b) Each of Parent and the Company shall notify the other party promptly upon the receipt of any comments from the SEC or its staff or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Phone Common Stock issuable other government official in connection with the Merger for offering or sale in any jurisdiction, or filing made pursuant hereto and 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. If at any time prior to the Effective Time any information relating to Phone or ▇▇▇▇▇▇▇▇.▇▇▇, its staff or any of their respective affiliates, officers or directors, should be discovered by Phone or ▇▇▇▇▇▇▇▇.▇▇▇ which should be set forth in an other government official for any amendment or supplement to any of the Form S-4 or Registration Statement, the Joint Proxy Statement, so that or any other filing with the SEC or for additional information and shall provide to the other party copies of all correspondence between such party or any of such documents would not include its representatives, on the one hand, and the SEC or its staff or any misstatement of a material fact or omit other government official, on the other hand, with respect to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingRegistration Statement, the party which discovers Proxy Statement, or any other such information filing. (c) Promptly after Parent or the Company shall promptly notify the other party of the discovery of information required to be disclosed to the other party pursuant to Section 2.19 or Section 3.19, as the case may be, the parties hereto shall prepare and an file appropriate amendment amendments or supplement describing such information shall be promptly filed with supplements to the SEC Registration Statement and the Proxy Statement, as the case may be, and, to the extent required by law, disseminated disseminate such amendment or supplement to the stockholders of Phone and ▇▇▇▇▇▇▇▇the Company.▇▇▇. (b) Phone 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 "Phone Stockholders' Meeting") in accordance with the DGCL for the purpose of obtaining the Phone Stockholder Approval and shall, subject to the provisions of Section 4.2(b) hereof, through its Board of Directors, recommend to its stockholders the approval of the issuance of the shares of Phone Common Stock in the Merger and the Phone Charter Amendment.

Additional Agreements. SECTION 5.1 Preparation of the Form S-4 and the Joint Proxy Statement6.01. PREPARATION OF FORM F-4 AND PROXY STATEMENT/PROSPECTUS OR INFORMATION STATEMENT/PROSPECTUS; Stockholders' MeetingsSTOCKHOLDERS MEETING/WRITTEN CONSENT. (a) As If required by Law in order to consummate the Merger, as soon as practicable following the date expiration of this Agreementthe Offer, Phone Parent and ▇▇▇▇▇▇▇▇.▇▇▇ the Company shall prepare and file with the SEC the Joint Proxy Statement, and Phone shall prepare and file with the SEC (i) a post-effective amendment to the Form S-4, F-4 for the offer and sale of the Parent ADSs pursuant to the Merger and in which a proxy statement prepared by the Joint Proxy Statement 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 prospectusprospectus (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 Phone 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. Each of the Company and Parent shall use commercially its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to, the 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 Form S-4 Post-Effective Amendment declared effective under the Securities Act as promptly as practicable after such its filing. Phone The Company will use commercially its reasonable best efforts to cause the Joint Proxy Statement or Information Statement, as applicable, to be mailed to Phoneholders of the Company's stockholders, and ▇▇▇▇▇▇▇▇.▇▇▇ will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholders, in each case capital stock as promptly as practicable after the Form S-4 Post-Effective Amendment is declared effective under the Securities Act. Phone 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 shares of Phone Common Stock in Parent ADSs pursuant to the Merger Offer and the conversion of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone Common StockMerger, and ▇▇▇▇▇▇▇▇.▇▇▇ the Company shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ the Company and the holders of ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock its stockholders as may be reasonably requested in connection with any such action. No action and the preparation, filing of, or amendment or supplement toand/or distribution of the Proxy Statement, the Form S-4 or Information Statement and the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and without providing ▇▇▇▇▇▇▇▇.▇▇▇ the opportunity to review and comment thereon. Phone will advise ▇▇▇▇▇▇▇▇.▇▇▇ promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Phone Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional informationSchedule 13E-3. If at any time prior to the Effective Time any information relating to Phone the Company or ▇▇▇▇▇▇▇▇.▇▇▇Parent, or any of their respective affiliates, officers or directors, should be discovered by Phone the Company or ▇▇▇▇▇▇▇▇.▇▇▇ Parent which should be set forth in an amendment or supplement to any of the Form S-4 Post-Effective Amendment, the Proxy Statement, the Information Statement or the Joint Proxy StatementSchedule 13E-3, so that any of such documents would not include any 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 hereto, and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by lawLaw, disseminated by the Company to holders of the stockholders of Phone and ▇▇▇▇▇▇▇▇.▇▇▇Company's capital stock. (b) Phone shallIf required by Law in order to consummate the Merger, the Company shall establish, prior to or as promptly soon as practicable after following the Form S-4 is declared effective under date upon which the Securities ActPost-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 its stockholders holders of the Company's capital stock (the "Phone Stockholders' MeetingCOMPANY STOCKHOLDERS MEETING") or follow all required procedures in accordance with the DGCL soliciting consents from holders of Company Common Stock, for the purpose of obtaining seeking the Phone Company Stockholder Approval Approval, as applicable. In such event, the Proxy Statement or the Information Statement, as the case may be, shall include a description of the recommendations referred to in Section 3.03(b), and shallneither the Company Board nor any committee thereof shall withdraw or modify, subject 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 provisions of Section 4.2(b) hereofextent that the Special Committee determines in good faith, through after consultation with outside legal counsel, that such recommendations would be inconsistent with its Board of Directors, recommend fiduciary duties to its stockholders the approval of the issuance Company under applicable law. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 6.01(b) shall not be affected by the withdrawal or modification by either the Company Board or the Special Committee of its approval or recommendation of this Agreement, the Offer or the Merger. (c) Notwithstanding the foregoing, if Parent, Merger Sub or any other subsidiary of Parent (other than the Company or any of its subsidiaries) shall acquire at least 90% of the outstanding shares of Phone each class of capital stock of the Company entitled to vote on a merger and if permitted by Section 253 of the DGCL, at Parent's sole discretion, the parties shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a stockholders meeting or written consent in accordance with Section 253 of the DGCL (a "SHORT-FORM MERGER"). (d) Parent shall cause Merger Sub to vote any shares of Company Common Stock owned by it and not held in the Merger and Voting Trust in favor of the Phone Charter Amendmentadoption of this Agreement, if applicable.

Additional Agreements. SECTION 5.1 Preparation Without limitation or contravention of the Form S-4 provisions of Section 4.03, and subject to the Joint Proxy Statement; Stockholders' Meetings. (a) As soon as practicable following the date terms and conditions of this Agreement, Phone Parent and ▇▇▇▇▇▇▇▇.▇▇▇ shall prepare and file with the SEC the Joint Proxy Statement, and Phone shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Phone and ▇▇▇▇▇▇▇▇.▇▇▇ Company shall use commercially reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Phone will use commercially reasonable efforts to take, or cause the Joint Proxy Statement to be mailed taken, all actions necessary to Phone's stockholdersconsummate the Transactions. Without limiting the generality of the foregoing, subject to the terms and ▇▇▇▇▇▇▇▇.▇▇▇ will use commercially reasonable efforts conditions of this Agreement, each Party to cause the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholdersthis Agreement shall (a) make all filings (if any), in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Phone shall also take any action maintain or obtain all Consents (if any) and give all notices (if any) required to be taken under any applicable state securities laws made and given by such Party in connection with the issuance Transactions pursuant to any applicable Law or Material Contract set forth in Section 4.06 of shares of Phone Common Stock the Company Disclosure Schedule, (b) use commercially reasonable best efforts to lift any restraint, injunction or other legal bar (other than with respect to Antitrust Laws and Foreign Direct Investment Laws) to this Agreement or the Arrangement brought by any third Person against such Party, (c) use commercially reasonable best efforts to satisfy all conditions precedent in this Agreement and take all steps set forth in the Merger Interim Order and Final Order applicable to it and comply promptly with all requirements imposed by applicable Law on it or its Subsidiaries with respect to this Agreement or the Arrangement, (d) cooperate with the other Parties in connection with the performance by it and its Subsidiaries of their obligations hereunder, (e) carry out the terms of the Interim Order and the conversion of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options Final Order applicable to acquire Phone Common Stockit and comply promptly with all requirements imposed by applicable Law on it or its Subsidiaries with respect to this Agreement or the Arrangement, and ▇▇▇▇▇▇▇▇.▇▇▇ (f) not take any action, or refrain from taking any commercially reasonable action, or permitting any action to be taken or not taken, in each case, which is inconsistent with this Agreement or would reasonably be expected to prevent, materially delay or otherwise impede the consummation of the Arrangement or the transactions contemplated by this Agreement. This Section 4.06 shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ not apply to approval under Antitrust Laws or Foreign Direct Investment Laws, which are the subject of Section 4.03. The Company shall give notice to Parent as promptly as reasonably practicable after (and shall subsequently keep Parent informed on a reasonably current basis of any developments related to such notice) it becomes aware of (i) the holders receipt of ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock as any notice from any Person alleging that the Consent of such Person is or may be reasonably requested required in connection with any such actionof the Transactions or (ii) that any Legal Proceeding has been commenced or threatened in writing relating to or involving the Company or any Company Subsidiary that relates to the consummation of the Transactions. No filing of, or amendment or supplement toFor the avoidance of doubt, the Form S-4 Company shall not be required to pay for any such consent, nor shall obtaining any such filing, notice or consent be a condition precedent to the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and without providing ▇▇▇▇▇▇▇▇.▇▇▇ Closing. During the opportunity to review and comment thereon. Phone will advise ▇▇▇▇▇▇▇▇.▇▇▇ promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filedPre-Closing Period, the issuance Company and its Subsidiaries shall keep Parent promptly informed in writing of any stop ordermaterial communication (written or oral) with or from the FDA, the suspension of the qualification of the Phone Common Stock issuable in connection with the Merger for offering or sale in any jurisdictionHealth Canada, or any request other Governmental Body performing functions similar to those performed by the SEC for amendment of FDA related to a Company Product. The Company and the Joint Proxy Statement or the Form S-4 or comments thereon Company Subsidiaries shall consult with, and responses thereto or requests by the SEC for additional information. If at consider any time comment from, Parent in good faith prior to making any material submissions to or having material discussions with the Effective Time any information relating to Phone or ▇▇▇▇▇▇▇▇.▇▇▇FDA, Health Canada, or any of their respective affiliatesother Governmental Body performing functions similar to those performed by the FDA. The Company shall ensure that it has available (on hand or through capacity under a credit facility) funds to pay the Termination Payment, officers or directors, should be discovered by Phone or ▇▇▇▇▇▇▇▇if payable.▇▇▇ which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of Phone and ▇▇▇▇▇▇▇▇.▇▇▇. (b) Phone 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 "Phone Stockholders' Meeting") in accordance with the DGCL for the purpose of obtaining the Phone Stockholder Approval and shall, subject to the provisions of Section 4.2(b) hereof, through its Board of Directors, recommend to its stockholders the approval of the issuance of the shares of Phone Common Stock in the Merger and the Phone Charter Amendment.

Additional Agreements. SECTION 5.1 Preparation of the Form S-4 and the Joint Proxy StatementPREPARATION OF THE PROXY STATEMENT; Stockholders' Meetings.STOCKHOLDERS MEETING (a) As soon promptly as practicable following the date of this Agreement, Phone and ▇▇▇▇▇▇▇▇.▇▇▇ the Company shall prepare and file with the SEC the Joint Proxy Statement. The Company shall promptly notify the Parent of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall promptly provide copies of all correspondence between it and its representatives, on the one hand, and Phone shall prepare and file with the SEC and its staff, on the Form S-4, in which the Joint Proxy Statement will be included as a prospectusother hand. Each of Phone the Company and ▇▇▇▇▇▇▇▇.▇▇▇ the Parent shall use all commercially reasonable efforts to have the Form S-4 declared effective under the Securities Act respond as promptly as practicable after such filing. Phone will use commercially reasonable efforts to any comments of the SEC with respect thereto and to cause the Joint Proxy Statement to be mailed to Phonethe Company's stockholders, and ▇▇▇▇▇▇▇▇.▇▇▇ will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholders, in each case stockholders as promptly as practicable after all such SEC comments have been resolved. Notwithstanding the Form S-4 is declared effective under foregoing, prior to filing or mailing the Securities Act. Phone shall also take Proxy Statement (or any action required to be taken under any applicable state securities laws in connection with the issuance of shares of Phone Common Stock in the Merger and the conversion of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone Common Stock, and ▇▇▇▇▇▇▇▇.▇▇▇ shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ and the holders of ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement tothereto) or responding to any comments of the SEC with respect thereto, the Form S-4 or Company (i) shall provide the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and without providing ▇▇▇▇▇▇▇▇.▇▇▇ the Parent with a reasonable opportunity to review and comment thereon. Phone will advise ▇▇▇▇▇▇▇▇.▇▇▇ promptly after it receives notice thereofon such document or response, of the time when the Form S-4 has become effective (ii) shall include in such document or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Phone Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request response all comments reasonably proposed by the SEC for amendment of the Joint Proxy Statement Parent and (iii) shall not file or the Form S-4 mail such document or comments thereon and responses thereto or requests by respond to the SEC for additional information. If at any time prior to receiving the Effective Time any information relating to Phone Parent's approval, which approval shall not be unreasonably withheld, delayed or ▇▇▇▇▇▇▇▇.▇▇▇, or any of their respective affiliates, officers or directors, should be discovered by Phone or ▇▇▇▇▇▇▇▇.▇▇▇ which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of Phone and ▇▇▇▇▇▇▇▇.▇▇▇conditioned. (b) Phone The Company shall, as promptly as practicable after following the Form S-4 is declared effective under the Securities Actdate of this Agreement, establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (the "Phone Stockholders' MeetingSTOCKHOLDERS MEETING") in accordance with the DGCL for the purpose of obtaining Stockholder Approval, regardless of whether the Phone Stockholder Approval and shallBoard of Directors of the Company determines at any time that this Agreement or the Merger is no longer advisable or recommends that the stockholders of the Company reject this Agreement or the Merger, in all cases subject to the provisions of its rights under Section 4.2(b) hereof). The Company shall cause the Stockholders Meeting to be held as promptly as practicable following the date of this Agreement. The Company shall, through its Board of Directors, recommend to its stockholders that they adopt this Agreement, and shall include such recommendation in the approval Proxy Statement, in each case subject to its rights under Section 4.2(b). Without limiting the generality of the issuance foregoing, the Company agrees that its obligations pursuant to this Section 5.1(b) to take actions to and hold the Stockholders Meeting for the purpose of obtaining Stockholder Approval shall not be affected by the commencement, public proposal, public disclosure or communication to the Company or any other person of any Takeover Proposal. (c) The Company agrees that none of the shares of Phone Common Stock information included or incorporated by reference in the Merger Proxy Statement will (except to the extent revised or superseded by amendments or supplements contemplated hereby), at the date the Proxy Statement is filed with the SEC or mailed to the Company's stockholders or at the time of the Stockholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the Phone Charter Amendmentrules and regulations promulgated thereunder. (d) The Company shall retain an agent, on terms or conditions acceptable to the Parent, for the purpose of soliciting proxies on behalf of the Company for the Stockholders Meeting.

Additional Agreements. SECTION 5.1 6.01. Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders' MeetingsStockholders Meeting. (a) As soon as practicable following the date of this Agreement, Phone Parent and ▇▇▇▇▇▇▇▇.▇▇▇ the Company shall prepare and the Company shall file with the SEC the Joint Proxy Statement, Statement and Phone Parent and the Company shall prepare and Parent shall file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectusprospectus with respect to the issuance of Parent Shares in the Merger. Each of Phone and ▇▇▇▇▇▇▇▇.▇▇▇ Parent shall use commercially all reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Phone The Company will use commercially all reasonable efforts to cause the Joint Proxy Statement to be mailed to Phonethe Company's stockholders, and ▇▇▇▇▇▇▇▇.▇▇▇ will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholders, in each case stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Phone 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 shares of Phone Common Stock Parent Shares in the Merger Merger, and the conversion of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone Common Stock, and ▇▇▇▇▇▇▇▇.▇▇▇ 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 actionaction 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 Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and the Company, without providing ▇▇▇▇▇▇▇▇.▇▇▇ the other party a reasonable opportunity to review and comment thereon. Phone 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 Phone Common Stock 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 Joint 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 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 Phone the Company or ▇▇▇▇▇▇▇▇.▇▇▇Parent, or any of their respective affiliates, officers or directors, should be discovered by Phone 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 the extent required by law, disseminated to the stockholders of Phone and ▇▇▇▇▇▇▇▇.▇▇▇the Company. (b) Phone shallThe Company shall take all action necessary under all applicable laws to call, give notice of and hold a meeting of the holders of Company Common Stock 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 shall have the right to delay (i) the effectiveness of the S-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) Subject to Section 6.01(d): (i) the 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 (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 (ii) the Company Board Recommendation shall not be withdrawn or modified in a manner adverse to Parent, duly 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 a manner adverse to Parent if: (i) a proposal to acquire (by merger or 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 Company'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 withdrawal 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 Parent: (i) the Company shall call, give notice of and hold the Stockholders Meeting on a date and at a time and place determined by Parent; (ii) the Company shall set a record date for persons entitled to notice of, convene and hold to vote at, the Stockholders Meeting; (iii) the Company shall cause its transfer agent to make a meeting of its stockholders (the "Phone Stockholders' Meeting") in accordance with the DGCL for the purpose of obtaining the Phone Stockholder Approval stockholder list and shall, subject other stock transfer records relating to the Company available to Parent; (iv) the Company shall waive any standstill or similar provisions of Section 4.2(bapplicable to Parent; (v) hereof, through its Board of Directors, recommend to its stockholders the approval a copy of the issuance opinion of 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 Parent in the solicitation of proxies by Parent in favor of the shares adoption of Phone Common Stock in the Merger and the Phone Charter Amendmentthis Agreement as Parent shall request.

Additional Agreements. SECTION 5.1 Preparation of the Form S-4 and the Joint Section 7.01 Proxy Statement; Stockholders' Meetings. (a) As soon , Information Statement, Other Filings and Form S-4As promptly as reasonably practicable following the date of this Agreement, Phone and ▇▇▇▇▇▇▇▇.▇▇▇ the Company Parties shall prepare and, once reasonably acceptable to Parent and the Company Parties, file with the SEC the Joint preliminary Proxy StatementStatement and each of the Company Parties and Buyer Parties shall, and Phone or shall cause their respective Affiliates to, prepare and and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Form S-4, in which the Joint Proxy Statement will be included as a prospectustransactions contemplated hereby. Each of Phone the Company Parties and ▇▇▇▇▇▇▇▇.▇▇▇ Buyer Parties shall furnish all information concerning itself and its affiliates that is required to be included in the Proxy Statement and the Information Statement or, to the extent applicable, the Other Filings, or that is customarily included in proxy statements and information statements prepared in connection with transactions of the type contemplated by this Agreement. Each of the Company Parties and Buyer Parties shall use its commercially reasonable efforts efforts, after consultation with the other, to have the Form S-4 declared effective under the Securities Act respond as promptly as practicable after such filing. Phone will to any comments of the SEC with respect to the Proxy Statement or the Other Filings, and the Company shall use its commercially reasonable efforts to cause (i) the Joint definitive Proxy Statement to be filed with, and cleared by, the SEC, (ii) the Information Statement to be filed with the SEC and (iii) the definitive Proxy Statement and the Information Statement to be mailed to Phone's stockholdersthe Company Shareholders and the Operating Trust Unitholders, and ▇▇▇▇▇▇▇▇.▇▇▇ will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholdersrespectively, in each case as promptly as reasonably practicable after following clearance from the Form S-4 is declared effective under the Securities Act. Phone shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of shares of Phone Common Stock in the Merger and the conversion of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone Common Stock, and ▇▇▇▇▇▇▇▇.▇▇▇ shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ and the holders of ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and without providing ▇▇▇▇▇▇▇▇.▇▇▇ the opportunity to review and comment thereon. Phone will advise ▇▇▇▇▇▇▇▇.▇▇▇ promptly after it receives notice thereof, SEC of the time when definitive Proxy Statement. The Company shall promptly notify Parent upon the Form S-4 has become effective or any supplement or amendment has been filed, the issuance receipt of any stop order, comments from the suspension of the qualification of the Phone Common Stock issuable in connection with the Merger for offering SEC or sale in any jurisdiction, its staff or any request by from the SEC or its staff for amendment of amendments or supplements to the Joint Proxy Statement or the Form S-4 or comments thereon Other Filings and responses thereto or requests by shall promptly provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC for additional informationand its staff, on the other hand, relating to the Proxy Statement or the Other Filings. If at any time prior to the Effective Time Company Shareholders’ Meeting, any information relating to Phone the Company Parties or ▇▇▇▇▇▇▇▇.▇▇▇, the Buyer Parties or any of their respective affiliates, officers or directors, should be discovered by Phone 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, the Information Statement or the Other Filings, so that the Proxy Statement, the Information Statement or the Other Filings shall not contain any of such documents would not include any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, the party which discovers such information shall promptly notify the other parties hereto parties, and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by lawapplicable Law, disseminated to the stockholders shareholders of Phone the Company. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement, the Information Statement or filing the Other Filings (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent a reasonable opportunity to review and ▇▇▇▇▇▇▇▇.▇▇▇. comment on such document or response and will include in such documents or responses all comments reasonably proposed by Parent, and to the extent practicable, the Company will provide Parent with the opportunity to participate in any substantive calls between the Company, or any of its Representatives, and the SEC concerning the Proxy Statement. As promptly as reasonably practicable following the date of this Agreement, the Company Parties shall prepare and, once reasonably acceptable to Parent and the Company Parties, file with the SEC the Form S-4 in connection with the registration under the Securities Act of the Series O Preferred Units to be issued in connection with the Operating Trust Merger in accordance with Section 3.02(a), which Form S-4 shall include one or more prospectuses (bsuch offers and proxy statements, together with any amendments or supplements thereto, the “S-4 Related Documents”). The Form S-4 shall also contain the information required for the Information Statement. The S-4 Related Documents shall set forth the procedures, reasonably acceptable to the Company and the Operating Trust, for holders of the Operating Trust Class A-1 Common Units to make an Election, including the deadline for making an Election and the procedures (if any) Phone shallfor revoking an Election. The Company Parties and the Buyer Parties shall cause the Form S-4 and S-4 Related Documents to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the S-4 or S-4 Related Documents and shall promptly provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC and its staff, on the other hand, relating to the S-4 or S-4 Related Documents. If at any time prior to the completion of the Election, any information relating to the Company Parties or the Buyer Parties or any of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the S-4 or S-4 Related Documents, so that the S-4 or S-4 Related Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the Operating Trust Unitholders. Notwithstanding anything to the contrary stated above, prior to filing the S-4 or S-4 Related Documents (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent a reasonable opportunity to review and comment on such document or response and will include in such documents or responses all comments reasonably proposed by Parent, and to the extent practicable, the Company will provide Parent with the opportunity to participate in any substantive calls between the Company, or any of its Representatives, and the SEC concerning the S-4. Each of the Company Parties shall use its commercially reasonable efforts, and the Buyer Parties shall cooperate with the Buyer Parties, to have the Form S-4 declared effective by the SEC as promptly as practicable after (including clearing the S-4 Related Documents with the SEC) and kept effective as long as is necessary to complete the Operating Trust Merger and the Election. The Company Parties shall promptly notify Parent, if applicable, of (i) the time when the Form S-4 is declared effective under has become effective, (ii) the Securities Act, duly give notice of, convene and hold a meeting filing of its stockholders (the "Phone Stockholders' Meeting") in accordance with the DGCL for the purpose of obtaining the Phone Stockholder Approval and shall, subject to the provisions of Section 4.2(b) hereof, through its Board of Directors, recommend to its stockholders the approval of the issuance of the shares of Phone Common Stock in the Merger and the Phone Charter Amendment.any supplement or amendment thereto,

Additional Agreements. SECTION 5.1 Preparation The Company agrees that, upon the occurrence and during the continuance of a Default hereunder, it will, at any time and from time to time, upon the written request of the Form S-4 and the Joint Proxy Statement; Stockholders' Meetings. (a) As soon as practicable following the date of this AgreementTrustee, Phone and ▇▇▇▇▇▇▇▇.▇▇▇ shall prepare and file with the SEC the Joint Proxy Statement, and Phone shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Phone and ▇▇▇▇▇▇▇▇.▇▇▇ shall use commercially reasonable its best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Phone will use commercially reasonable efforts take or to cause the Joint Proxy Statement issuer of the Pledged Shares and any other securities distributed in respect of the Pledged Shares (collectively with the Pledged Shares, the "Pledged Securities") to be mailed take such action and prepare, distribute or file such documents, as are required or advisable in the reasonable opinion of counsel for the Trustee to Phone's stockholderspermit the public sale of such Pledged Securities. The Company further agrees to indemnify, defend and hold harmless the Trustee, each Holder, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including reasonable fees and expenses of legal counsel to the Trustee), and ▇▇▇▇▇▇▇▇.▇▇▇ will use commercially reasonable efforts to cause claims (including the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholderscosts of investigation) that they may incur insofar as such loss, in each case as promptly as practicable after the Form S-4 liability, expense or claim arises out of or is declared effective under the Securities Act. Phone shall also take based upon any action required to be taken under any applicable state securities laws in connection with the issuance of shares of Phone Common Stock in the Merger and the conversion of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone Common Stock, and ▇▇▇▇▇▇▇▇.▇▇▇ shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ and the holders of ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and without providing ▇▇▇▇▇▇▇▇.▇▇▇ the opportunity to review and comment thereon. Phone will advise ▇▇▇▇▇▇▇▇.▇▇▇ promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Phone Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to Phone or ▇▇▇▇▇▇▇▇.▇▇▇, or any of their respective affiliates, officers or directors, should be discovered by Phone or ▇▇▇▇▇▇▇▇.▇▇▇ 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 alleged untrue statement of a material fact contained in any prospectus (or omit any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, any thereof not misleading, except insofar as the party which discovers same may have been caused by any untrue statement or omission based upon information furnished in writing to the Company or the issuer of such information shall promptly notify Pledged Securities by the other parties hereto and an appropriate amendment Trustee or supplement describing any Holder expressly for use therein. The Company further agrees, upon such information shall be promptly filed with the SEC andwritten request referred to above, to use its best efforts to qualify, file or register, or cause the extent required by lawissuer of such Pledged Securities to qualify, disseminated to file or register, any of the stockholders of Phone and ▇▇▇▇▇▇▇▇.▇▇▇. (b) Phone shall, as promptly as practicable after the Form S-4 is declared effective Pledged Securities under the Securities ActBlue Sky or other securities laws of such states as may be requested by the Trustee and keep effective, duly give notice ofor cause to be kept effective, convene all such qualifications, filings or registrations. The Company will bear all costs and hold a meeting expenses of carrying out its stockholders (the "Phone Stockholders' Meeting") in accordance obligations under this Section 10.13. The Company acknowledges that there is no adequate remedy at law for failure by it to comply with the DGCL for the purpose of obtaining the Phone Stockholder Approval and shall, subject to the provisions of this Section 4.2(b) hereof10.13 and that such failure would not be adequately compensable in damages, through its Board of Directors, recommend to its stockholders the approval of the issuance of the shares of Phone Common Stock and therefore agree that their agreements contained in the Merger and the Phone Charter Amendmentthis Section 10.13 may be specially enforced.

Additional Agreements. SECTION 5.1 6.01. Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders' MeetingsStockholders Meeting. (a) As soon as reasonably practicable following the date of this Agreement, Phone RJR and ▇▇▇▇▇▇▇▇.▇▇▇ American shall prepare and file with the SEC (i) the Joint Proxy Statement, Statement in preliminary form and Phone shall prepare and file with the SEC (ii) the Form S-4, in which the Joint Proxy Statement will be included as a prospectus, and each of RJR and B&W shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC with respect thereto. Each of Phone RJR and ▇▇▇▇▇▇▇▇.▇▇▇ B&W shall use commercially its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing. Phone will RJR shall use commercially its reasonable best efforts to cause the Joint Proxy Statement to be mailed to PhoneRJR's stockholders, and ▇▇▇▇▇▇▇▇.▇▇▇ will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholders, in each case stockholders as promptly as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Phone RJR shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable state securities laws in connection with the issuance of shares of Phone Common Stock in the Merger and the conversion of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone American Common StockStock in the Merger, and ▇▇▇▇▇▇▇▇.▇▇▇ RJR shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ RJR and the holders of ▇▇▇▇▇▇▇▇.▇▇▇ RJR Common Stock and rights to acquire RJR Common Stock pursuant to RJR Stock Plans as may be reasonably requested in connection with any such action. No The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, the Form S-4 or the Merger. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of RJR and B&W, as the case may be, (i) shall provide the other party with a reasonable opportunity to review and comment on such document or response, (ii) shall include in such document or response all comments reasonably proposed by such other party and (iii) shall not file or mail such document or respond to the SEC prior to receiving such other party's approval, which approval shall not be unreasonably withheld or delayed. (b) If, prior to the Effective Time, any event occurs with respect to RJR or any RJR Subsidiary, or any change occurs with respect to other information supplied by RJR for inclusion in the Form S-4 or the Proxy Statement, which is required to be described in an amendment of, or amendment or a supplement to, the Form S-4 or the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent Statement, RJR shall promptly notify B&W of such event, and without providing ▇▇▇▇▇▇▇▇.▇▇▇ RJR and B&W shall cooperate in the opportunity to review and comment thereon. Phone will advise ▇▇▇▇▇▇▇▇.▇▇▇ promptly after it receives notice thereof, of prompt filing with the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance SEC of any stop order, the suspension of the qualification of the Phone Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to Phone or ▇▇▇▇▇▇▇▇.▇▇▇, or any of their respective affiliates, officers or directors, should be discovered by Phone or ▇▇▇▇▇▇▇▇.▇▇▇ which should be set forth in an necessary amendment or supplement to any of the Form S-4 or the Joint Proxy Statement and, as required by Law, in disseminating the information contained in such amendment or supplement to RJR's stockholders. (c) If, prior to the Effective Time, any event occurs with respect to the B&W Business (other than with respect to an Excluded Asset or an Excluded Liability), or any change occurs with respect to other information supplied by B&W for inclusion in the Form S-4 or the Proxy Statement, so that any of such documents would not include any misstatement of which is required to be described in an amendment of, or 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 misleadingsupplement to, the party which discovers such information Form S-4 or the Proxy Statement, B&W shall promptly notify RJR of such event, and B&W and RJR shall cooperate in the other parties hereto and an appropriate prompt filing with the SEC of any necessary amendment or supplement describing such information shall be promptly filed with to the SEC Form S-4 or the Proxy Statement and, to the extent as required by lawLaw, disseminated in disseminating the information contained in such amendment or supplement to the stockholders of Phone and ▇▇▇▇▇▇▇▇.▇▇▇RJR's stockholders. (bd) Phone RJR shall, as promptly soon as reasonably practicable after following effectiveness of the Form S-4 is declared effective under the Securities ActS-4, duly call, give notice of, convene and hold a meeting of its stockholders (the "Phone Stockholders' RJR Stockholders Meeting") in accordance with the DGCL for the purpose of obtaining seeking the Phone RJR Stockholder Approval and Approval. RJR shall use its reasonable best efforts to cause the Proxy Statement to be mailed to RJR's stockholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. RJR shall, subject to through the provisions of Section 4.2(b) hereof, through its Board of DirectorsRJR Board, recommend to its stockholders that they give RJR Stockholder Approval, except to the extent that the RJR Board shall have withdrawn or modified its approval or recommendation of this Agreement or the Merger as permitted by Section 5.02(b). Without limiting the generality of the issuance foregoing, RJR agrees that its obligations pursuant to the first sentence of this Section 6.01(d) shall not be affected by (i) the shares commencement, public proposal, public disclosure or communication to RJR of Phone Common Stock in any RJR Takeover Proposal or (ii) the Merger and withdrawal or modification by the Phone Charter AmendmentRJR Board of its approval or recommendation of this Agreement or the Merger.

Additional Agreements. SECTION 5.1 Preparation of the Form S-4 and the Joint Proxy Statement/Prospectus; Stockholders' MeetingsCompany Stockholders Meeting. (a) As soon promptly as practicable following the date of this Agreementhereof, Phone Parent and ▇▇▇▇▇▇▇▇.▇▇▇ Company shall prepare and file with the SEC preliminary proxy materials which shall constitute the Joint Proxy Statement/Prospectus (such proxy statement/prospectus, and Phone any amendments or supplements thereto, the "Proxy Statement/Prospectus") and Parent shall prepare and file with the SEC a registration statement on Form S-4 with respect to the issuance of Parent Common Stock in the Merger (the "Form S-4, in which the Joint "). The Proxy Statement Statement/Prospectus will be included in the Form S-4 as a Parent's prospectus. The Form S-4 and the Proxy Statement/Prospectus shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act. Each of Phone Parent and ▇▇▇▇▇▇▇▇.▇▇▇ the Company shall use commercially its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filingfiling with the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger. Phone will 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 commercially its reasonable best efforts to cause the Joint Proxy Statement Statement/Prospectus to be mailed to Phonethe Company's stockholders, and ▇▇▇▇▇▇▇▇.▇▇▇ will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholders, in each case stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Phone 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 Phone Common Stock in the Merger Share Issuance and the conversion of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone Common Stock, and ▇▇▇▇▇▇▇▇.▇▇▇ 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 ofEach of the Company and Parent will inform the other party, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and without providing ▇▇▇▇▇▇▇▇.▇▇▇ the opportunity to review and comment thereon. Phone will advise ▇▇▇▇▇▇▇▇.▇▇▇ promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Phone Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for the amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto 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 Phone the Company or ▇▇▇▇▇▇▇▇.▇▇▇Parent, or any of their respective affiliates, officers or directors, should be discovered by Phone 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/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 Phone the Company. Parent agrees that none of the information supplied or to be supplied by Parent for inclusion or incorporation by reference in the Proxy Statement/Prospectus and ▇▇▇▇▇▇▇▇.▇▇▇each amendment or supplement thereto, at the time of mailing thereof and at the time of the Company Stockholders Meeting, will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or be false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders Meeting which has become false or misleading. The Company agrees that none of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Company Stockholders Meeting, will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or be false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders Meeting which has become false or misleading. For purposes of the foregoing, it is understood and agreed that information concerning or related to Parent will be deemed to have been supplied by Parent and information concerning or related to the Company and the Company Stockholders Meeting shall be deemed to have been supplied by the Company. Each of the Company and Parent will provide Parent or the Company, respectively, with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement/Prospectus and the Form S-4, respectively, prior to filing such with the SEC, and will provide the other party with a reasonable number of copies of all such filings made with the SEC. No amendment or supplement to the information supplied by Parent or the Company for inclusion in the Proxy Statement/Prospectus shall be made without the approval of Parent or the Company, which approval shall not be unreasonably withheld or delayed. (b) Phone The Company shall, as promptly as practicable after following the Form S-4 is declared effective under the Securities Actexecution of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the "Phone Stockholders' Company Stockholders Meeting") in accordance with the DGCL for the purpose of obtaining the Phone Required Company Vote with respect to the adoption of this Agreement (provided that it is understood that it is the intention of the Company that the Company Stockholder Approval Meeting will, to the extent reasonably practicable, be scheduled such that it shall occur reasonably proximate to the Effective Time), and shallshall 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 provisions of Section 4.2(b) hereof, through its Board of Directors, recommend to its stockholders the approval Directors of the issuance Company shall recommend adoption of this Agreement by the stockholders of the shares Company. Without limiting the generality of Phone Common Stock the foregoing and without limiting its rights pursuant to Sections 5.4 and 7.1(f), the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal (as defined in the Merger and the Phone Charter AmendmentSection 5.4(b)).