Common use of Additional Agreements Clause in Contracts

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

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

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

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

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

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

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

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

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

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

Additional Agreements. Section 7.1 5.1 Preparation of the Proxy Statement and Schedule 13E-3. (a) As soon The Company shall as reasonably promptly as practicable following prepare and file a proxy or information statement relating to the date hereof but in any event within twenty Stockholders' Meeting (20) Business Days after the date hereoftogether with all amendments, supplements and exhibits thereto, the Company, Parent and Merger Sub shall jointly prepare and cause to be filed "Proxy Statement") with the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 (such Schedule 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3”). Each of the Company, Parent and Merger Sub shall will use its reasonable best efforts to ensure that the Schedule 13E-3 complies in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Each of the Company, Parent and Merger Sub shall use its reasonable best efforts to respond promptly to any the comments of the SEC with respect and to cause the Proxy Statement to be mailed to the Schedule 13E-3Company's stockholders at the earliest practical time. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to the The Company in the preparation, filing, and mailing/distribution will notify Concord promptly of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the staff of the SEC or its staff and of any request from by the SEC or its staff for amendments or supplements to the Schedule 13E-3, the Company shall promptly notify Parent Proxy Statement or for additional information and Merger Sub, and shall provide Parent will supply Concord with copies of all correspondence between the Company and or any of its representatives, on the one hand, and the staff of the SECSEC or its staff, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable opportunity to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company Recommendation, the Company shall not be required to provide Parent or Merger Sub with the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosure. (b) Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing, and mailing/distribution of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub Proxy Statement or the Company, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the shareholders of the Company, contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleadingMerger. If at any time prior to the Effective Time, Stockholders' Meeting there shall occur any event or circumstance relating to Parent, Merger Sub or the Company, or their respective Affiliates, officers or directors, should be discovered that should be set forth in an amendment or a supplement to the Proxy Statement, the Company will promptly prepare and mail to its stockholders such an amendment or supplement. The Company will not mail any Proxy Statement, or any amendment or supplement thereto, to which Concord reasonably objects. The Company hereby consents to the inclusion in the Proxy Statement of the recommendation of the Board described in Section 5.2, subject to any modification, amendment or withdrawal thereof, and represents that the Independent Advisor has, subject to the terms of its engagement letter with the Company, consented to the inclusion of references to its opinion in the Proxy Statement. (b) The Company, Concord, and Merger Sub shall together prepare and file a Transaction Statement on Schedule 13E-3 so that such document would not include any misstatement (together with all amendments and exhibits thereto, the "Schedule 13E-3") under the Exchange Act. Each of a material fact or omit to state a material fact Concord and Merger Sub shall furnish all information concerning it, its affiliates and the holders of its capital stock required to be made therein, or necessary in order to make the statements made, included in the light of the circumstances under which they were madeSchedule 13E-3 and, not misleadingafter consultation with each other, the party discovering such event or circumstance shall respond promptly inform the other parties and an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with to any comments made by the SEC and disseminated to the shareholders of the Company to the extent required by Law; provided that prior to such filing, the Company and Parent, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereon. (c) As soon as reasonably practicable after the SEC staff confirms that it has no further comments on the Schedule 13E-3, the Company shall (i) establish a record date for determining shareholders of the Company to whom the Schedule 13E-3 will be mailed or distributed (the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 to the holders of Shares, including Shares represented by ADSs, as of the Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS Holders.

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

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

Additional Agreements. Section 7.1 Schedule 13E-36.1 Preparation of the Form S-4 and the Proxy Statement; MSLO Stockholders Meeting. (a) As soon as reasonably practicable following the date hereof but in any event within twenty (20) Business Days after of this Agreement, Sequential and MSLO shall prepare, and Sequential shall cause TopCo to file with the date hereofSEC, the CompanyForm S-4, Parent including the related Proxy Statement/Prospectus and Merger Sub shall jointly prepare and cause to be filed with the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 (such Schedule 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3”)Information Statement. Each of the Company, Parent Sequential and Merger Sub MSLO shall use its reasonable best efforts to ensure that have the Schedule 13E-3 complies in all material respects with Form S-4 declared effective under the requirements of the Exchange Securities Act and the rules and regulations promulgated thereunderas promptly as practicable after such filing. Each of Sequential and MSLO shall furnish all information concerning such Person and its Affiliates to the Companyother, Parent and Merger Sub provide such other assistance, as may be reasonably requested, in connection with the preparation, filing and distribution of the Form S-4, Proxy Statement/Prospectus and Information Statement. The Form S-4 and Proxy Statement/Prospectus shall include all information reasonably requested by such other party to be included therein. Each of Sequential and MSLO shall promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 or Proxy Statement/Prospectus and shall provide the other with copies of all correspondence between it and its Representatives, on one hand, and the SEC, on the other hand. Each of Sequential and MSLO shall use its reasonable best efforts to respond as promptly as practicable to any comments of from the SEC with respect to the Schedule 13E-3Form S-4 or Proxy Statement/Prospectus. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to Notwithstanding the Company in the preparationforegoing, filing, and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3, the Company shall promptly notify Parent and Merger Sub, and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the staff of the SEC, on the other hand. Prior prior to filing the Schedule 13E-3 Form S-4 (or any amendment or supplement thereto) or mailing the Proxy Statement/Prospectus (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company each of Sequential and MSLO (i) shall provide Parent and Merger Sub with a reasonable the other an opportunity to review and comment on such document or response (including the proposed final version of such document or response; ) and (ii) shall consider include in good faith such document or response all additions, deletions or changes comments reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company Recommendation, the Company shall not be required to provide Parent or Merger Sub with the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosure. (b) Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing, and mailing/distribution of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactionsother. Each of ParentSequential and MSLO shall advise the other, Merger Sub and the Company agreespromptly after receipt of notice thereof, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the shareholders of effectiveness of the CompanyForm S-4, contain the issuance of any untrue statement stop order relating thereto or the suspension of a material factthe qualification of shares of TopCo Common Stock for offering or sale in any jurisdiction, and each of Sequential and MSLO shall use its reasonable best efforts to have any such stop order or omit suspension lifted, reversed or otherwise terminated. Sequential shall also cause TopCo to state a material fact take any other action required to be made therein, or necessary in order to make the statements made, in the light of the circumstances taken under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” laws and any other applicable Laws the rules and that all information supplied by such party for inclusion or incorporation by reference regulations thereunder in such document will not contain any untrue statement of a material factconnection with the Mergers, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light issuance of the circumstances Merger Consideration and the issuance of shares of TopCo Common Stock under which they were made, not misleadingthe Sequential Benefit Plans. If at any time prior to the Effective Time, Time any event or circumstance information relating to ParentSequential, Merger Sub or the CompanyMSLO, TopCo, or any of their respective Affiliates, officers or directors, should be discovered by Sequential, MSLO or TopCo that should be set forth in an amendment or a supplement to any of the Schedule 13E-3 Form S-4 or the Proxy Statement/Prospectus, so that any of such document documents would not include any misstatement of a material fact or omit to state a any material fact required to be made therein, or necessary in order to make the statements madetherein, in the light of the circumstances under which they were made, not misleading, the party discovering which discovers such event or circumstance information shall promptly inform notify the other parties hereto and an appropriate amendment or supplement describing such event or circumstance information shall be promptly filed with the SEC and disseminated to the shareholders of the Company and, to the extent required by Law; provided that prior law, disseminated to such filing, the Company stockholders of Sequential 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 thereonMSLO. (cb) As soon MSLO shall use its reasonable best efforts to, as reasonably promptly as practicable after the SEC staff confirms that it has no further comments on Form S-4 is declared effective under the Schedule 13E-3Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the Company “MSLO Stockholders Meeting”), and shall within five Business Days of the effectiveness of the Form S-4 publicly announce the date of the MSLO Stockholders Meeting, in accordance with the DGCL and MSLO’s certificate of incorporation and bylaws for the purpose of obtaining the MSLO Stockholder Approval and shall, subject to the provisions of Section 5.5, through its Board of Directors, recommend to its stockholders the adoption and approval of this Agreement. MSLO may only postpone or adjourn the MSLO Stockholders Meeting (i) establish a record date to solicit additional proxies for determining shareholders the purpose of obtaining the Company to whom the Schedule 13E-3 will be mailed or distributed (the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law; MSLO Stockholder Approval, (ii) mail for the absence of a quorum, (iii) with the consent of Sequential or distribute (iv) to allow reasonable additional time for the filing and/or mailing of any supplemental or amended disclosure that MSLO has determined after consultation with outside legal counsel is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of MSLO prior to the MSLO Stockholders Meeting. MSLO shall use its reasonable best efforts to (i) cause the Proxy Statement/Prospectus to be mailed or distributed to MSLO’s stockholders as promptly as practicable after the Schedule 13E-3 Form S-4 is declared effective under the Securities Act and to hold the MSLO Stockholders Meeting as soon as practicable after the Form S-4 becomes effective and (ii) subject to the holders provisions of SharesSection 5.5, including Shares represented by ADSssolicit the MSLO Stockholder Approval. MSLO shall, as through the MSLO Board, recommend to its stockholders that they vote in favor of the Record Date; MSLO Merger and (iii) instruct shall include such recommendation in the Depositary Proxy Statement/Prospectus, except to (A) fix the Record Date extent that the MSLO Board shall have made an Adverse Recommendation Change as permitted by Section 5.5. MSLO agrees, subject to Section 5.5, that its obligations pursuant to this Section 6.1 shall not be affected by the record date for determining the holders commencement, public proposal, public disclosure or communication to MSLO of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS Holdersany Acquisition Proposal.

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

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

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

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

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

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

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

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

Additional Agreements. Section 7.1 Schedule 13E-3. (a) As soon as reasonably practicable following Both CEC and Farmee will promptly sign or cause its respective duly authorized representatives to sign and thereby bind the date hereof but individual Parties in the event any event within twenty (20) Business Days after other contracts, filings, declarations or agreements that are required or may become required to give full force and effect to and facilitate actions relating to and including without limitation the date hereofFarm Out, the CompanyJoint Venture, Parent and Merger Sub shall jointly prepare and cause to be filed with the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 (such Schedule 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3”). Each of the Company, Parent and Merger Sub shall use its reasonable best efforts to ensure that the Schedule 13E-3 complies in all material respects with the requirements of the Exchange Act PSC activities and the rules and regulations promulgated thereunder. Each of the Company, Parent and Merger Sub shall use its reasonable best efforts to respond promptly to any comments of the SEC with respect to the Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to the Company in the preparation, filing, and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the staff of the SEC or any request from the SEC or its staff consideration payable for amendments or supplements to the Schedule 13E-3, the Company shall promptly notify Parent and Merger Sub, and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the staff of the SEC, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable opportunity to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company Recommendation, the Company shall not be required to provide Parent or Merger Sub with the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosuresame. (b) Each Until such time as Farmee has fully discharged its obligations under the Notes, Farmee covenants and agrees to immediately apply upon receipt and make partial prepayment thereby against the Notes twenty-five (25%) of the Company, Parent any and Merger Sub shall promptly furnish all information concerning such party to the others cash proceeds received directly by Farmee as may be reasonably requested in connection with the preparation, filing, a result of any and mailing/distribution all farm outs or sales of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied Working Interests made by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the shareholders of the Company, contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time, any event or circumstance relating to Parent, Merger Sub or the Company, or their respective Affiliates, officers or directors, should be discovered that should be set forth in an amendment or a supplement to the Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, the party discovering such event or circumstance shall promptly inform the other parties and an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC and disseminated to the shareholders of the Company to the extent required by Law; provided that prior to such filing, the Company and Parent, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereonFarmee. (c) As soon Until such time as reasonably practicable after CEC has fully discharged its obligations to the SEC staff confirms that Original Vendors pursuant to the Bengara-II and Yapen Share Purchase Agreements, CEC covenants and agrees to immediately apply upon receipt and make partial prepayment thereby against such obligations twenty-five (25%) of any and all cash proceeds received directly by CEC as a result of any and all farm outs or sales of Working Interests made by CEC. (d) CEC covenant that, not later than January 21, 2000, or such later date as Farmee may agree, it has no further comments on will obtain a written agreement from each of the Schedule 13E-3Original Vendors, the Company shall in a form satisfactory to Farmee, whereby they release CEC and its successors and assigns from: (i) establish a record date for determining shareholders all obligations under Article VII of each of the Company to whom the Schedule 13E-3 will be mailed or distributed Bengara II and Yapen Share Purchase Agreements (the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law"Release"); (ii) mail all restrictions on encumbering, pledging or distribute or cause to be mailed or distributed hypothecating the Schedule 13E-3 to the holders shares of Shares, including Shares represented by ADSs, Apex Bengara as per Paragraph 4 of the Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders promissory notes dated September 30, 1998, made by CEC in favor of ADSs to whom the Schedule 13E-3 will be mailed/distributed Apex vendors (the “Record ADS Holders”) "Waiver"). The delivery of the Release and (B) provide the Schedule 13E-3 Waiver shall be conditions precedent to all Record ADS Holdersdelivery of installment payments 2 and 3 by Farmee.

Additional Agreements. Section 7.1 Schedule 13E-3SECTION 6.1 Preparation of the Form S-4 and the Joint Proxy Statement; Company Stockholders Meeting and Parent Stockholders Meeting. (a) As soon as reasonably practicable following the date hereof but in any event within twenty (20i) Business Days after the date hereof, the Company, Parent and Merger Sub the Company shall jointly prepare and cause to be filed with the SEC (and use commercially reasonable efforts to do so within thirty (30) Business Days following the date of this Agreement) a Rule 13e-3 transaction joint proxy statement on Schedule 13E-3 to be sent to the stockholders of Parent and the stockholders of the Company relating to the Parent Stockholders Meeting and the Company Stockholders Meeting (such Schedule 13E-3together with any amendments or supplements thereto, as amended or supplemented, being referred to herein as the “Schedule 13E-3Joint Proxy Statement”). Each ) and (ii) Parent shall prepare and cause to be filed with the SEC (and use commercially reasonable efforts to do so within thirty (30) Business Days following the date of this Agreement) the CompanyForm S-4, in which the Joint Proxy Statement will be included as a prospectus, and Parent and Merger Sub shall use its commercially reasonable best efforts to ensure that have the Schedule 13E-3 complies Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Form S-4 effective as long as is necessary to consummate the Transactions. The parties will cause the Joint Proxy Statement and the Form S-4 to comply as to form in all material respects with the requirements applicable provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunderother applicable Law. Each of the CompanyCompany and Parent shall furnish all information concerning such Person and its Affiliates to the other, Parent and Merger Sub shall use its reasonable best efforts to respond promptly to any comments provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the SEC with respect to the Schedule 13E-3Form S-4 and Joint Proxy Statement. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to the Company in and Parent shall promptly notify the preparation, filing, and mailing/distribution of other upon 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, Form S-4 or Joint Proxy Statement and shall provide Parent the other with copies drafts of all correspondence between the Company it and its representativesRepresentatives, on the one hand, and the staff of the SEC, on the other hand. Prior Each of the Company and Parent shall use its commercially reasonable efforts to respond as promptly as reasonably practicable to any comments from the SEC with respect to the Form S-4 or Joint Proxy Statement. Notwithstanding the foregoing, prior to filing the Schedule 13E-3 Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect theretothereto (in each case, other than any filing, amendment or supplement in connection with a Company Adverse Recommendation Change or Parent Adverse Recommendation Change), each of the Company and Parent (i) shall provide Parent and Merger Sub with the other a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response; and ), (ii) shall consider include in good faith such document or response all additions, deletions or changes comments reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 the other and (iii) shall limit not file or preclude the Board mail such document or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein respond to the contrarySEC prior to receiving the approval of the other, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company Recommendation, the Company which approval shall not be required to provide Parent unreasonably withheld, conditioned or Merger Sub with the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by delayed. Each of the Company with and Parent shall advise the SECother, with respect promptly after receipt of notice thereof, of the time of effectiveness of the Form S-4, the issuance of any stop order relating thereto or the suspension of the qualification of the Merger Consideration for offering or sale in any jurisdiction, and each of the Company and Parent shall use its commercially reasonable efforts to have any such disclosure. (b) Each stop order or suspension lifted, reversed or otherwise terminated. None of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing, and mailing/distribution of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or any of their respective Representatives shall agree to participate in any material or substantive meeting or conference (including by telephone) with the CompanySEC, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed member of the staff thereof, in respect of the Joint Proxy Statement or to be filed the Form S-4 unless it consults with the SEC other party in connection with advance and, to the Transactionsextent permitted by the SEC, will, as allows the other party to participate. Each of the time such documents (or Company and Parent shall use its commercially reasonable efforts to take any amendment thereof or supplement thereto) are mailed to the shareholders of the Company, contain any untrue statement of a material fact, or omit to state a material fact other action required to be made therein, or necessary in order to make the statements made, in the light of the circumstances taken by it under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the DGCL and the rules of the NYSE in connection with the filing and distribution of the Joint Proxy Statement and the Form S-4, and the solicitation of proxies from the stockholders of each of the Company and Parent thereunder. Parent shall also take any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference action (other than qualifying to do business in such document will any jurisdiction in which it is not contain any untrue statement of a material fact, or omit to state a material fact now so qualified) required to be made thereintaken under the Securities Act, the Exchange Act, any applicable state securities or necessary “blue sky” laws and the rules and regulations thereunder in order to make connection with the statements made, in the light of the circumstances under which they were made, not misleading. Transactions. (b) If at any time prior to the Effective Time, any event occurs with respect to Parent or circumstance relating any Parent Subsidiary, or any change occurs with respect to Parent, Merger Sub other information supplied by Parent for inclusion in the Joint Proxy Statement or the CompanyForm S-4, or their respective Affiliates, officers or directors, should which is required to be discovered that should be set forth described in an amendment of, or a supplement to to, the Schedule 13E-3 Joint Proxy Statement or the Form S-4, so that either such document would not include any misstatement of a material fact or omit to state a any material fact required to be made therein, stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, Parent shall promptly notify the Company of such event, and the Company and Parent shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Joint Proxy Statement or the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to Parent’s stockholders and the Company’s stockholders. Nothing in this Section 6.1(b) shall limit the obligations of any party under Section 6.1(a). (c) If prior to the Effective Time, any event occurs with respect to the Company or any Company Subsidiary, or any change occurs with respect to other information supplied by the Company for inclusion in the Joint Proxy Statement or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement or the Form S-4, so that either such document would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party discovering such event or circumstance Company shall promptly inform notify Parent of such event, and the other parties Company and an appropriate Parent shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement describing such event or circumstance shall be promptly filed with the SEC and disseminated to the shareholders of Joint Proxy Statement or the Company to the extent Form S-4 and, as required by Law; provided that prior to such filing, in disseminating the Company and Parent, as the case may be, shall consult with each other with respect to information contained in such amendment or supplement to Parent’s stockholders and the Company’s stockholders. Nothing in this Section 6.1(c) shall afford limit the other obligations of any party and their Representatives a reasonable opportunity to comment thereonunder Section 6.1(a). (cd) As Parent shall, as soon as reasonably practicable following the date of this Agreement, duly call, give notice of, convene and hold the Parent Stockholders Meeting to seek the Parent Stockholder Approvals. Parent shall use its commercially reasonable efforts to (i) cause the Joint Proxy Statement to be mailed to Parent’s stockholders and to hold the Parent Stockholders Meeting as soon as reasonably practicable after the SEC staff confirms Form S-4 is declared effective under the Securities Act and (ii) solicit the Parent Stockholder Approval. Parent shall, through the Parent Board, recommend to its stockholders that it has no further comments on they give the Schedule 13E-3Parent Stockholder Approval and shall include such recommendation in the Joint Proxy Statement, except to the extent that the Parent Board shall have made a Parent Adverse Recommendation Change as permitted by Section 5.4(d). (e) 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 to seek the Company Stockholder Approvals. The Company shall use its commercially reasonable efforts to (i) establish cause the Joint Proxy Statement to be mailed to the Company’s stockholders and to hold the Company Stockholders Meeting as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act and (ii) solicit the Company Stockholder Approval. The Company shall, through the Company Board, recommend to its stockholders that they give the Company Stockholder Approval and shall include such recommendation in the Joint Proxy Statement, except to the extent that the Company Board shall have made a record date for determining shareholders Company Adverse Recommendation Change as permitted by Section 5.3(d). (f) The Company shall use its commercially reasonable efforts to hold the Company Stockholders Meeting on the day of the Parent Stockholders Meeting, and Parent shall use its commercially reasonable efforts to hold the Parent Stockholders Meeting on the day of the Company Stockholders Meeting, in each case, subject to whom the Schedule 13E-3 will be mailed or distributed (the “Record Date”Section 6.1(d) and Section 6.1(e). (g) Promptly following the execution of this Agreement, Parent, in its capacity as the sole stockholder of Merger Sub, shall not change adopt this Agreement and furnish a true and complete copy of such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 adoption to the holders of Shares, including Shares represented by ADSs, as of the Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS HoldersCompany.

Additional Agreements. Section 7.1 8.01 Proxy Statement and Schedule 13E-3. (a) . As soon promptly as reasonably practicable following the date hereof but in any event within twenty (20) Business Days after the date hereof, the Company, with the assistance of Parent and Merger Sub Sub, shall jointly prepare and 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 “Proxy Statement”) and a Rule 13e-3 transaction statement on Schedule 13E-3 (such Schedule 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3”), 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 to ensure so that the Proxy Statement and the Schedule 13E-3 complies will comply in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. 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 reasonably practicable, to any comments received from the staff of the 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 amendments or supplements necessary to be filed in response to any such comments or as required by Law; (c) have cleared by the staff of the SEC the Proxy Statement and the Schedule 13E-3; and (d) to the extent required by applicable Law, as promptly as reasonably practicable, prepare, file and distribute to the Stockholders any supplement or amendment to the Proxy Statement or the Schedule 13E-3 if any event shall occur which requires such action at any time prior to the Stockholders’ Meeting. Each of the Company, Parent and Merger Sub shall use its reasonable best efforts promptly furnish all information concerning such party to respond promptly to any comments the other parties as may be reasonably requested in connection with the preparation, filing and distribution of the SEC with respect to Proxy Statement and the Schedule 13E-3. Each of The Company shall promptly notify Parent and Merger Sub shall provide reasonable assistance and cooperation to upon the Company in the preparation, filing, and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the staff of the SEC or its staff with respect to the Proxy Statement or the Schedule 13E-3 and of any request from requests by the SEC or its staff for any amendments or supplements to the Proxy Statement or the Schedule 13E-3, the Company 13E-3 and shall promptly notify Parent and Merger Sub, and shall provide Parent with copies of all written correspondence between the Company it and its representativesRepresentatives, on the one hand, and the SEC and its staff, on the other hand. Parent shall promptly provide the Company with copies of any requests by the SEC or its staff for any amendments or supplements to the Schedule 13E-3 and with copies of all written correspondence between it and its Representatives, on the SECone hand, and the SEC and its staff, on the other hand. Prior to filing or mailing of the Proxy Statement and the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall (i) shall provide Parent and Merger Sub with a reasonable opportunity to review and comment on such document or response; response and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company Recommendation, the Company shall not be required to provide Parent or Merger Sub with the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) and its Representatives. If at any time prior to the Schedule 13E-3 or Stockholders’ Meeting, any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect information relating to such disclosure. (b) Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing, and mailing/distribution of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or any of their respective Affiliates, officers or directors is discovered by the Company, as applicable, expressly for inclusion Merger Sub or incorporation by reference Parent which should be set forth in an amendment or supplement to the Proxy Statement and/or the Schedule 13E-3 or any other documents filed or to be filed with so that the SEC in connection with Proxy Statement and/or the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the shareholders of the Company, Schedule 13E-3 shall not contain any untrue statement of a material fact, fact or omit to state a any material fact required to be made therein, stated therein or necessary in order to make the statements madetherein, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time, any event or circumstance relating to Parent, Merger Sub or the Company, or their respective Affiliates, officers or directors, should be discovered that should be set forth in an amendment or a supplement to the Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were are made, not misleading, the party discovering which discovers such event or circumstance information shall promptly inform notify the other parties hereto and an appropriate amendment or supplement describing such event or circumstance information shall be promptly filed with the SEC and disseminated to the shareholders of the Company and, to the extent required by Law; provided that prior to such filing, the Company and Parent, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereon. (c) As soon as reasonably practicable after the SEC staff confirms that it has no further comments on the Schedule 13E-3, the Company shall (i) establish a record date for determining shareholders of the Company to whom the Schedule 13E-3 will be mailed or distributed (the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 , disseminated to the holders of Shares, including Shares represented by ADSs, as of the Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS HoldersStockholders.

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

Additional Agreements. Section 7.1 7.01 Proxy Statement and Schedule 13E-3. (a) As soon as reasonably practicable following the date hereof but in any event within twenty (20) Business Days after the date hereofof this Agreement, the Company, with the assistance of Parent and Merger Sub Sub, shall jointly prepare a proxy statement relating to the authorization and cause to be filed with approval of this Agreement, the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 Plan of Merger and the Transactions (such Schedule 13E-3proxy statement, as amended or supplemented, being referred to herein as the “Schedule 13E-3Proxy Statement”). Each Concurrently with the preparation of the Proxy Statement, the Company, Parent and Merger Sub shall use its reasonable best efforts to ensure that the Schedule 13E-3 complies in all material respects jointly prepare and file with the requirements of the Exchange Act and the rules and regulations promulgated thereunderSEC a Schedule 13E-3. Each of the The Company, with the assistance of Parent and Merger Sub shall use its reasonable best efforts to (i) respond as promptly as reasonably practicable to any comments of the SEC with respect to the Schedule 13E-3. Each of Parent ; and Merger Sub shall provide (ii) use commercially reasonable assistance and cooperation efforts to the Company in the preparation, filing, and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the staff of have the SEC or any request from the SEC or its staff for amendments or supplements to confirm that it has no further comments thereto; provided, however, that no filing of the Schedule 13E-3, any amendments or supplements thereto, or any response to the SEC and no mailing of the Proxy Statement will be made by the Company shall promptly notify unless 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 counsel has had a reasonable opportunity to review and comment on such document or response; and (ii) propose comments which the Company shall consider in good faith all additionsfaith; provided, deletions or changes reasonably proposed by Parent in good faith, providedfurther, however, that nothing in this Section 7.1 7.01(a) shall limit or preclude the ability of the Company Board (or the Special Committee from effecting Committee) to effect a Change in the Company Recommendation. The Company and Parent shall cooperate to distribute to the shareholders of the Company any supplement or amendment to the Proxy Statement if any event shall occur or any information be discovered which requires such action at any time prior to the Company Shareholders’ Meeting. The Company will cause the information relating to the Company for inclusion in the Schedule 13E-3 and the Proxy Statement, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the time of the Company Shareholders’ Meeting, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation, warranty, covenant or agreement is made by the Company with respect to information supplied by Parent for inclusion or incorporation by reference in the Proxy Statement. (b) Parent shall provide to the Company all information concerning Parent and Merger Sub as may be reasonably requested by the Company in connection with the Schedule 13E-3 and the Proxy Statement and shall otherwise assist and cooperate with the Company in the preparation of the Schedule 13E-3 and the Proxy Statement and resolution of comments of the SEC or its staff related thereto. Parent will cause the information relating to Parent or Merger Sub supplied by it for inclusion in the Schedule 13E-3 and the Proxy Statement, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the time of the Company Shareholders’ Meeting, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation or warranty is made by Parent or Merger Sub with respect to information supplied by the Company for inclusion or incorporation by reference in the Proxy Statement. Each of Parent and Merger Sub will furnish to the Company the information relating to it required by the Exchange Act to be set forth in the Schedule 13E-3 and the Proxy Statement promptly following request therefor from the Company. (c) Notwithstanding the foregoing or anything else herein to the contrary, and subject to compliance with the terms of Section 6.2(e)7.03, in connection with any disclosure regarding a Change in the Company Recommendation, the Company shall not be required to provide Parent or Merger Sub with the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) the Schedule 13E-3 or the Proxy Statement, or any amendment or supplement thereto, or any comments thereon or another any other filing by the Company with the SEC, with respect to such disclosure. (b) Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing, and mailing/distribution of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the shareholders of the Company, contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time, any event or circumstance relating to Parent, Merger Sub or the Company, or their respective Affiliates, officers or directors, should be discovered that should be set forth in an amendment or a supplement to the Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, the party discovering such event or circumstance shall promptly inform the other parties and an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC and disseminated to the shareholders of the Company to the extent required by Law; provided that prior to such filing, the Company and Parent, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereon. (c) As soon as reasonably practicable after the SEC staff confirms that it has no further comments on the Schedule 13E-3, the Company shall (i) establish a record date for determining shareholders of the Company to whom the Schedule 13E-3 will be mailed or distributed (the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 to the holders of Shares, including Shares represented by ADSs, as of the Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS Holders.

Additional Agreements. Section 7.1 Schedule 13E-3. (a) As soon as reasonably practicable following The Company agrees to provide the date hereof but in any event within twenty (20) Business Days after the date hereof, the Company, Parent Applicable Underwriters with a copy of reports and Merger Sub shall jointly prepare statements and cause other documents to be filed with by the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 (such Schedule 13E-3Company pursuant to Section 13, as amended 14 or supplemented, being referred to herein as the “Schedule 13E-3”). Each of the Company, Parent and Merger Sub shall use its reasonable best efforts to ensure that the Schedule 13E-3 complies in all material respects with the requirements 15(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each a reasonable amount of the Company, Parent and Merger Sub shall use its reasonable best efforts to respond promptly time prior to any comments of proposed filing for so long as a prospectus is required by the SEC Securities Act to be delivered (whether physically or through compliance with respect to Rule 172 under the Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to the Company in the preparation, filing, and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the staff of the SEC Securities Act 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 theretosimilar rule) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable opportunity to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company Recommendation, the Company shall not be required to provide Parent or Merger Sub with the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosure.sale of Notes; (b) Each of Applicable Underwriter severally covenants and agrees with the Company that such Applicable Underwriter has not offered or sold and will not offer or sell, without the Company’s consent, Parent and Merger Sub shall promptly furnish all information concerning such party to any Notes by means of any “free writing prospectus” (as defined in Rule 405 under the others as may be reasonably requested in connection with the preparation, filing, and mailing/distribution of the Schedule 13E-3 or any other documents filed or Securities Act) that is required to be filed by the Applicable Underwriter with the SEC in connection with Commission pursuant to Rule 433 under the Transactions. Securities Act, other than a Permitted Free Writing Prospectus. (c) Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, willPermitted Free Writing Prospectus, as of its issue date and all subsequent times through the time such documents completion of the offer and sale of the Notes (unless the Company has notified the Applicable Underwriters as described in the next sentence), did not, does not and will not include any information that conflicted, conflicts or any amendment thereof will conflict (within the meaning of Rule 433(c)) with the information then contained in the Registration Statement, Disclosure Package or supplement thereto) are mailed the Prospectus. If, prior to the shareholders completion of the Companyoffer and sale of the Notes, contain at any time following issuance of a Permitted Free Writing Prospectus there occurred or occurs an event or development, the result of which such Permitted Free Writing Prospectus conflicted, conflicts or would conflict with the information then contained in the Registration Statement, the Disclosure Package or the Prospectus or included, includes or would include an untrue statement of a material factfact or omitted, omits or would omit to state a material fact required to be made therein, or necessary in order to make the statements madetherein, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees prevailing at that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time, any event or circumstance relating to Parent, Merger Sub or the Company, or their respective Affiliates, officers or directors, should be discovered that should be set forth in an amendment or a supplement to the Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were madesubsequent time, not misleading, the party discovering such event or circumstance shall Company will promptly inform (i) notify the other parties Applicable Underwriters and an appropriate amendment (ii) amend or supplement describing such event Permitted Free Writing Prospectus to eliminate or circumstance shall correct such conflict, untrue statement or omission. (d) The Company represents and agrees that, other than the final term sheet prepared and filed pursuant to clause (e) below, it has not made and, unless it obtains the prior consent of the Applicable Underwriters, will not make any offer relating to the Notes that would constitute a “free writing prospectus,” as defined in Rule 405 under the Securities Act, required to be promptly filed with the SEC Commission. The Company represents that it has complied and disseminated will comply with the requirements of Rule 433 under the Securities Act applicable to each and every Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. (e) The Company will prepare a final term sheet relating to the shareholders final terms of the Company Notes and, will file such final term sheet within the period required by Rule 433(d)(5)(ii) under the Securities Act following the date such final terms have been established for such Notes. Notwithstanding anything to the extent required by Law; provided that prior to such filingcontrary contained in the Distribution Agreement (including Section 5(a) of the Distribution Agreement), the Company and Parent, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereon. (c) As soon as reasonably practicable after the SEC staff confirms that it has no further comments on the Schedule 13E-3, the Company shall (i) establish a record date for determining shareholders of the Company to whom the Schedule 13E-3 will be mailed or distributed (the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 consents to the holders use by any Applicable Underwriter of Sharessuch final term sheet, including Shares represented by ADSs, a copy of which is attached as of the Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS HoldersExhibit A hereto.

Additional Agreements. Section 7.1 Schedule 13E-3. (a) As soon as reasonably practicable Unless the Company or the Board has breached any material provision of this Agreement and failed to cure such breach within five (5) business days following the date hereof but receipt of written notice from the Icahn Group specifying any such breach, solely in any event within twenty connection with the 2021 Annual Meeting, each member of the Icahn Group shall (201) Business Days after cause, in the date hereofcase of all Voting Securities (as defined below) owned of record, the Company, Parent and Merger Sub shall jointly prepare (2) instruct and cause the record owner, in the case of all shares of Voting Securities beneficially owned but not owned of record, directly or indirectly, by it, or by any Icahn Affiliate, in each case as of the record date of the 2021 Annual Meeting or as to which the member of the Icahn Group otherwise has the power to vote or direct the vote, in each case that are entitled to vote at the 2021 Annual Meeting, to be filed with present for quorum purposes and to be voted, at the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 2021 Annual Meeting or at any adjournment or postponement thereof, (such Schedule 13E-3A) for each nominee recommended by the Board for election at the 2021 Annual Meeting, as amended or supplemented, being referred to herein as (B) against any nominees that are not nominated by the “Schedule 13E-3”). Each Board for election at the 2021 Annual Meeting and (C) in favor of the ratification of the Company, Parent and Merger Sub shall use its reasonable best efforts to ensure that the Schedule 13E-3 complies in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder’s auditors. Each of the Company, Parent and Merger Sub shall use its reasonable best efforts to respond promptly to any comments of the SEC with respect to the Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to the Company Except as provided in the preparation, filing, foregoing sentence and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3in Section 2(b), the Company shall promptly notify Parent and Merger Sub, and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the staff of the SEC, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable opportunity to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company Recommendation, the Company Icahn Group shall not be required to provide Parent restricted from voting “For,” “Against” or Merger Sub with “Abstaining” from any other proposals at the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosure2021 Annual Meeting. (b) Each Unless the Company or the Board has breached any material provision of this Agreement and failed to cure such breach within five (5) business days following the receipt of written notice from the Icahn Group specifying any such breach, for any annual meeting or special meeting of shareholders subsequent to the 2021 Annual Meeting, if the Board has agreed to nominate the Icahn Designees (or Replacement Designees) then serving on the Board for election at such annual meeting or special meeting and the Icahn Designees have consented to be nominated at such annual meeting or special meeting, each member of the Icahn Group shall (1) cause, in the case of all Voting Securities owned of record, and (2) instruct and cause the record owner, in the case of all shares of Voting Securities beneficially owned but not owned of record, directly or indirectly, by it, or by any Icahn Affiliate, in each case as of the record date of the applicable annual meeting or special meeting or as to which the member of the Icahn Group otherwise has the power to vote or direct the vote, in each case that are entitled to vote at such annual meeting or special meeting, to be present for quorum purposes and to be voted at such annual meeting or special meeting or at any adjournment or postponement thereof, (A) for each director nominated by the Board for election at such annual meeting or special meeting, (B) against any nominees that are not nominated by the Board for election at such annual meeting or special meeting and (C) in favor of the ratification of the Company’s auditors. Except as provided in the foregoing sentence, Parent and Merger Sub the Icahn Group shall promptly furnish all information concerning such party to the others as may not be reasonably requested in connection with the preparation, filing, and mailing/distribution of the Schedule 13E-3 restricted from voting “For,” “Against” or “Abstaining” from any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the shareholders of the Company, contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. If proposals at any time prior to annual meeting or special meeting following the Effective Time, any event or circumstance relating to Parent, Merger Sub or the Company, or their respective Affiliates, officers or directors, should be discovered that should be set forth in an amendment or a supplement to the Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, the party discovering such event or circumstance shall promptly inform the other parties and an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC and disseminated to the shareholders of the Company to the extent required by Law; provided that prior to such filing, the Company and Parent, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereon2021 Annual Meeting. (c) As soon as reasonably practicable after the SEC staff confirms that it has no further comments on the Schedule 13E-3, the Company shall (i) establish a record date for determining shareholders of the Company to whom the Schedule 13E-3 will be mailed or distributed (the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 to the holders of Shares, including Shares represented by ADSs, as of the Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS Holders.

Additional Agreements. Section 7.1 Schedule 13E-3SECTION 5.1 PREPARATION OF FORM S-4 AND THE PROXY STATEMENT; STOCKHOLDERS' MEETING. (a) As promptly as reasonably practicable after the execution of this Agreement, (i) the Company shall prepare and file with the SEC a proxy statement relating to the meeting of the Company's stockholders to be held to obtain the Company Stockholder Approval (together with any amendments thereof or supplements thereto, the "PROXY STATEMENT") and (ii) Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the "FORM S-4") in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company pursuant to the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the Form S-4 to become effective as promptly as practicable, and shall take all or any action required under any applicable federal or state securities laws in connection with the issuance of shares of Parent Common Stock pursuant to the Merger. Each of Parent and the Company shall furnish all information concerning itself to the other as the other may reasonably request in connection with such actions and the preparation of the Form S-4 and Proxy Statement. The Company authorizes Parent to utilize in the Form S-4 and in all such state filed materials, the information concerning the Company and its subsidiaries provided to Parent in connection with, or contained in, the Proxy Statement. Parent promptly will advise the Company when the Form S-4 has become effective and of any supplements or amendments thereto, and the Company shall not distribute any written material that would constitute, as advised by counsel to the Company, a "prospectus" relating to the Merger or the Parent Common Stock within the meaning of the Securities Act or any applicable state securities law without the prior written consent of Parent. As promptly as practicable after the Form S-4 shall have become effective, the Company and Parent shall mail the Proxy Statement to the Company's stockholders. (b) Parent agrees promptly to advise the Company if at any time prior to the meeting of stockholders of the Company to approve the Merger any information provided by it in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable law after the mailing thereof to the stockholders of the Company. (c) The Company agrees promptly to advise Parent if at any time prior to the meeting of its stockholders any information provided by it in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide Parent with the information needed to correct such inaccuracy or omission. The Company will furnish Parent with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to the Company and its subsidiaries, to comply with applicable law after the mailing thereof to stockholders of the Company. (d) As soon as reasonably practicable following the date hereof but in any event within twenty (20) Business Days after the date hereof, the Company, Parent and Merger Sub shall jointly prepare and cause to be filed with the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 (such Schedule 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3”). Each of the Company, Parent and Merger Sub shall use its reasonable best efforts to ensure that the Schedule 13E-3 complies in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Each of the Company, Parent and Merger Sub shall use its reasonable best efforts to respond promptly to any comments of the SEC with respect to the Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to the Company in the preparation, filing, and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3this Agreement, the Company shall promptly notify Parent call and Merger Subhold a meeting of its stockholders (the "COMPANY STOCKHOLDERS' MEETING") for the purpose of obtaining the Company Stockholder Approval. The Company shall use its best efforts to solicit from its stockholders proxies, and shall provide Parent with copies take all other action necessary or advisable to secure the vote or consent of all correspondence between stockholders required by applicable law or otherwise to obtain the Company Stockholder Approval and through its representatives, on the one hand, and the staff Board of the SEC, on the other hand. Prior to filing the Schedule 13E-3 Directors shall (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable opportunity to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with their fiduciary duties) recommend to its stockholders the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company Recommendation, the Company shall not be required to provide Parent or Merger Sub with the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosure. (b) Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing, and mailing/distribution of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the shareholders of the Company, contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time, any event or circumstance relating to Parent, Merger Sub or the Company, or their respective Affiliates, officers or directors, should be discovered that should be set forth in an amendment or a supplement to the Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, the party discovering such event or circumstance shall promptly inform the other parties and an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC and disseminated to the shareholders giving of the Company to the extent required by Law; provided that prior to such filing, the Company and Parent, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereonStockholder Approval. (c) As soon as reasonably practicable after the SEC staff confirms that it has no further comments on the Schedule 13E-3, the Company shall (i) establish a record date for determining shareholders of the Company to whom the Schedule 13E-3 will be mailed or distributed (the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 to the holders of Shares, including Shares represented by ADSs, as of the Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS Holders.

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

Additional Agreements. Section 7.1 Schedule 13E-3. (a) As soon as reasonably practicable Unless the Company or the Board has breached any material provision of this Agreement and failed to cure such breach within five (5) business days following the date hereof but receipt of written notice from the Icahn Group specifying any such breach, solely in any event within twenty connection with the 2026 Annual Meeting, each member of the Icahn Group shall (201) Business Days after cause, in the date hereofcase of all Voting Securities owned of record, the Company, Parent and Merger Sub shall jointly prepare (2) instruct and cause the record owner, in the case of all shares of Voting Securities beneficially owned but not owned of record, directly or indirectly, by it, or by any Icahn Affiliate, in each case as of the record date of the 2026 Annual Meeting or as to which the member of the Icahn Group otherwise has the power to vote or direct the vote, in each case that are entitled to vote at the 2026 Annual Meeting, to be filed with present for quorum purposes and to be voted, at the SEC a 2026 Annual Meeting or at any adjournment or postponement thereof, (A) for each director nominated by the Board for election at such annual meeting, (B) against any nominees that are not nominated by the Board for election at the 2026 Annual Meeting, (C) against any stockholder proposal to increase the size of the Board or any other stockholder proposal (including any submitted pursuant to Rule 13e-3 transaction statement on Schedule 13E-3 14a-8 under the Securities Exchange Act of 1934) which the Board recommends Company stockholders vote against and (such Schedule 13E-3, as amended or supplemented, being referred to herein as D) in favor of the “Schedule 13E-3”). Each ratification of the Company, Parent and Merger Sub shall use its reasonable best efforts to ensure that the Schedule 13E-3 complies in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder’s auditors. Each of the Company, Parent and Merger Sub shall use its reasonable best efforts to respond promptly to any comments of the SEC with respect to the Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to the Company Except as provided in the preparation, filing, foregoing sentence and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3in Section 2(b), the Company shall promptly notify Parent and Merger Sub, and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the staff of the SEC, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable opportunity to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company Recommendation, the Company Icahn Group shall not be required to provide Parent restricted from voting “For”, “Against” or Merger Sub with “Abstaining” from any other proposals at the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosure2026 Annual Meeting. (b) Each Unless the Company or the Board has breached any material provision of this Agreement and failed to cure such breach within five (5) business days following the receipt of written notice from the Icahn Group specifying any such breach, that for any annual meeting of stockholders subsequent to the 2026 Annual Meeting, if the Board has agreed to nominate the Icahn Designee for election at such annual meeting and the Icahn Designee has consented to be nominated at such annual meeting, each member of the Icahn Group shall (1) cause, in the case of all Voting Securities owned of record, and (2) instruct and cause the record owner, in the case of all shares of Voting Securities beneficially owned but not owned of record, directly or indirectly, by it, or by any Icahn Affiliate, in each case as of the record date of the applicable annual meeting or as to which the member of the Icahn Group otherwise has the power to vote or direct the vote, in each case that are entitled to vote at such annual meeting, to be present for quorum purposes and to be voted at such annual meeting or at any adjournment or postponement thereof, (A) for each director nominated by the Board for election at such annual meeting, (B) against any (i) stockholder proposal to increase the size of the Board or any other stockholder proposal (including any submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934) which the Board recommends Company stockholders vote against and (ii) nominees that are not nominated by the Board for election at such annual meeting, and (C) in favor of the ratification of the Company’s auditors. Except as provided in the foregoing sentence, Parent the Icahn Group shall not be restricted from voting “For”, “Against” or “Abstaining” from any other proposals at any such annual meeting following the 2026 Annual Meeting. (c) Unless the Company or the Board has breached any material provision of this Agreement and Merger Sub failed to cure such breach within five (5) business days following the receipt of written notice from the Icahn Group specifying any such breach, that for any special meeting of stockholders, then so long as (x) any Icahn Designee (or Replacement Designee) is a member of the Board at the time of such special meeting or (y) the Icahn Group has the right to designate a Replacement Designee at such time (including at such special meeting), each member of the Icahn Group shall promptly furnish (1) cause, in the case of all information concerning such party to the others as may be reasonably requested in connection with the preparation, filingVoting Securities owned of record, and mailing/distribution (2) instruct and cause the record owner, in the case of all shares of Voting Securities beneficially owned but not owned of record, directly or indirectly, by it, or by any Icahn Affiliate, in each case as of the Schedule 13E-3 record date of the applicable special meeting or as to which the member of the Icahn Group otherwise has the power to vote or direct the vote, in each case that are entitled to vote at such special meeting, to be present for quorum purposes and to be voted at such special meeting or at any adjournment or postponement thereof, (A) for each director nominated or supported by the Board for election at such special meeting, and (B) against any (i) proposal to remove directors or increase the size of the Board or any other documents filed stockholder proposal (including any submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934) which the Board recommends Company stockholders vote against and (ii) nominees that are not nominated by the Board for election at such special meeting. Except as provided in the foregoing sentence, the Icahn Group shall not be restricted from voting “For”, “Against” or “Abstaining” from any other proposals at any such special meeting. (d) As used in this Agreement, the term “Voting Securities” shall mean the Common Shares that such person has the right to vote or has the right to direct the vote. For purposes of this Section 2, no person shall be, or be deemed to be, the “beneficial owner” of, or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied “beneficially own,” any securities beneficially owned by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the shareholders of the Company, contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time, any event or circumstance relating to Parent, Merger Sub or the Company, or their respective Affiliates, officers or directors, should be discovered that should be set forth in an amendment or a supplement to the Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, the party discovering such event or circumstance shall promptly inform the other parties and an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC and disseminated to the shareholders director of the Company to the extent required by Law; provided that prior to such filing, securities were acquired directly from the Company and Parentby such director as or pursuant to director compensation for serving as a director of the Company. For purposes of this Agreement, as (x) the case may be, term “Affiliate” shall consult with each other with respect to such amendment or supplement and shall afford have the other party and their Representatives a reasonable opportunity to comment thereon. (c) As soon as reasonably practicable after meaning set forth in Rule 12b-2 promulgated by the SEC staff confirms under the Exchange Act, and the term “Icahn Affiliate” shall mean such Affiliates that it has no further comments on are controlled by the Schedule 13E-3, the Company shall (i) establish a record date for determining shareholders members of the Company to whom the Schedule 13E-3 will be mailed or distributed (the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 to the holders of SharesIcahn Group, including Shares represented by ADSs, as of the Record Date; and (iiiy) instruct the Depositary to term “Associate” shall mean (A) fix the Record Date any trust or other estate in which such person has a substantial beneficial interest or as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) which such person serves as trustee or in a similar fiduciary capacity, and (B) provide any relative or spouse of such person, or any relative of such spouse, who has the Schedule 13E-3 to all Record ADS Holderssame home as such person or who is a director or officer of such person or of any of its parents or subsidiaries.

Additional Agreements. Section 7.1 Schedule 13E-35.1 Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As soon as reasonably practicable following the date hereof but in any event within twenty (20) Business Days after of this Agreement, ILG and MVW shall prepare, and MVW shall file with the date hereofSEC, the CompanyForm S-4, Parent and Merger Sub in which the Joint Proxy Statement shall jointly prepare and cause to be filed with the SEC included as a Rule 13e-3 transaction statement on Schedule 13E-3 (such Schedule 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3”)prospectus. Each of the Company, Parent ILG and Merger Sub MVW shall use its reasonable best efforts to ensure that have the Schedule 13E-3 complies in all material respects with Form S-4, including the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Each of the CompanyJoint Proxy Statement, Parent and Merger Sub shall use its reasonable best efforts to respond promptly to any comments of declared effective by the SEC under the Securities Act as promptly as practicable after such filing. ILG and MVW shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to Form S-4 or the Company in the preparation, filing, and mailing/distribution of the Schedule 13E-3 and the resolution of comments Joint Proxy Statement received from the SEC. Upon its receipt of any comments from the staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3, the Company shall promptly notify Parent and Merger Sub, and MVW 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 ILG with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 prior to filing such document or response; with the SEC, and (ii) shall consider in good faith with a copy of all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude such filings made with the Board or the Special Committee from effecting a Change in Company RecommendationSEC. Notwithstanding anything any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement or the Form S-4 shall be made without the approval of both ILG and subject to compliance with the terms of Section 6.2(e)MVW, in connection with any disclosure regarding a Change in Company Recommendation, the Company which approval shall not be required to provide Parent unreasonably withheld, conditioned or Merger Sub with the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, delayed; provided that with respect to such disclosure. (b) Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing, and mailing/distribution of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, by a party that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation are incorporated by reference in the Schedule 13E-3 Form S-4 or any Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other documents filed party or its business, financial condition or results of operations, or the combined entity; and provided, further that this approval right shall not apply with respect to information relating to an ILG Adverse Recommendation Change or a MVW Adverse Recommendation Change, if applicable. ILG shall use reasonable best efforts to cause the Joint Proxy Statement to be filed with mailed to ILG’s stockholders, and MVW shall use reasonable best efforts to cause the SEC Joint Proxy Statement to be mailed to MVW’s stockholders, in connection with each case as promptly as practicable after the TransactionsForm S-4 is declared effective under the Securities Act. MVW shall advise ILG promptly after it receives notice thereof, will, as of the time such documents (when the Form S-4 has become effective or any supplement or amendment thereof has been filed, the issuance of any stop order, or supplement thereto) are mailed to any request by the shareholders SEC for amendment of the Company, contain any untrue statement of a material fact, Joint Proxy Statement or omit to state a material fact required to be made therein, the Form S-4 or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub comments thereon and the Company further agrees that all documents that such party is responsible for filing with responses thereto or requests by the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleadingadditional information. If at any time prior to the Initial Holdco Merger Effective Time, Time any event or circumstance information relating to ParentILG, Merger Sub MVW or the Company, or any of their respective Affiliatesaffiliates, officers or directors, should be discovered by ILG or MVW that should be set forth in an amendment or a supplement to any of the Schedule 13E-3 Form S-4 or the Joint Proxy Statement, so that any of such document documents would not include any misstatement of a material fact or omit to state a any material fact required to be made therein, or necessary in order to make the statements madetherein, in the light of the circumstances under which they were made, not misleading, the party discovering which discovers such event or circumstance information shall promptly inform notify the other parties hereto and an appropriate amendment or supplement describing such event or circumstance information shall be promptly filed with the SEC and disseminated to the shareholders of the Company and, to the extent required by Applicable Law; provided , disseminated to the stockholders of ILG and MVW. (b) ILG 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 “ILG Stockholders Meeting”) in accordance with the DGCL solely for the purpose of obtaining the ILG Stockholder Approval and, if applicable, any approvals related thereto including the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith, and shall, subject to the provisions of Section 4.2(b), through its Board of Directors, recommend to its stockholders the approval of the ILG Merger and the Initial Holdco Merger. ILG may only postpone or adjourn the ILG Stockholders Meeting (i) to solicit additional proxies for the purpose of obtaining the ILG Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that ILG has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of ILG prior to such filingthe ILG Stockholders Meeting. In the event that subsequent to the date of this Agreement, the Company Board of Directors of ILG makes an ILG Adverse Recommendation Change, ILG nevertheless shall submit this Agreement to the holders of shares of ILG Common Stock for the purpose of obtaining the ILG Stockholder Approval unless this Agreement shall have been terminated in accordance with its terms prior to the ILG Stockholders Meeting. ILG shall permit MVW and Parent, as its Representatives to attend 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 thereonILG Stockholders Meeting. (c) As MVW 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 “MVW Stockholders Meeting”) in accordance with the DGCL solely for the purpose of obtaining the MVW Stockholder Approval and, if applicable, any approvals related thereto including the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith, and shall, subject to the provisions of Section 4.3(b), through its Board of Directors, recommend to its stockholders the approval of the issuance of shares of MVW Common Stock in the Initial Holdco Merger. MVW may only postpone or adjourn the MVW Stockholders Meeting (i) to solicit additional proxies for the purpose of obtaining the MVW Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that MVW has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of MVW prior to the MVW Stockholders Meeting. In the event that subsequent to the date of this Agreement, the Board of Directors of MVW makes a MVW Adverse Recommendation Change, MVW nevertheless shall submit this Agreement to the holders of shares of MVW Common Stock for the purpose of obtaining the MVW Stockholder Approval unless this Agreement shall have been terminated in accordance with its terms prior to the MVW Stockholders Meeting. MVW shall permit ILG and its Representatives to attend the MVW Stockholders Meeting. (d) ILG and MVW shall use reasonable best efforts to hold the ILG Stockholders Meeting and the MVW Stockholders Meeting on the same date and as soon as reasonably practicable after the SEC staff confirms that it has no further comments on the Schedule 13E-3, the Company shall (i) establish a record date for determining shareholders of the Company to whom the Schedule 13E-3 will be mailed or distributed (the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 to the holders of Shares, including Shares represented by ADSs, as of the Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS Holdersthis Agreement.

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

Additional Agreements. Section 7.1 Schedule 13E-35.1 Preparation of Form S-4 and the Proxy Statement; Stockholders Meeting. (a) As soon as reasonably practicable Promptly following the date hereof but in any event within twenty (20) Business Days after the date hereofof this Agreement, the Company, Parent Agouron and Merger Sub Warner-Lambert shall jointly prepare and cause to be filed Agouron shall file with the SEC the Pro▇▇ ▇▇▇▇▇▇▇▇▇, and Warner-Lambert shall prepare and file with the SEC the Form S- 4, in whi▇▇ ▇▇▇ ▇▇▇▇▇ ▇tatement will be included as a Rule 13e-3 transaction statement on Schedule 13E-3 (such Schedule 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3”)prospectus. Each of the Company, Parent Agouron and Merger Sub Warner-Lambert shall use its reasonable best efforts to ensure that have the Schedule 13E-3 complies in all material respects with Form S-▇ ▇▇▇▇▇▇▇▇ ▇▇▇ective under the requirements of the Exchange Securities Act and the rules and regulations promulgated thereunderas promptly as practicable after such filing. Each of the Company, Parent and Merger Sub shall Agouron will use its reasonable best efforts to respond cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Warner-Lambert shall also take any action (other than qualifying to do b▇▇▇▇▇▇▇ ▇▇ ▇▇▇ jurisdiction in which it is not now so qualified) required to be taken under any comments applicable state securities law in connection with the issuance of Warner-Lambert Common Stock in connection with the SEC with respect Merger, and Agouron s▇▇▇▇ ▇▇▇▇▇▇▇ ▇ll information concerning Agouron and the holders of Agouron Common Stock and rights to acquire Agouron Common Stock pursuant to the Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to the Company in the preparation, filing, and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3, the Company shall promptly notify Parent and Merger Sub, and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the staff of the SEC, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable opportunity to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes Agouron Stock Option Plans as may be reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e), required in connection with any disclosure regarding a Change in Company Recommendation, the Company shall not be required to provide Parent or Merger Sub with the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosure. (b) action. Each of the Company, Parent Warner-Lambert and Merger Sub Agouron shall promptly furnish all information concerning such party to the others itse▇▇ ▇▇ ▇▇▇ ▇▇▇▇r as may be reasonably requested in connection with any such action and the preparation, filing, filing and mailing/distribution of the Schedule 13E-3 or any other documents filed or to be filed with Form S-4 and the SEC in connection with preparation, filing and distribution of the TransactionsProxy Statement. Each of ParentAgouron, Warner-Lambert and Merger Sub each agree to correct any information prov▇▇▇▇ ▇▇ ▇▇ ▇▇▇ use in the Form S-4 or the Proxy Statement which shall have become false or misleading. (b) Agouron, acting through its Board of Directors, shall, subject to and in accordance with its Certificate of Incorporation and By-Laws, promptly and duly call, give notice of, convene and hold as soon as practicable following the date upon which the Form S-4 becomes effective a meeting of the holders of Agouron Common Stock (the "Agouron Stockholders Meeting") for the purpose of voting to approve and adopt this Agreement and the Company agreestransactions contemplated hereby, and (i) recommend approval and adoption of this Agreement and the transactions contemplated hereby, by the stockholders of Agouron and include in the Proxy Statement such recommendation and (ii) take all reasonable and lawful action to solicit and obtain such approval. The Board of Directors of Agouron shall not withdraw, amend or modify in a manner adverse to Warner-Lambert its recommendation referred to in clause (i) of the prece▇▇▇▇ ▇▇▇▇▇▇▇▇ (or announce publicly its intention to do so), except that such Board of Directors shall be permitted to withdraw, amend or modify its recommendation (or publicly announce its intention to do so) if such Board of Directors determines in good faith, based upon written advice of outside counsel, that it is obligated by their fiduciary duties in accordance with California law to do so. Without limiting the generality of the foregoing, (i) Agouron agrees that its obligation to duly call, give notice of, convene and hold a meeting of the holders of Agouron Common Stock, as to itself and its respective Affiliates required by this Section 5.1, shall not be affected by the withdrawal, amendment or Representatives, that none modification of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as Board of the time such documents (or any amendment thereof or supplement thereto) are mailed to the shareholders Directors' recommendation of the Company, contain any untrue statement approval and adoption of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub this Agreement and the Company further transactions contemplated hereby and (ii) subject to Agouron's rights pursuant to Sections 5.5 and 7.1(h), Agouron agrees that all documents that such party is responsible for filing with its obligations under this Section 5.1(b) shall not be affected by the SEC commencement, public proposal, public disclosure or communication to Agouron of any Acquisition Proposal (as defined in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time, any event or circumstance relating to Parent, Merger Sub or the Company, or their respective Affiliates, officers or directors, should be discovered that should be set forth in an amendment or a supplement to the Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, the party discovering such event or circumstance shall promptly inform the other parties and an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC and disseminated to the shareholders of the Company to the extent required by Law; provided that prior to such filing, the Company and Parent, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereonSection 5.5). (c) As soon as reasonably practicable after the SEC staff confirms that it has no further comments on the Schedule 13E-3, the Company shall (i) establish a record date for determining shareholders of the Company Agouron will cause its transfer agent to whom the Schedule 13E-3 will be mailed or distributed (the “Record Date”) and shall not change such Record Date unless required make stock transfer records relating to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 Agouron available to the holders extent reasonably necessary to effectuate the intent of Shares, including Shares represented by ADSs, as of the Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS Holdersthis Agreement.

Additional Agreements. Section 7.1 Schedule 13E-35.1 SHAREHOLDERS' MEETING; PREPARATION OF DISCLOSURE DOCUMENTS. (a) As Except as otherwise provided in Section 5.4, the Company shall, as soon as reasonably practicable following the date hereof but of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the "Shareholders' Meeting") for the purpose of adopting this Agreement and the transactions contemplated hereby, including the Merger, by obtaining the Required Company Vote. Except as otherwise provided in any event within twenty Section 5.4, the Company Board, based upon the recommendation of the Special Committee, shall declare the advisability of, and recommend to its shareholders the approval and adoption of, this Agreement and the transactions contemplated hereby, including the Merger, shall include such recommendation in the Proxy Statement and shall take all lawful action to solicit such approval and adoption. (20b) Business Days after As soon as practicable following the date hereofof this Agreement, the Company, Parent Company and Merger Sub Acquirer shall jointly prepare prepare, and cause to be filed the Company shall file with the SEC, the Proxy Statement and the Schedule 13E-3. Acquirer will cooperate with the Company in connection with the preparation and filing with the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 (such of the Proxy Statement and the Schedule 13E-3, including, but not limited to, furnishing the Company upon request with any and all information regarding Acquirer or its Affiliates, the plans of such Persons for the Surviving Company after the Effective Time and all other matters and information as amended or supplemented, being referred may be required to herein as the “Schedule 13E-3”). Each of the Company, Parent and Merger Sub shall use its reasonable best efforts to ensure that the Schedule 13E-3 complies in all material respects with the requirements of be set forth therein under the Exchange Act and or the rules and regulations promulgated thereunder. Each of the Company, Parent and Merger Sub The Company shall use its reasonable best good faith efforts (i) to respond promptly to any the comments of the SEC with respect concerning the Proxy Statement or the Schedule 13E-3 as promptly as practicable, and (ii) to cause the final Proxy Statement to be mailed to the Company's shareholders not later than 10 business days after clearance from the SEC. The Company shall pay the filing fees for the Proxy Statement and the Schedule 13E-3. Each of Parent and Merger Sub Acquirer shall provide reasonable assistance and cooperation to the Company in the preparation, filing, and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3, the Company shall promptly notify Parent and Merger Sub, and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the staff of the SEC, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with be given a reasonable opportunity to review and comment on such document or response; and (ii) shall consider in good faith upon all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company Recommendation, the Company shall not be required to provide Parent or Merger Sub with the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosure. (b) Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing, and mailing/distribution of the Schedule 13E-3 or any other documents filed or to be filed filings with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as all mailings to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the 's shareholders of the Company, contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as prior to form the filing or mailing thereof. The Company and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and Acquirer each agree to correct any other applicable Laws and that all information supplied provided by such party for inclusion use in the Proxy Statement or incorporation by reference the Schedule 13E-3 which becomes false or misleading. The Company shall cause the fairness opinion of Duff & Phelps, LLC referred to in such document will not contain any untrue statement of a material fact, or omit to state a material fact required Section 3.10) to be made thereinincluded as an exhibi▇ ▇▇ ▇he Proxy Statement and the Schedule 13E-3. (c) Each party shall notify the other party promptly of (i) the receipt of any notices, comments or necessary in order other communications from the SEC or any other Governmental Entity, and (ii) any requests by the SEC for amendments or supplements to make the statements madeProxy Statement or the Schedule 13E-3 or for additional information, in and will promptly provide the light other party with copies of all correspondence between such parry or its representatives on the circumstances under which they were madeone hand and the SEC or members of its staff on the other hand with respect to the Proxy Statement or the Schedule 13E-3. (d) If, not misleading. If at any time prior to the Effective TimeShareholders' Meeting, any event or circumstance should occur relating to Parent, Merger Sub the Company or the Company, or their respective Affiliates, officers or directors, should be discovered that its Subsidiaries which should be set forth in an amendment of, or a supplement to, the Proxy Statement or the Schedule 13E-3, the Company will promptly inform Acquirer. If, at any time prior to the Schedule 13E-3 so that such document would not include Shareholders' Meeting, any misstatement event should occur relating to Acquirer or relating to the plans of a material fact or omit to state a material fact required to Acquirer for the Surviving Company after the Effective Time, which should be made thereinset forth in an amendment of, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleadinga supplement to, the party discovering such event Proxy Statement or circumstance shall the Schedule 13E-3, Acquirer will promptly inform the other parties and an appropriate amendment or supplement describing Company. In any such event or circumstance shall be promptly filed with the SEC and disseminated to the shareholders of the Company to the extent required by Law; provided that prior to such filingcase, the Company and Parentor Acquirer, as the case may be, shall consult with each the cooperation of the other with respect to party, shall, upon learning of such event, promptly prepare, file and, if required, mail such amendment or supplement and shall afford to the other party and their Representatives a reasonable opportunity Company's shareholders; provided that, prior to comment thereon. (c) As soon as reasonably practicable after the SEC staff confirms that it has no further comments on the Schedule 13E-3such filing or mailing, the Company parties shall approve (i) establish a record date for determining shareholders of the Company which approval, with respect to whom the Schedule 13E-3 will be mailed or distributed (the “Record Date”) and either party, shall not change be unreasonably withheld or delayed) the form and content of such Record Date unless required to do so by applicable Law; (ii) mail amendment or distribute or cause to be mailed or distributed the Schedule 13E-3 to the holders of Shares, including Shares represented by ADSs, as of the Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS Holderssupplement.

Additional Agreements. Section 7.1 Schedule 13E-3SECTION 5.1 Preparation of Form S-4 and the Proxy Statement; Stockholders' Meetings. (a) As promptly as reasonably practicable after the execution of this Agreement, (i) the Company and Parent shall prepare and file with the SEC a joint proxy statement/registration statement relating to the meetings of the Company's stockholders to be held to obtain the Company Stockholder Approval and of the Parent's stockholders to obtain the Parent Stockholder Approval (together with any amendments thereof or supplements thereto, the "PROXY STATEMENT") and (ii) Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the "FORM S-4") in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company pursuant to the Merger. Each of Parent and the Company shall use its commercially reasonable efforts to cause the Form S-4 to become effective as promptly as practicable, and shall take all or any action required under any applicable federal or state securities laws in -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 advise the Company when the Form S-4 has become effective and of any supplements or amendments thereto, and the Company shall not distribute any written material that would constitute, as advised by counsel to the Company, a "PROSPECTUS" relating to the Merger or the Parent Common Stock within the meaning of the Securities Act or any applicable state securities law without the prior written consent of Parent. As promptly as practicable after the Form S-4 shall have become effective, each of the Company and Parent shall mail the Proxy Statement to its respective stockholders. (b) Parent agrees promptly to advise the Company 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 the Company with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable law after the mailing thereof to the stockholders of Parent or the Company. (c) The Company agrees promptly to advise Parent if at any time prior to the respective meetings of stockholders of Parent or the Company any information provided by it in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide Parent with the information needed to correct such inaccuracy or omission. The Company will furnish Parent with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to the Company and its subsidiaries, to comply with applicable law after the mailing thereof to stockholders of Parent or the Company. (d) As soon as reasonably practicable following the date hereof of this Agreement but in any event within twenty taking into account the likely timing of obtaining regulatory approvals to complete the transactions contemplated herein, each of the Company and Parent shall call and hold a meeting of its respective stockholders (20) Business Days after the date hereof"COMPANY STOCKHOLDERS' MEETING" and the "PARENT STOCKHOLDERS' MEETING," respectively), for the Companypurpose of obtaining the Company Stockholder Approval and the Parent Stockholder Approval, Parent and Merger Sub shall jointly prepare and cause to be filed with the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 (such Schedule 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3”)respectively. Each of the Company, Company and Parent and Merger Sub shall use its reasonable best commercially reasonably 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 solicit from its reasonable best efforts to respond promptly to any comments of the SEC with respect to the Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to the Company in the preparation, filing, and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3, the Company shall promptly notify Parent and Merger Substockholders proxies, and shall provide Parent with copies take all other action necessary or advisable to secure the vote or consent of all correspondence between stockholders required by applicable law or otherwise to obtain the Company Stockholder Approval and its representativesthe Parent Stockholder Approval, on the one handrespectively, and the staff of the SEC, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable opportunity to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company Recommendation, the Company shall not be required to provide Parent or Merger Sub with the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosure. (b) Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing, and mailing/distribution of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and through its respective Affiliates or RepresentativesBoard of Directors, that none of shall recommend to its respective stockholders the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the shareholders of the Company, contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time, any event or circumstance relating to Parent, Merger Sub or the Company, or their respective Affiliates, officers or directors, should be discovered that should be set forth in an amendment or a supplement to the Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, the party discovering such event or circumstance shall promptly inform the other parties and an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC and disseminated to the shareholders obtaining of the Company to Stockholder Approval and the extent required by Law; provided that prior to such filingParent Stockholder Approval, 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 thereonrespectively. (c) As soon as reasonably practicable after the SEC staff confirms that it has no further comments on the Schedule 13E-3, the Company shall (i) establish a record date for determining shareholders of the Company to whom the Schedule 13E-3 will be mailed or distributed (the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 to the holders of Shares, including Shares represented by ADSs, as of the Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS Holders.

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

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

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

Additional Agreements. Section 7.1 Schedule 13E-35.1. STOCKHOLDERS’ MEETING; PREPARATION OF DISCLOSURE DOCUMENTS. (a) As Except as otherwise provided in Section 5.4, the Company shall, as soon as reasonably practicable following the date hereof but of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the “Stockholders’ Meeting”) for the purpose of adopting this Agreement and approving the Merger by obtaining (i) the Required Company Vote, and (ii) the adoption of this Agreement and approval of the Merger by the affirmative vote of the holders of at least a majority of outstanding shares of Company Common Stock not owned by Acquirer, Deutsch or their respective Affiliates or Associates (the “Additional Vote”). Except as otherwise provided in any event within twenty Section 5.4, the Company Board, based upon the recommendation of the Special Committee, shall declare the advisability of, and recommend to its stockholders the approval of the Merger and adoption of this Agreement, shall include such recommendation in the Proxy Statement and shall take all lawful action to solicit such approval and adoption. Subject to Section 5.4, the Company shall use all reasonable efforts to solicit from its stockholders proxies in favor of the approval of the Merger and adoption of this Agreement and shall take all other action necessary or, in the reasonable opinion of Acquirer, advisable to secure the Required Company Vote and the Additional Vote. (20b) Business Days after As soon as practicable following the date hereofof this Agreement, the Company, Parent Company and Merger Sub Acquirer shall jointly prepare prepare, and cause to be filed the Company shall file with the SEC, the Proxy Statement and the Schedule 13E-3. Acquirer will cooperate with the Company in connection with the preparation and filing with the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 (such of the Proxy Statement and the Schedule 13E-3, including, but not limited to, furnishing the Company upon request with any and all information regarding Acquirer or its Affiliates, the plans of such Persons for the Surviving Company after the Effective Time and all other matters and information as amended or supplemented, being referred may be required to herein as the “Schedule 13E-3”). Each of the Company, Parent and Merger Sub shall use its reasonable best efforts to ensure that the Schedule 13E-3 complies in all material respects with the requirements of be set forth therein under the Exchange Act and or the rules and regulations promulgated thereunder. Each of the Company, Parent Company and Merger Sub Acquirer shall use its reasonable best good faith efforts (i) to respond promptly to any the comments of the SEC with respect concerning the Proxy Statement or the Schedule 13E-3 as promptly as practicable, and (ii) to cause the definitive Proxy Statement to be mailed to the Company’s stockholders not later than five (5) Business Days after clearance from the SEC. The Company shall pay the filing fees for the Proxy Statement and the Schedule 13E-3. Each of Parent Acquirer shall be given a reasonable opportunity to review and Merger Sub shall provide reasonable assistance comment upon all filings with the SEC and cooperation all mailings to the Company’s stockholders in connection with the Merger prior to the filing or mailing thereof. The Company and Acquirer each agree to correct any information provided by such party for use in the preparation, filing, and mailing/distribution of Proxy Statement or the Schedule 13E-3 which becomes false or misleading. The Company shall cause the fairness opinion of FBR referred to in Section 3.1(f) to be included as an exhibit to the Proxy Statement and the resolution Schedule 13E-3. (c) Each party shall notify the other party promptly of comments from (i) the SEC. Upon its receipt of any notices, comments or other communications from the staff of the SEC or any request from other Governmental Entity, and (ii) any requests by the SEC or its staff for amendments or supplements to the Proxy Statement or the Schedule 13E-3, the Company shall promptly notify Parent and Merger Sub13E-3 or for additional information, and shall will promptly provide Parent the other party with copies of all correspondence between the Company and such party or its representativesRepresentatives, on the one hand, and the staff SEC or members of the SECits staff, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable opportunity to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company Recommendation, the Company shall not be required to provide Parent or Merger Sub with the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosurethe Proxy Statement or the Schedule 13E-3. The Company and Acquirer agree that all telephonic calls and meetings with the SEC regarding the Proxy Statement, the Schedule 13E-3 and the Merger shall include Representatives each of the Company and Acquirer. (bd) Each of the CompanyIf, Parent and Merger Sub shall promptly furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing, and mailing/distribution of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the shareholders of the Company, contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective TimeStockholders’ Meeting, any event or circumstance should occur relating to Parent, Merger Sub the Company or the Company, or their respective Affiliates, officers or directors, should be discovered that its Subsidiaries which should be set forth in an amendment of, or a supplement to, the Proxy Statement or the Schedule 13E-3, the Company will promptly inform Acquirer. If, at any time prior to the Schedule 13E-3 so that such document would not include Stockholders’ Meeting, any misstatement event should occur relating to Acquirer or relating to the plans of a material fact or omit to state a material fact required to Acquirer for the Surviving Company after the Effective Time, which should be made thereinset forth in an amendment of, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleadinga supplement to, the party discovering such event Proxy Statement or circumstance shall the Schedule 13E-3, Acquirer will promptly inform the other parties and an appropriate amendment or supplement describing Company. In any such event or circumstance shall be promptly filed with the SEC and disseminated to the shareholders of the Company to the extent required by Law; provided that prior to such filingcase, the Company and Parentor Acquirer, as the case may be, shall consult with each the cooperation of the other with respect to party, shall, upon learning of such event, promptly prepare, file and, if required, mail such amendment or supplement and shall afford to the other party and their Representatives a reasonable opportunity Company’s stockholders; provided that, prior to comment thereon. (c) As soon as reasonably practicable after the SEC staff confirms that it has no further comments on the Schedule 13E-3such filing or mailing, the Company parties shall approve (i) establish a record date for determining shareholders of the Company which approval, with respect to whom the Schedule 13E-3 will be mailed or distributed (the “Record Date”) and either party, shall not change be unreasonably withheld or delayed) the form and content of such Record Date unless required to do so by applicable Law; (ii) mail amendment or distribute or cause to be mailed or distributed the Schedule 13E-3 to the holders of Shares, including Shares represented by ADSs, as of the Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS Holderssupplement.

Additional Agreements. Section 7.1 Schedule 13E-3. (a) SECTION 5.1. Preparation of the Form S-4 and the Joint Proxy Statement. As soon as is reasonably practicable following the date hereof but in any event within twenty (20) Business Days after the date hereofof this Agreement, the Company, Parent Chartwell and Merger Sub Trenwick shall jointly prepare and cause to be filed file with the SEC the Joint Proxy Statement and a Rule 13e-3 transaction registration statement of Trenwick on Schedule 13E-3 (such Schedule 13E-3, as amended or supplemented, being referred Form S-4 with respect to herein as the “Schedule 13E-3”)transactions contemplated by this Agreement. Each of the Company, Parent Chartwell and Merger Sub Trenwick shall use its commercially reasonable best efforts to ensure that have the Schedule 13E-3 complies in all material respects with Joint Proxy Statement cleared by the requirements of SEC under the Exchange Act and the rules and regulations promulgated thereunderForm S-4 declared effective under the Securities Act as promptly as practicable after such filing. Each of the Company, Parent and Merger Sub shall Chartwell will use its commercially reasonable best efforts to respond promptly cause the Joint Proxy Statement to any comments of the SEC with respect be mailed to the Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to the Company in the preparation, filingChartwell's stockholders, and mailing/distribution Trenwick will use its commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to Trenwick's stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Trenwick 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 the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of process) required to be taken under any comments from the staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3, the Company shall promptly notify Parent and Merger Sub, and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the staff of the SEC, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable opportunity to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e), applicable state securities laws in connection with any disclosure regarding a Change the issuance of Trenwick Common Stock in Company Recommendation, the Company Merger and Chartwell shall not be required to provide Parent or Merger Sub with the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosure. (b) Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others Chartwell and its stockholders as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the preparation, filing, and mailing/distribution of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub Form S-4 or the CompanyJoint Proxy Statement will be made by Trenwick or Chartwell without providing the other parties the opportunity to review and comment thereon. Trenwick will advise Chartwell, as applicablepromptly after it receives notice thereof, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (when the Form S-4 has become effective or any supplement or amendment thereof or supplement thereto) are mailed to has been filed, the shareholders issuance of any stop order, the suspension of the Company, contain any untrue statement qualification of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC Trenwick Common Stock issuable in connection with the Merger will comply as to form and substance for offering or sale in all material respects with any jurisdiction, or any request by the applicable requirements SEC for amendment of the Securities Act, Joint Proxy Statement or the Exchange Act, and any other applicable Laws and that all information supplied Form S-4 or comments thereon or responses thereto or requests by such party the SEC for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleadingadditional information. If at any time prior to the Effective Time, Time any event or circumstance information relating to Parent, Merger Sub Trenwick or the CompanyChartwell, or any of their respective Affiliatesaffiliates, officers or directors, should be discovered that by Trenwick or Chartwell which should be set forth in an amendment or a supplement to any of the Schedule 13E-3 Form S-4 or Joint Proxy Statement, so that any such document documents would not include any misstatement of a material fact or omit to state a any material fact required to be made therein, or necessary in order to make the statements madetherein, in the light of the circumstances under which they were made, not misleading, the party discovering which discovered such event or circumstance information shall promptly inform notify the other parties party hereto and an appropriate amendment or supplement describing such event or circumstance information 50 56 shall be promptly filed with the SEC and disseminated to the shareholders of the Company and, to the extent required by Law; provided that prior to such filinglaw, the Company and Parent, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereon. (c) As soon as reasonably practicable after the SEC staff confirms that it has no further comments on the Schedule 13E-3, the Company shall (i) establish a record date for determining shareholders of the Company to whom the Schedule 13E-3 will be mailed or distributed (the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 disseminated to the holders stockholders of Shares, including Shares represented by ADSs, as of the Record Date; Trenwick and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS HoldersChartwell.

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

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

Additional Agreements. 8.1 Access Pending the Closing. During the period commencing on the date of this Agreement and continuing through the Closing Date, DTI Holdings and Seller, upon reasonable prior notice from Parent or Buyer to DTI Holdings or Seller, will (i) afford to Parent and Buyer and their representatives, at all reasonable times during normal business hours, full and complete access to DTI Holdings' and Seller's personnel, professional advisors, properties, contracts, Books and Records and other documents and data (including access to all Source Code related to the Products), (ii) furnish Parent and Buyer and their representatives with copies of all such Contracts, Books and Records, and other existing documents and data as Parent and Buyer may reasonably request, and (iii) furnish Parent and Buyer and their representatives with such additional financial (including Tax Returns and supporting documentation), operating, and other data and information as Parent and Buyer may reasonably request, in each case relating to the Business. No information or knowledge obtained in any investigation pursuant to this Section 7.1 Schedule 13E-38.1 shall affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties hereto to consummate the transactions contemplated hereby. 8.2 Operation of the Business by Seller. Between the date of this Agreement and the Closing Date, unless otherwise agreed in writing by Parent or Buyer, Seller will: (a) As soon except as reasonably practicable following the date hereof but in any event within twenty (20) Business Days after the date hereof, the Company, Parent and Merger Sub shall jointly prepare and cause otherwise allowed or required pursuant to be filed with the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 (such Schedule 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3”). Each of the Company, Parent and Merger Sub shall use its reasonable best efforts to ensure that the Schedule 13E-3 complies in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Each of the Company, Parent and Merger Sub shall use its reasonable best efforts to respond promptly to any comments of the SEC with respect to the Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to the Company in the preparation, filing, and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3, the Company shall promptly notify Parent and Merger Sub, and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the staff of the SEC, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable opportunity to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e)this Agreement, conduct the Business in connection with any disclosure regarding a Change in Company Recommendation, the Company shall not be required to provide Parent or Merger Sub with the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosure.Ordinary Course of Business; (b) Each pay the Liabilities of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing, and mailing/distribution of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the shareholders of the Company, contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time, any event or circumstance relating to Parent, Merger Sub or the Company, or their respective Affiliates, officers or directors, should be discovered that should be set forth in an amendment or a supplement to the Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, the party discovering such event or circumstance shall promptly inform the other parties and an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC and disseminated to the shareholders of the Company to the extent required by Law; provided that prior to such filing, the Company and Parent, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereon.Business when due; (c) As soon as reasonably practicable after the SEC staff confirms that it has no further comments on the Schedule 13E-3, the Company shall (i) establish a record date for determining shareholders pay or perform other obligations of the Company Business when due; (d) use commercially reasonable, good faith efforts to whom preserve intact the Schedule 13E-3 will be mailed or distributed (the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 current business organization of Seller relating to the holders Business, keep available the services of Sharesthe Designated Employees, including Shares represented by ADSsand maintain the relations and goodwill with the suppliers, customers, distributors, licensors, licensees, landlords, trade creditors, employees, agents and others having business relationships with Seller relating to the Business, with the goal of preserving unimpaired the goodwill and ongoing business of the Business as of the Record Closing; (e) confer with Parent and Buyer concerning business or operational matters relating to the Business of a material nature; (f) use commercially reasonable, good faith efforts to maintain all of the Acquired Assets in their current condition, ordinary wear and tear excepted and, in the event of any material damage to or destruction of any of the Acquired Assets prior to the Closing Date, promptly replace, repair or restore such Acquired Assets; (g) maintain the Books and Records in the usual, regular and ordinary manner, on a basis consistent with prior years; and (h) report to Parent and (iii) instruct Buyer concerning any event or occurrence not in the Depositary to (A) fix Ordinary Course of Business or any material event involving the Record Date as Business, the record date for determining Products, the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS HoldersAcquired Assets or any Designated Employee.

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

Additional Agreements. Section 7.1 Schedule 13E-3SECTION 5.01. PREPARATION OF THE PROXY STATEMENT; TARGET STOCKHOLDERS MEETING. (a) As soon Target and Parent shall, as reasonably promptly as practicable following the date hereof but in any event within twenty (20) Business Days after expiration of the date hereofOffer, the Company, Parent and Merger Sub shall jointly prepare and cause to be filed file with the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 (such Schedule 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3”). Each of the Company, Parent Proxy Statement and Merger Sub Target shall use its all reasonable best efforts to ensure that the Schedule 13E-3 complies in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Each of the Company, Parent and Merger Sub shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto and to cause the Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation Proxy Statement to be mailed to Target's stockholders as promptly as practicable following the Company in the preparation, filing, and mailing/distribution expiration of the Schedule 13E-3 and Offer. Target shall promptly notify Parent upon the resolution of comments from the SEC. Upon its receipt of any comments from the SEC or its staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3, the Company shall promptly notify Parent and Merger Sub, Proxy Statement and shall provide Parent with copies of all correspondence between the Company Target and its representatives, on the one hand, and the staff of the SECSEC and its staff, on the other hand. Prior Notwithstanding the foregoing, prior to filing or mailing the Schedule 13E-3 Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company Target (i) shall provide Parent and Merger Sub with a reasonable an opportunity to review and comment on such document or response; and , (ii) shall consider include in good faith such document or response all additions, deletions or changes comments reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 and (iii) shall limit not file or preclude the Board mail such document or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein respond to the contrarySEC prior to receiving Parent's approval, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company Recommendation, the Company which approval shall not be required to provide Parent unreasonably withheld or Merger Sub with the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosuredelayed. (b) Each Target shall, as soon as practicable, establish a record date (which will be as soon as practicable following the expiration of the CompanyOffer) for, Parent duly call, give notice of, convene and hold a meeting of its stockholders (the "Target Stockholders Meeting") solely for the purpose of obtaining the Target Stockholder Approval. Subject to Section 4.02(b)(i), Target shall, through its Board of Directors, recommend to its stockholders the approval and adoption of this Agreement, the Merger Sub shall promptly furnish all information concerning such party and the other transactions contemplated hereby. Without limiting the generality of the foregoing, Target agrees that its obligations pursuant to the others as may first sentence of this Section 5.01(b) shall not be reasonably requested in connection with affected by (i) the preparationcommencement, filingpublic proposal, and mailing/distribution public disclosure or communication to Target of any Takeover Proposal or (ii) the withdrawal or modification by the Board of Directors of Target or any committee thereof of such Board of Directors' or such committee's approval or recommendation of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of ParentOffer, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the shareholders of the Company, contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time, any event or circumstance relating to Parent, Merger Sub or the Company, or their respective Affiliates, officers or directors, should be discovered that should be set forth in an amendment or a supplement to the Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, the party discovering such event or circumstance shall promptly inform the other parties and an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC and disseminated to the shareholders of the Company to the extent required by Law; provided that prior to such filing, the Company and Parent, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereonthis Agreement. (c) As soon as reasonably practicable after Parent shall cause all shares of Target Common Stock purchased pursuant to the SEC staff confirms that it has no further comments on the Schedule 13E-3, the Company shall (i) establish a record date for determining shareholders Offer and all other shares of Target Common Stock owned by Parent or any subsidiary of Parent to be voted in favor of the Company to whom the Schedule 13E-3 will be mailed or distributed (the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 to the holders approval of Shares, including Shares represented by ADSs, as of the Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS Holdersthis Agreement.

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

Additional Agreements. Section 7.1 Schedule 13E-37.01 Proxy Statement(a) . (a) As soon The Company shall, with the assistance of Parent, prepare and furnish to the SEC, as promptly as reasonably practicable following after the date hereof but of this Agreement (and in any event within twenty ten (20) Business Days after the date hereofDays), the Company, Parent and Merger Sub shall jointly prepare and cause to be filed a Form 6-K with the SEC a Rule 13e-3 transaction proxy statement on Schedule 13E-3 (such Schedule 13E-3proxy statement, as amended or and/or supplemented, being referred to herein as the “Schedule 13E-3Proxy Statement”). Each Parent, Amalgamation Sub and the Company will cooperate with each other in the preparation of such Form 6-K and Proxy Statement. Unless the Company Board has made a Change in the Company Recommendation in accordance with the provisions of this Agreement, the Company Recommendation shall be included in the Proxy Statement. (b) Subject to applicable Law, and anything in this Agreement to the contrary notwithstanding, prior to furnishing the Form 6-K with the Proxy Statement (or any amendment or supplement thereto) to the SEC, or any dissemination of the CompanyProxy Statement to the Shareholders, the Company shall provide Parent and Merger Sub shall use its counsel with a reasonable best efforts opportunity to ensure that the Schedule 13E-3 complies in all material respects with the requirements of the Exchange Act review and to comment on such documents, and the rules and regulations promulgated thereunder. Each of Company shall consider in good faith 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-3reasonably proposed by Parent. Each of Parent and Merger Amalgamation Sub shall provide reasonable assistance and cooperation will promptly furnish to the Company the information relating to it to be included in the preparationProxy Statement as reasonably requested by the Company, filingwhich 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, and mailing/distribution in light of the Schedule 13E-3 circumstances under which they are made, not false or misleading; provided, however, that Parent and Amalgamation Sub make no representation or warranty with respect to any statement made in the resolution of comments from Proxy Statement based on information supplied by the SEC. Upon its receipt of any comments from the staff of the SEC Company or any request from of its Representatives which is contained or incorporated by reference in the SEC or its staff for amendments or supplements to the Schedule 13E-3, the Proxy Statement. The Company shall promptly notify Parent and Merger SubAmalgamation Sub upon the receipt of any correspondences from any Governmental Authority with respect to, or any request from any Governmental Authority for amendments or supplements, to the Proxy Statement and shall provide Parent with copies of all correspondence correspondences between the Company it and its representativesRepresentatives, on the one hand, and the staff of the SECsuch Governmental Authority, on the other hand, relating to the Proxy Statement. Prior Parent shall promptly provide the Company with copies of all correspondences between it and its Representatives, on the one hand, and such Governmental Authority, on the other hand, relating to filing the Schedule 13E-3 Proxy Statement. The Company shall cause the Proxy Statement to be mailed to holders of Shares as of the record date established for the Shareholders’ Meeting as promptly as reasonably practicable (but in any event no more than five (5) Business Days) after the date on which the Company furnishes to and/or cleared with the SEC the Form 6-K with the Proxy Statement. (c) If at any time prior to the Shareholders’ Meeting, any information relating to the Company, Parent, Amalgamation Sub or any of their respective Affiliates, officers or directors is discovered by the Company, Amalgamation Sub or Parent which should be set forth in an amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable opportunity to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with Proxy Statement so that the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company Recommendation, the Company Proxy Statement shall not be required to provide Parent or Merger Sub with the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosure. (b) Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing, and mailing/distribution of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the shareholders of the Company, contain any untrue statement of a material fact, fact or omit to state a any material fact required to be made therein, stated therein or necessary in order to make the statements madetherein, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time, any event or circumstance relating to Parent, Merger Sub or the Company, or their respective Affiliates, officers or directors, should be discovered that should be set forth in an amendment or a supplement to the Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were are made, not misleading, the party discovering which discovers such event or circumstance information shall promptly inform notify the other parties hereto and an appropriate amendment or supplement describing such event or circumstance information shall be promptly filed with the SEC and disseminated to the shareholders of the Company and, to the extent required by Law; provided that prior to such filingapplicable Laws, the Company and Parent, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereon. (c) As soon as reasonably practicable after the SEC staff confirms that it has no further comments on the Schedule 13E-3, the Company shall (i) establish a record date for determining shareholders of the Company to whom the Schedule 13E-3 will be mailed or distributed (the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 disseminated to the holders of Shares, including Shares represented by ADSs, as of the Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS HoldersShareholders.

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

Additional Agreements. Section 7.1 Schedule 13E-3SECTION 6.1. Preparation of S-4 and Joint Proxy Statement; Stockholders Meetings. (a) As soon as reasonably practicable following the date hereof but of this Agreement, Parent and the Company shall prepare and file with the SEC the Joint Proxy Statement and Parent shall file with the SEC the Form S-4, in any event within twenty (20) Business Days which the Joint Proxy Statement will be included as a prospectus. Each of the Company and Parent shall use their reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Parent, Merger Sub and the date hereof, Company will cooperate with each other in the Companypreparation of the Joint Proxy Statement and the Form S-4; without limiting the generality of the foregoing, Parent and Merger Sub shall jointly prepare and cause to be filed with the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 (such Schedule 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3”). Each of the Company, Parent and Merger Sub shall use its reasonable best efforts to ensure that the Schedule 13E-3 complies in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Each of the Company, Parent and Merger Sub shall use its reasonable best efforts to respond promptly to any comments of the SEC with respect to the Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to the Company in the preparation, filing, and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3, the Company shall promptly notify Parent and Merger Sub, and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the staff of the SECCompany, on the other hand. Prior , will furnish to filing each other the Schedule 13E-3 (information relating to the party furnishing such information required by the Exchange Act or any amendment or supplement thereto) or responding the Securities Act, as applicable, to any comments of be set forth in the SEC with respect theretoJoint Proxy Statement and the Form S-4, and Company and its counsel shall be given the Company (i) shall provide Parent and Merger Sub with a reasonable opportunity to review and comment on such document or response; the Joint Proxy Statement and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein Form S-4 prior to the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company Recommendation, the Company shall not be required to provide Parent or Merger Sub with the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company thereof with the SEC, with respect to such disclosure. (b) Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing, and mailing/distribution of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agreeseach agree to use its reasonable best efforts, as after consultation with the other parties hereto, to itself respond promptly to any comments made by the SEC with respect to the Joint Proxy Statement and its respective Affiliates or Representatives, that none of the information supplied or Form S-4. The Company and Parent will use their reasonable best efforts to cause the Joint Proxy Statement to be supplied mailed to their stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. No filing of, or amendment or supplement (including by Parentincorporation by reference) to, Merger Sub or correspondence to the SEC or its staff with respect to, the Form S-4 or the Joint Proxy Statement will be made by Parent or the Company, as applicablewithout the approval of both parties, expressly for inclusion which approval shall not be unreasonably withheld or incorporation delayed; provided that with respect to documents filed by a party which are incorporated by reference in the Schedule 13E-3 Form S-4 or any Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other documents filed party or to be filed with its business, financial condition or results of operations, or this Agreement or the SEC in connection with transactions contemplated hereby. Each party will advise the Transactionsother party, willpromptly after it receives notice thereof, as of the time such documents (when the Form S-4 has become effective or any supplement or amendment thereof or supplement thereto) are mailed to has been filed, the shareholders issuance of any stop order, the suspension of the Company, contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light qualification of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC Parent Common Stock issuable in connection with the Merger will comply as to form and substance for offering or sale in all material respects with any jurisdiction, or any request by the applicable requirements SEC for amendment of the Securities ActForm S-4, Joint Proxy Statement or comments thereon and responses thereto or requests by the Exchange Act, and any other applicable Laws and that all information supplied by such party SEC for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleadingadditional information. If at any time prior to the Effective Time, Time any event or circumstance information relating to the Company or Parent, Merger Sub or the Company, or any of their respective Affiliatesaffiliates, officers or directors, should be discovered that by the Company or Parent which should be set forth in an amendment or a supplement to any of the Schedule 13E-3 Form S-4 or the Joint Proxy Statement, so that any of such document documents would not include any misstatement of a material fact or omit to state a any material fact required to be made therein, or necessary in order to make the statements madetherein, in the light of the circumstances under which they were made, not misleading, the party discovering which discovers such event or circumstance information shall promptly inform notify the other parties hereto and an appropriate amendment or supplement describing such event or circumstance information shall be promptly filed with the SEC and disseminated to the shareholders of the Company and, to the extent required by Law; provided that prior law, disseminated to such filing, the stockholders of the Company and Parent. (b) The Company shall, as soon as practicable after the case date hereof, and in accordance with the Company's articles of incorporation and bylaws and applicable law, establish a record date (which will be as soon as practicable after the date hereof) for, duly call, give notice of, convene and hold a meeting of its stockholders (the "Company Stockholders Meeting") solely for the purpose of considering and taking action upon this Agreement (it being understood that, notwithstanding anything to the contrary set forth in this Agreement, the Company shall have no obligation to convene the Company Stockholders Meeting unless the recommendation of the Board described in this Section 6.1(b) has been made and remains in effect). Once the Company Stockholders Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Stockholders Meeting without the consent of Parent, which shall not be unreasonably withheld or delayed (other than (i) for the 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 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 bewithdraw, 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 consult with each other with respect use its reasonable best efforts to such amendment or supplement solicit from stockholders of the Company proxies in favor of the adoption of this Agreement and shall afford take all other action necessary or advisable to secure the other party and their Representatives a reasonable opportunity vote or consent of stockholders required by applicable law to comment thereoneffect the Merger. (c) As Parent shall, as soon as reasonably practicable after the SEC staff confirms that it has no further comments on date hereof, and in accordance with the Schedule 13E-3Parent's certificate of incorporation and bylaws and applicable law, the Company shall (i) 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 determining shareholders the purpose of considering and taking action upon the Share Issuance. Once the Parent Stockholders Meeting has been called and noticed, Parent shall not postpone or adjourn the Parent Stockholders Meeting without the consent of the Company to whom the Schedule 13E-3 will be mailed or distributed (the “Record Date”) and Company, which shall not change such Record Date unless required to do so by applicable Law; be unreasonably withheld or delayed (other than (i) for the absence of a quorum or (ii) mail to allow reasonable additional time for the filing and mailing of any supplemental or distribute 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 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 8.1(b)), then the Termination Date shall be extended to the fifth business day after such date). Parent shall, through its Board of Directors, recommend such approval by the stockholders of Parent and include in the Form S-4 and the Joint Proxy Statement a copy of such recommendation. (d) The Company shall use all reasonable efforts to cause to be mailed or distributed delivered to Parent a letter of KPMG LLP, the Schedule 13E-3 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 holders Form S-4. (e) Parent shall use all reasonable efforts to cause to be delivered to the Company a letter of SharesErnst & Young LLP, including Shares represented 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 ADSs, as of independent public accountants in connection with registration statements similar to the Record Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS HoldersForm S-4.

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

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

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

Additional Agreements. Section 7.1 6.01. Preparation of the Proxy Statement and Schedule 13E-3; Company Shareholders Meeting. (a) As soon reasonably promptly as reasonably practicable following the date hereof but in any event within twenty (20) Business Days after the date hereofof this Agreement, the Company, Parent and Merger Sub Company shall jointly prepare and cause to be filed with the SEC a Rule 13e-3 transaction proxy statement on Schedule 13E-3 to be sent to the Company’s shareholders relating to the Company Shareholders Meeting (such Schedule 13E-3together with any amendments or supplements thereto, as amended or supplemented, being referred to herein as the “Schedule 13E-3Proxy Statement”). Each of Parent shall furnish all information concerning Parent and its Affiliates to the Company, Parent and Merger Sub shall use its reasonable best efforts to ensure that the Schedule 13E-3 complies provide such other assistance, as may be reasonably requested in all material respects connection with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Each of the Company, Parent and Merger Sub shall use its reasonable best efforts to respond promptly to any comments of the SEC with respect to the Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to the Company in the preparation, filing, filing and mailing/distribution of the Schedule 13E-3 Proxy Statement, and the resolution of comments from Proxy Statement shall include all information reasonably requested by the SECCompany to be included therein. Upon its The Company shall reasonably promptly notify Parent upon the 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, Proxy Statement and shall provide Parent with copies of all correspondence between the Company and its representativesRepresentatives, on the one hand, and the staff of the SEC, on the other hand. Prior The Company shall use its reasonable best efforts to respond as reasonably promptly as practicable to any comments from the SEC with respect to the Proxy Statement, and Parent will cooperate in connection therewith. Notwithstanding the foregoing, prior to filing or mailing the Schedule 13E-3 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 and Merger Sub with a reasonable an opportunity to review and comment on such document the Proxy Statement or response (including the proposed final version of the Proxy Statement or response; ) and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company Recommendation, the Company shall not be required to provide Parent or Merger Sub with the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosureParent. (b) Each The Company and Parent shall cooperate to (i) concurrently with the preparation and filing of the CompanyProxy Statement, Parent jointly prepare and Merger Sub shall promptly 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 to the others as may be reasonably requested in connection with the preparation, filing, and mailing/distribution preparation of the Schedule 13E-3 or 13E-3, (ii) respond as reasonably promptly as practicable to any other documents filed or to be filed with comments received from the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the shareholders of the Company, contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time, any event or circumstance relating to Parent, Merger Sub or the Company, or their respective Affiliates, officers or directors, should be discovered that should be set forth in an amendment or a supplement respect to the Schedule 13E-3 so that and will consult with each other prior to providing such document would not include response, (iii) as promptly as reasonably practicable, prepare and file any misstatement of a material fact amendments or omit to state a material fact required supplements necessary to be made thereinfiled in response to any such comments, or necessary in order (iv) use reasonable best efforts to make have cleared by the statements made, in the light staff of the circumstances under which they were made, not misleading, SEC the party discovering such event or circumstance shall promptly inform the other parties Schedule 13E-3 and an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC and disseminated to the shareholders of the Company (v) to the extent required by applicable Law; provided that prior to such filing, the Company and Parent, as promptly as reasonably practicable prepare and file any supplement or amendment to the case may be, Schedule 13E-3. Each party shall consult with each reasonably promptly notify the other with respect parties upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to such amendment or supplement the Schedule 13E-3 and shall afford provide the other parties with copies of all correspondence between such party and their Representatives a reasonable opportunity to comment thereonits Representatives, on the one hand, and the SEC, on the other hand. (c) As soon If prior to the Effective Time any change occurs with respect to information supplied by Parent or its Affiliates for inclusion in the Proxy Statement or the Schedule 13E-3 which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Schedule 13E-3, Parent shall reasonably promptly notify the Company of such change, and Parent and the Company shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement or the Schedule 13E-3, as applicable, and as required by Law, in disseminating the information contained in such amendment or supplement to the Company’s shareholders. Nothing in this Section 6.01(c) shall limit the obligations of any party under Section 6.01(a). (d) If prior to the Effective Time any event occurs with respect to the Company or any Company Subsidiary, or any change occurs with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Schedule 13E-3, which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Schedule 13E-3, the Company shall reasonably promptly notify Parent of such event, and the Company shall as reasonably promptly as practicable 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 Company’s shareholders. Nothing in this Section 6.01(d) shall limit the obligations of any party under Section 6.01(a). (e) The Company shall, as promptly as reasonably practicable after the SEC staff confirms that it has no further comments on the Proxy Statement and the Schedule 13E-3, duly call, give notice of, convene and hold the Company Shareholders Meeting for the purpose of (i) seeking the Company Shareholder Approval; and (ii) in accordance with Section 14A of the Exchange Act and the applicable SEC rules issued thereunder, seeking advisory approval of a proposal to the Company’s shareholders for a non-binding, advisory vote to approve certain compensation that may become payable to the Company’s named executive officers in connection with the completion of the Merger. The Company shall use its reasonable best efforts to (i) cause the Proxy Statement to be mailed to the Company’s shareholders; and (ii) subject to Section 5.04(d), solicit the Company Shareholder Approval. The Company shall, through the Company Board, recommend to its shareholders that they give the Company Shareholder Approval (the “Company Recommendation”) and shall include such recommendation in the Proxy Statement and the Schedule 13E-3, in each case, except to the extent that the Company Board shall have made an Adverse Recommendation Change as permitted by Section 5.04(d). The Company agrees that, unless this Agreement is terminated in accordance with its terms prior thereto, its obligations to hold the Company Shareholders Meeting pursuant to this Section 6.01 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Alternative Proposal, by the making of any Adverse Recommendation Change by the Company Board or by any other development; provided, however, that if the public announcement of an Adverse Recommendation Change or the delivery of notice by the Company to Parent pursuant to Section 5.04(d)(i) occurs less than 10 Business Days prior to the Company Shareholders Meeting, the Company shall be entitled to postpone the Company Shareholders Meeting to a date not more than 10 Business Days after the date such Company Shareholders Meeting had previously been scheduled (but in no event to a date after the date that is five Business Days before the End Date). (f) The Company may, with Parent’s consent (such consent not to be unreasonably withheld, conditioned or delayed), adjourn, recess, reconvene or postpone the Company Shareholders Meeting if (x) the Company reasonably believes that (i) establish a record date for determining shareholders of such adjournment, recess, reconvening or postponement is necessary to ensure that any required supplement or amendment to the Company to whom Proxy Statement or the Schedule 13E-3 will be mailed or distributed (the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 is provided to the holders of SharesCompany Shares within a reasonable amount of time in advance of the Company Shareholders Meeting, including Shares represented by ADSs(ii) after consultation with Parent, as of the Record Date; and time for which the Company Shareholders Meeting is then scheduled (as set forth in the Proxy Statement), (A) there will be an insufficient number of Company Shares present (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting or (B) there will be an insufficient number of proxies to obtain the Company Shareholder Approval, or (iii) instruct the Depositary 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 (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS Holdersproxy solicitation results.

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

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