Common use of Additional Agreements Clause in Contracts

Additional Agreements. Section 6.1 Preparation of the Amendment to Joint Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4. (a) On July 2, 2021, Parent filed with the SEC a registration statement on Form S-4 under the Securities Act (including a preliminary joint proxy statement/prospectus, as amended or supplemented from time to time prior to the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) the Company and Parent shall jointly prepare and cause to be filed with the SEC an amendment to the Original Joint Proxy Statement/Prospectus (as amended or supplemented from time to time, the “Amended Joint Proxy Statement/Prospectus” and, together with the Original Joint Proxy Statement/Prospectus, the “Joint Proxy Statement/Prospectus”) (x) to be mailed to the stockholders of the Company relating to the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”). Each of Parent and the Company shall use its reasonable best efforts to have the Amended Form S-4 declared effective by the SEC, and to keep the Amended Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. Parent shall furnish to the Company all information relating to Parent as may be reasonably requested by the Company in connection with any such action and the preparation, filing and mailing of the Amended Joint Proxy Statement/Prospectus and the Company shall furnish to Parent all information relating to the Company as may be reasonably requested by Parent in connection with any such action and the preparation and filing of the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4. Subject to applicable Law, as promptly as reasonably practicable after the SEC or its staff advises that it has no further comments on the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4 or that the Company and Parent may commence mailing the Amended Joint Proxy Statement/Prospectus, each of the Company and Parent shall use its reasonable best efforts to cause the Amended Joint Proxy Statement/Prospectus to be distributed to the stockholders of the Company and the shareholders of Parent (as applicable). No filing of, or amendment or supplement to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, shall be made by the Company or Parent, as applicable, and no response to any comments of the SEC or its staff with respect thereto shall be submitted by the Company or Parent, as applicable, without providing the other party a reasonable opportunity to review and comment thereon and giving due consideration to inclusion in the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or any such response, comments reasonably proposed by either party. Both parties shall notify the other party promptly of the receipt of any comments from the staff of the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (b) None of the information supplied or to be supplied by the Company or Parent for inclusion or incorporation by reference into (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) the Joint Proxy Statement/Prospectus will, at the date of distribution to stockholders of the Company, at the time of the Company Stockholders Meeting to be held in connection with the Merger, at the date of distribution to shareholders of Parent and at the time of the Parent Stockholders Meeting to be held in connection with the Issuance, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; providing, that, in each case of (i) and (ii), neither party shall be responsible or liable for any statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus or Form S-4, as applicable, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, distributed to the stockholders of the Company and to the shareholders of Parent. (c) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall be made by either party with respect to statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunder. (d) Each party will advise the other party promptly after it receives notice thereof, of the time when the Form S-4 becomes effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4.

Additional Agreements. Section 6.1 4.1 Preparation of Proxy Statement and Schedule 13E-3; the Amendment to Joint Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4Company Shareholders Meeting. (a) On July 2, 2021, Parent filed with the SEC a registration statement on Form S-4 under the Securities Act (including a preliminary joint proxy statement/prospectus, As soon as amended or supplemented from time to time prior to practicable following the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) the Company and Parent shall jointly prepare and cause to be filed with the SEC an amendment to the Original Joint Proxy Statement/Prospectus (as amended or supplemented from time to time, the “Amended Joint Proxy Statement/Prospectus” and, together with the Original Joint Proxy Statement/Prospectus, the “Joint Proxy Statement/Prospectus”) (x) to be mailed to the stockholders of the Company relating to the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, Proxy Statement and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”)Schedule 13E-3. Each of Parent and the Company shall use its reasonable best efforts to have the Amended Form S-4 declared effective by the SEC, and to keep the Amended Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. Parent shall furnish to the Company all information relating to Parent as may be reasonably requested by the Company in connection with any such action and the preparation, filing and mailing of the Amended Joint Proxy Statement/Prospectus and the Company shall furnish to Parent all information relating to the Company as may be reasonably requested by Parent in connection with any such action and the preparation and filing of the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4. Subject to applicable Law, as promptly as reasonably practicable after the SEC or its staff advises that it has no further comments on the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4 or that the Company and Parent may commence mailing the Amended Joint Proxy Statement/Prospectus, each of the Company and Parent shall use its commercially reasonable best efforts to cause the Amended Joint Proxy Statement/Prospectus Statement to be distributed mailed to the stockholders of the Company and the Company’s shareholders of Parent (as applicable). No filing of, or amendment or supplement to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, promptly as applicable, shall be made by the Company or Parent, as applicable, and no response to any comments of the SEC or its staff with respect thereto shall be submitted by the Company or Parent, as applicable, without providing the other party a reasonable opportunity to review and comment thereon and giving due consideration to inclusion in the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or any such response, comments reasonably proposed by either party. Both parties shall notify the other party promptly of the receipt of any comments from the staff of the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4practicable. (b) None of the information supplied or Subject to be supplied by Section 4.4, the Company or Parent shall, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the “Company Shareholders Meeting”) for inclusion or incorporation by reference into the purpose of obtaining shareholder approval. In connection with such meeting, the Company shall (i) the Form S-4 will, at the time the Form S-4 is filed promptly prepare and file with the SEC, use its commercially reasonable efforts to have cleared by the SEC or at and thereafter mail to its shareholders as promptly as practicable the time it becomes effective under Proxy Statement and all other proxy materials for such meeting, which Proxy Statement shall include the Securities Actopinion of T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC, contain any untrue statement of material fact or omit as to state any material fact required to be stated therein or necessary to make the statements therein, in light fairness of the circumstances under which they were made, not misleading, and (ii) the Joint Proxy Statement/Prospectus will, at the date of distribution to stockholders of the Company, at the time of the Company Stockholders Meeting to be held in connection with the Merger, at the date of distribution to shareholders of Parent and at the time of the Parent Stockholders Meeting to be held in connection with the Issuance, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; providing, that, in each case of (i) and (ii), neither party shall be responsible or liable for any statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus or Form S-4, as applicable, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, distributed to the stockholders of the Company and Merger Consideration to the shareholders of Parentthe Company (other than Parent and its Affiliates), as required by Section 1203 of the CGCL, (ii) use its commercially reasonable efforts to obtain the necessary approvals by its shareholders of this Agreement and the transactions contemplated hereby and (iii) otherwise comply with all legal requirements applicable to such meeting. Subject to Section 4.4(b), the Company shall, through its Board of Directors, recommend to its shareholders that they approve the transactions contemplated by this Agreement; provided, however, that except in connection with an Acquisition Proposal, in which case the provisions of Section 4.4(b) shall apply, the Board of Directors of the Company may withdraw, modify or change such recommendation and shall be released of its obligations set forth above in Section 4.1(b)(ii) if it (A) determines in good faith, based upon the advice of outside counsel, that making such recommendation, or the failure to so withdraw, modify or change its recommendation, could reasonably be deemed to cause the members of the Board of Directors to breach their fiduciary duties under applicable law, (B) otherwise complies with this Agreement and (C) subject to compliance with applicable securities laws, gives Parent (x) notice of its decision to invoke this Section 4.1(b), including the reasons for its decision, and (y) a reasonable opportunity to discuss this decision with the Board of Directors. (c) Each Except as required by Section 6.2(c), Parent shall vote or cause to be voted all the shares of Company Common Stock owned of record by Parent or any of its Subsidiaries in favor of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall be made transactions contemplated by either party with respect to statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunderthis Agreement. (d) Each party will advise the other party promptly after it receives notice thereof, of the time when the Form S-4 becomes effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4.

Additional Agreements. Section 6.1 Preparation The provisions of this Annex 1 are in addition to, and do not supersede, the provisions of the Amendment to Joint Proxy StatementPersonal 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/Prospectus and Post-Effective Amendment to Form S-4OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES HEREUNDER. (a) On July 2, 2021, Parent filed with the SEC a registration statement on Form S-4 1. I understand that any payments or benefits paid or granted to me under the Securities Act “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 (including a preliminary joint proxy statement/prospectus, as amended or supplemented from time to time prior to of the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance by virtue 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 employment by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) the Company and Parent shall jointly prepare and cause to be filed with the SEC an amendment to the Original Joint Proxy Statement/Prospectus (as amended or supplemented from time to time, the “Amended Joint Proxy Statement/Prospectus” and, together with the Original Joint Proxy Statement/Prospectus, the “Joint Proxy Statement/Prospectus”) (x) to be mailed to the stockholders of the Company relating to the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”). Each of Parent and the Company shall use its reasonable best efforts to have the Amended Form S-4 declared effective by the SEC, and to keep the Amended Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. Parent shall furnish to the Company all information relating to Parent as may be reasonably requested by the Company in connection with any such action and the preparation, filing and mailing of the Amended Joint Proxy Statement/Prospectus and the Company shall furnish to Parent all information relating to the Company as may be reasonably requested by Parent in connection with any such action and the preparation and filing of the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4. Subject to applicable Law, as promptly as reasonably practicable after the SEC or its staff advises that it has no further comments on the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4 or that the Company and Parent may commence mailing the Amended Joint Proxy Statement/Prospectus, each of the Company and Parent shall use its reasonable best efforts to cause the Amended Joint Proxy Statement/Prospectus to be distributed to the stockholders of the Company and the shareholders of Parent (as applicable). No filing of, or amendment or supplement to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, shall be made by the Company or Parent, as applicable, and no response to any comments of the SEC or its staff with respect thereto shall be submitted by the Company or Parent, as applicable, without providing the other party a reasonable opportunity to review and comment thereon and giving due consideration to inclusion in the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or any such response, comments reasonably proposed by either party. Both parties shall notify the other party promptly of the receipt of any comments from the staff of the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (b) None of the information supplied or to be supplied by the Company or Parent for inclusion or incorporation by reference into (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) the Joint Proxy Statement/Prospectus will, at the date of distribution to stockholders of the Company, at the time of the Company Stockholders Meeting to be held in connection with the Merger, at the date of distribution to shareholders of Parent and at the time of the Parent Stockholders Meeting to be held in connection with the Issuance, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; providing, that, in each case of (i) and (ii), neither party shall be responsible or liable for any statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus or Form S-4, as applicable, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, distributed to the stockholders of the Company and to the shareholders of Parent. (c) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall be made by either party with respect to statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunder. (d) Each party will advise the other party promptly after it receives notice thereof, of the time when the Form S-4 becomes effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4.

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

Additional Agreements. Section 6.1 Preparation of the Amendment to Form S-4; Joint Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4Prospectus; NYSE Listing. (a) On July 2, 2021, Parent filed with the SEC a registration statement on Form S-4 under the Securities Act (including a preliminary joint proxy statement/prospectus, as amended or supplemented from time to time prior to the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after following the execution and delivery date of this Agreement, (i) the Company Montage and Parent Marigold shall jointly prepare the Joint Proxy Statement/Prospectus in preliminary form and cause to be filed (ii) Montage shall prepare and New Holdco shall file with the SEC an amendment to a Registration Statement on Form S-4 which shall include the Original Joint Proxy Statement/Prospectus (as amended or supplemented from time to time, the “Amended Joint Proxy Statement/Prospectus” and, together with the Original Joint Proxy Statement/Prospectus, the “Joint Proxy Statement/Prospectus”) (x) to be mailed to the stockholders of the Company relating to the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any all amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”) (in which the Joint Proxy Statement/Prospectus will be included as a prospectus) relating to the registration of the shares of New Holdco Voting Common Stock issued to Marigold Shareholders pursuant to the Second Merger and, if required, the shares of New Holdco Voting Common Stock and New Holdco Non-Voting Common Stock issued to the Montage Shareholders pursuant to the First Merger (and, in each case, shares of New Holdco Non-Voting Common Stock and New Holdco Voting Common Stock issuable upon conversion thereof). The Joint Proxy Statement/Prospectus and Form S-4 shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder and other applicable Law. (b) Each of Parent Marigold and the Company Montage shall use its reasonable best efforts to have the Amended Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by under the SEC, Securities Act as promptly as practicable after such filing and to keep the Amended Form S-4 effective as for so long as is necessary to consummate the Merger Mergers. Each of Montage and the other transactions contemplated hereby. Parent Marigold shall promptly furnish all information concerning it or its shareholders to the Company all information relating to Parent other, and provide such other assistance, in each case, as may be reasonably requested by the Company in connection with any such action and the preparation, filing and mailing distribution of the Amended Form S-4 and the Joint Proxy Statement/Prospectus. Each of Montage and Marigold shall, as promptly as practicable after the receipt thereof, provide the other party with copies of any written comments and advise the other party of any oral comments with respect to the Joint Proxy Statement/Prospectus and the Company shall furnish to Parent all information relating to the Company as may be reasonably requested by Parent in connection with any such action and the preparation and filing of the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4. Subject to applicable Law, as promptly as reasonably practicable after the SEC or its staff advises that it has no further comments on the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4 or that the Company and Parent may commence mailing the Amended Joint Proxy Statement/Prospectus, each of the Company and Parent shall use its reasonable best efforts to cause the Amended Joint Proxy Statement/Prospectus to be distributed to the stockholders of the Company and the shareholders of Parent (as applicable). No filing of, or amendment or supplement to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, shall be made received by the Company or Parent, as applicable, and no response to any comments of the SEC or its staff with respect thereto shall be submitted by the Company or Parent, as applicable, without providing the other such party a reasonable opportunity to review and comment thereon and giving due consideration to inclusion in the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or any such response, comments reasonably proposed by either party. Both parties shall notify the other party promptly of the receipt of any comments from the staff of the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4SEC, as applicable, and of including any request by the staff of from the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended and the Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply provide the other party with copies of all correspondence between such party or any of it and its Representatives, on the one hand, and the staff of the SEC, on the other hand. Notwithstanding the foregoing, with respect prior to filing the Amended Form S-4 (including any amendments and supplements thereto) or mailing the Joint Proxy Statement/Prospectus or the Amended Form S-4. (b) None responding to any comments of the information supplied or to be supplied by the Company or Parent for inclusion or incorporation by reference into SEC with respect thereto, each of Montage and Marigold (i) shall provide the other with a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response) and (ii) shall give due consideration to including in such document or response any comments reasonably proposed by the other. Each of Montage and Marigold shall advise the other, promptly after receipt of notice thereof, of the time of effectiveness of the Form S-4 willS-4, at the time issuance of any stop order relating thereto or the Form S-4 is filed with suspension of the SEC qualification of shares of New Holdco Voting Common Stock or at the time it becomes effective New Holdco Non-Voting Common Stock for offering or sale in any jurisdiction, and each of Montage and Marigold shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. New Holdco Montage and Marigold shall use reasonable best efforts to take any other action required to be taken under the Securities Act, contain any untrue statement the Exchange Act, the IBCA, the VSCA and the rules of material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereinNYSE, in light connection with the filing and distribution of the circumstances under which they were made, not misleading, and (ii) the Joint Proxy Statement/Prospectus willand the Form S-4, at and the date solicitation of distribution proxies from Montage Shareholders or Marigold Shareholders, as the case may be, thereunder. (c) Each of New Holdco and Montage shall use its reasonable best efforts to stockholders take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable under applicable Laws and rules and policies of the CompanyNYSE and the SEC to enable the listing of shares of New Holdco Voting Common Stock on the NYSE no later than the First Merger Effective Time, at subject to official notice of issuance. Each of New Holdco and Montage shall also use its reasonable best efforts to obtain all necessary state securities Law or “Blue Sky” permits and approvals required to carry out the time transactions contemplated by this Agreement (provided that in no event shall New Holdco or Montage be required to qualify to do business in any jurisdiction in which it is not now so qualified or file a general consent to service of process). (d) Each of Montage and Marigold shall, upon request, furnish to the Company Stockholders Meeting other all information concerning itself, its Subsidiaries, directors, officers and (to the extent reasonably available to the applicable party) shareholders and such other matters as may be held reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Montage, Marigold or any of their respective Subsidiaries to the NYSE or any Governmental Entity (including the Form S-4 and the Joint Proxy Statement/Prospectus) in connection with the MergerMergers and the other transactions contemplated by this Agreement. In addition, at the date of distribution Marigold will use its reasonable best efforts to shareholders of Parent and at the time of the Parent Stockholders Meeting to be held in connection with the Issuance, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; providing, that, in each case of (i) provide interim financial statements of Marigold and the Marigold Subsidiaries (including footnotes) that are required by the Securities Act to be included in the Form S-4 that have been reviewed by Marigold’s independent registered public accounting firm, (ii)) provide management’s discussion and analysis of interim and annual consolidated financial statements, neither party shall be responsible or liable for any statements made or incorporated by reference therein based on information supplied by (iii) cause Marigold’s independent registered public accounting firm to consent to the other party for inclusion or incorporation by reference thereinof the audit reports on the annual audited consolidated financial statements of Marigold included in the Form S-4, and (iv) provide information concerning Marigold necessary to enable Montage and Marigold to prepare required pro forma financial statements and related footnotes, in each case, to the extent reasonably necessary to permit Montage to prepare the Form S-4. Notwithstanding the foregoing and except as required by applicable Law, neither party shall furnish any information that is the subject of any confidentiality agreement with any third party (provided that the withholding party shall use reasonable best efforts to obtain the required consent of such third party with respect to furnishing such information) or subject to any attorney client privilege (provided that the withholding party shall use reasonable best efforts to permit the furnishing of such information in a manner that does not result in loss or waiver of privilege). (e) If at any time prior to obtaining the Requisite Company Stockholder time that the Required Montage Vote or is obtained (the Requisite Parent Stockholder “Montage Approval Time”) and the time that the Required Marigold Vote is obtained (the “Marigold Approval Time”), any information relating to the Company Marigold or ParentMontage, or any of their respective Affiliates, directors officers or officersdirectors, should be discovered by the Company Marigold or Parent which Montage that should be set forth in an amendment or supplement to either of the Form S-4 or the Joint Proxy Statement/Prospectus or Form S-4, as applicableProspectus, so that either of such document documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are were made, not misleading, the party that discovers such information shall promptly notify the other party parties hereto and an appropriate amendment or supplement describing such information shall promptly be promptly prepared and filed with the SEC and, to the extent required by under applicable Law, distributed to the stockholders of the Company and disseminated to the shareholders of ParentMarigold and Montage. (c) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall be made by either party with respect to statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunder. (d) Each party will advise the other party promptly after it receives notice thereof, of the time when the Form S-4 becomes effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4.

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

Additional Agreements. Section 6.1 SECTION 5.1 Preparation of the Amendment to Joint Form S-4 and the Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4; Stockholders Meeting. (a) On July 2, 2021, Parent filed with the SEC a registration statement on Form S-4 under the Securities Act (including a preliminary joint proxy statement/prospectus, As soon as amended or supplemented from time to time prior to practicable following the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) the Company and Parent shall jointly prepare and cause to be filed with the SEC an amendment to the Original Joint Proxy Statement/Prospectus (as amended or supplemented from time to time, the “Amended Joint Proxy Statement/Prospectus” and, together with the Original Joint Proxy Statement/Prospectus, the “Joint Proxy Statement/Prospectus”) (x) to be mailed to the stockholders of the Company relating to the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, Proxy Statement and any amendments or supplements thereto, the “Amended Form S-4” and, together Parent shall prepare and file with the Original SEC the Form S-4, in which the “Form S-4”)Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use its reasonable best efforts to have the Amended Form S-4 declared effective by the SEC, and to keep the Amended Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. Parent shall furnish to the Company all information relating to Parent as may be reasonably requested by the Company in connection with any such action and the preparation, filing and mailing of the Amended Joint Proxy Statement/Prospectus and the Company shall furnish to Parent all information relating to the Company as may be reasonably requested by Parent in connection with any such action and the preparation and filing of the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4. Subject to applicable Law, as promptly as reasonably practicable after the SEC or its staff advises that it has no further comments on the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4 or that the Company and Parent may commence mailing the Amended Joint Proxy Statement/Prospectus, each of the Company and Parent shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company will use all best efforts to cause the Amended Joint Proxy Statement/Prospectus Statement to be distributed mailed to the stockholders holders of Company Common Stock as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state or foreign securities laws in connection with the issuance of the Parent Common Stock in the Merger and the Company shall furnish all information concerning the Company and the shareholders holders of Parent (Company Common Stock as applicable)may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to to, the Amended Joint Proxy Statement/Prospectus Form S-4 or the Amended Form S-4, as applicable, shall Proxy Statement will be made by Parent or the Company or Parent, as applicable, and no response to any comments of the SEC or its staff with respect thereto shall be submitted by the Company or Parent, as applicable, without providing the other party a reasonable with the opportunity to review and comment thereon and giving due consideration to inclusion in the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or any such response, comments reasonably proposed by either partythereon. Both parties shall notify the other party promptly of the receipt of any comments from the staff of the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (b) None of the information supplied or to be supplied by the Company or Parent for inclusion or incorporation by reference into (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) the Joint Proxy Statement/Prospectus will, at the date of distribution to stockholders of will advise the Company, at the time of the Company Stockholders Meeting to be held in connection with the Merger, at the date of distribution to shareholders of Parent and at the time of the Parent Stockholders Meeting to be held in connection with the Issuance, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; providing, that, in each case of (i) and (ii), neither party shall be responsible or liable for any statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus or Form S-4, as applicable, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, distributed to the stockholders of the Company and to the shareholders of Parent. (c) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall be made by either party with respect to statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunder. (d) Each party will advise the other party promptly after it receives notice thereof, of the time when the Form S-4 becomes effectivehas become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus Statement or the Form S-4S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Company. (b) The Company shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold a meeting of its stockholders (the "Company Stockholders Meeting") in accordance with the DGCL for the purpose of obtaining the Company Stockholder Approval and, subject to Section 4.2, the Board of Directors of the Company shall recommend to the Company's stockholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby (the "Company Recommendation"). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company's Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligation.

Additional Agreements. Section 6.1 Preparation 5.1 STOCKHOLDER APPROVAL; PREPARATION AND FILING OF THE S-4 AND JOINT PROXY STATEMENT/PROSPECTUS. (a) Each of the Amendment Company and Parent acting through their respective Boards of Directors, shall, subject to and in accordance with applicable law and their respective charter documents, duly call, give notice of, convene and hold as soon as practicable following the date on which the S-4 becomes effective their respective Stockholder Meetings for the purpose of, in the case of the Company, approving and adopting this Agreement and, in the case of Parent, approving the Share Issuance. The Company, acting through its Board of Directors, shall, subject to SECTION 8.2, (i) recommend approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders of the Company and include in the Joint Proxy Statement/Prospectus such recommendation (the "COMPANY RECOMMENDATION") and (ii) take all reasonable and lawful action to solicit and obtain such approval. Parent, acting through its Board of Directors, shall (i) recommend approval of the Share Issuance and include in the Joint Proxy Statement/Prospectus such recommendation (the "PARENT RECOMMENDATION") and (ii) take all reasonable and lawful action to solicit and obtain such approval. Each of the Company and Parent shall use all reasonable efforts to hold the Stockholder Meetings on the same date and as soon as practicable after the date upon which the S-4 becomes effective. (b) As soon as practicable after the date hereof, Parent and the Company shall, in consultation with each other, prepare and file with the SEC the Joint Proxy Statement/Prospectus for use in connection with the solicitation of proxies from the Company's stockholders in favor of the adoption and approval of this Agreement and the approval of the Merger and from Parent's stockholders in favor of adoption and approval of the Share Issuance at their respective Stockholder Meetings, and Parent, in consultation with the Company, shall prepare and file with the SEC the S-4 for the offer and sale of the Parent Common Stock pursuant to the Merger and in which the Joint Proxy Statement/Prospectus will be included as a prospectus. Each of Parent and the Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Joint Proxy Statement/Prospectus and Post-Effective Amendment the S-4, or in any amendments or supplements thereto, and to Form S-4. (a) On July 2, 2021, Parent filed cause its counsel and auditors to cooperate with the SEC a registration statement on Form other's counsel and auditors in the preparation of the Joint Proxy Statement/Prospectus and the S-4. Each of Parent and the Company shall use all commercially reasonable efforts to have the S-4 declared or ordered effective under the Securities Act (including a preliminary joint proxy statement/prospectus, as amended or supplemented from time promptly as practicable after such filing with the SEC. The Company shall use all commercially reasonable efforts to time prior to cause the date hereof, the “Original Joint Proxy Statement/Prospectus”Prospectus to be mailed to the Company's stockholders as promptly as practicable after the S-4 is declared or ordered effective under the Securities Act. Parent shall use all commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders as promptly as practicable after the S-4 is declared or ordered effective under the Securities Act. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) the Company and Parent shall jointly prepare and cause to be filed with the SEC an amendment to the Original Joint Proxy Statement/Prospectus (as amended or supplemented from time to time, the “Amended Joint Proxy Statement/Prospectus” and, together with the Original Joint Proxy Statement/Prospectus, the “Joint Proxy Statement/Prospectus”) (x) to be mailed to the stockholders of the Company relating to the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”). Each of Parent and the Company shall use its reasonable best efforts to have furnish all information concerning the Amended Form S-4 declared effective by the SEC, and to keep the Amended Form S-4 effective as long as is necessary to consummate the Merger Company and the other transactions contemplated hereby. Parent shall furnish to holders of capital stock of the Company all information relating to Parent as may be reasonably requested by the Company in connection with any such action and the preparation, filing and mailing distribution of the Amended Joint Proxy Statement/Prospectus and the Company shall furnish to Parent all information relating to the Company as may be reasonably requested by Parent in connection with any such action and the preparation and filing of the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4. Subject to applicable Law, as promptly as reasonably practicable after the SEC or its staff advises that it has no further comments on the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4 or that the Company and Parent may commence mailing the Amended Joint Proxy Statement/Prospectus, each of the Company and Parent shall use its reasonable best efforts to cause the Amended Joint Proxy Statement/Prospectus to be distributed to the stockholders of the Company and the shareholders of Parent (as applicable). No filing of, or amendment or supplement to, or correspondence to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, shall be made by the Company or Parent, as applicable, and no response to any comments of the SEC or its staff with respect thereto shall to, the S-4 will be submitted made by Parent, or with respect to the Joint Proxy Statement/Prospectus will be made by the Company or Parent, as applicableCompany, without providing the other party hereto a reasonable opportunity to review and comment thereon and giving due consideration to inclusion in the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or any such response, comments reasonably proposed by either partythereon. Both parties Parent shall notify the other party promptly of the receipt of any comments from the staff of the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (b) None of the information supplied or to be supplied by the Company or Parent for inclusion or incorporation by reference into (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) the Joint Proxy Statement/Prospectus will, at the date of distribution to stockholders of advise the Company, at the time of the Company Stockholders Meeting to be held in connection with the Merger, at the date of distribution to shareholders of Parent and at the time of the Parent Stockholders Meeting to be held in connection with the Issuance, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; providing, that, in each case of (i) and (ii), neither party shall be responsible or liable for any statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus or Form S-4, as applicable, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, distributed to the stockholders of the Company and to the shareholders of Parent. (c) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall be made by either party with respect to statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunder. (d) Each party will advise the other party promptly after it receives notice thereof, of the time when the Form S-4 becomes effectivehas become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the S-4 or comments thereon and responses thereto or requests by the SEC for additional information. The Company shall advise Parent, promptly after it receives notice thereof, of any request by the SEC for the amendment of the Joint Proxy Statement/Prospectus or comments thereon and responses thereto or requests by the Form S-4SEC for additional information. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to either of the S-4 or the Joint Proxy Statement/Prospectus, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party or parties hereto, as applicable, and an appropriate amendment or supplement to the S-4 and/or the Joint Proxy Statement/Prospectus describing such information shall be promptly filed with the SEC and, to the extent required by applicable law, disseminated to the stockholders of the Company. Each of the parties hereto shall cause the Joint Proxy Statement/Prospectus to comply as to form and substance to such party in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the rules of the Nasdaq National Market.

Additional Agreements. Section 6.1 Preparation of the Amendment to Joint Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4. (a) On July 2Section 6 of the Series E Preferred Shares set forth in the Company’s Articles Supplementary dated February 28, 2021, Parent filed with the SEC a registration statement on Form S-4 under the Securities Act 2017 (including a preliminary joint proxy statement/prospectus, as amended or supplemented from time to time prior to the date hereof, the “Original Joint Proxy Statement/ProspectusArticles Supplementary”) requires certain consents of the holders with respect to Company actions with respect to the issuance of Parent Common Stock Proposals, the Loan Agreement, including an Unsolicited Cash Offer (as defined in the Merger (such registration statement, Loan Agreement) pursuant to Section 3.9 of the Loan Agreement and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021IRSA Rights Grant. As promptly as reasonably practicable after The Stockholders acknowledge and agree that the execution and delivery of this AgreementAgreement by the Stockholders shall be deemed such consent by the Stockholders, (i) the in their capacity as holders of Company and Parent Series E Preferred Shares, provided that such consent shall jointly prepare and cause not apply to be filed with the SEC an amendment to the Original Joint Proxy Statement/Prospectus (as amended or supplemented from time to time, the “Amended Joint Proxy Statement/Prospectus” and, together with the Original Joint Proxy Statement/Prospectus, the “Joint Proxy Statement/Prospectus”) (x) to be mailed to the stockholders any issuance of preferred stock of the Company relating pursuant to the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”). Each of Parent and the Company shall use its reasonable best efforts to have the Amended Form S-4 declared effective by the SEC, and to keep the Amended Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. Parent shall furnish to the Company all information relating to Parent as may be reasonably requested by the Company in connection with any such action and the preparation, filing and mailing of the Amended Joint Proxy Statement/Prospectus and the Company shall furnish to Parent all information relating to the Company as may be reasonably requested by Parent in connection with any such action and the preparation and filing of the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4. Subject to applicable Law, as promptly as reasonably practicable after the SEC or its staff advises that it has no further comments on the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4 or that the Company and Parent may commence mailing the Amended Joint Proxy Statement/Prospectus, each of the Company and Parent shall use its reasonable best efforts to cause the Amended Joint Proxy Statement/Prospectus to be distributed to the stockholders of the Company and the shareholders of Parent (as applicable). No filing of, or amendment or supplement to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, shall be made by the Company or Parent, as applicable, and no response to any comments of the SEC or its staff with respect thereto shall be submitted by the Company or Parent, as applicable, without providing the other party a reasonable opportunity to review and comment thereon and giving due consideration to inclusion in the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or any such response, comments reasonably proposed by either party. Both parties shall notify the other party promptly of the receipt of any comments from the staff of the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4an Unsolicited Cash Offer. (b) None The Stockholders hereby waive their preemptive rights that might apply with respect to the Proposals to purchase Company securities granted pursuant to Section 4 of that certain Investor Rights Agreement dated March 16, 2016 between the Company and the Stockholders or affiliates of the information supplied or Stockholders (“Rights Agreement”), provided, however the foregoing waiver shall in no manner restrict Stockholders’ pro rata purchases pursuant to be supplied the rights offering contemplated by the Company Proposals, or Parent for inclusion or incorporation by reference into (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC or at the time it becomes effective purchase rights granted under the Securities ActLoan Agreement, contain any untrue statement of material fact or omit pursuant to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingan Unsolicited Cash Offer, and (ii) the Joint Proxy Statement/Prospectus will, at the date of distribution to stockholders of the Company, at the time of the Company Stockholders Meeting to be held in connection with the Merger, at the date of distribution to shareholders of Parent and at the time of the Parent Stockholders Meeting to be held in connection with the Issuance, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; providing, that, in each case of (i) and (ii), neither party shall be responsible or liable for any statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus or Form S-4, as applicable, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC andprovided further, to the extent required by LawIRSA (as defined in the Loan Agreement) and its affiliates do not exercise preemptive rights pursuant to Section 3 of that certain Investor Rights and Conversion Agreement dated February 1, distributed to 2012 between the stockholders of the Company Company, IRSA and to the shareholders of Parent. (c) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities Actcertain IRSA affiliates, as the case may beextended by 3(f) of that certain Agreement dated March 15, and the rules and regulations of the SEC thereunder2016, except that no representation or warranty shall be made by either party with respect to statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunder. (d) Each party will advise the other party promptly after it receives notice thereof, of the time when the Form S-4 becomes effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with an Unsolicited Cash Offer, the Merger Stockholders may exercise such unexercised preemptive rights for offering its own account in the Unsolicited Cash Offer, it being acknowledged that the Company may grant similar rights to exercise unexercised preemptive rights of Stockholder to IRSA or sale in any jurisdiction, or any request by its affiliates (the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4“IRSA Rights Grant”).

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

Additional Agreements. Section 6.1 Preparation of the Amendment to Joint Proxy Statement5.1 PREPARATION OF FORM S-4 AND JOINT PROXY STATEMENT/Prospectus and Post-Effective Amendment to Form S-4PROSPECTUS; INFORMATION SUPPLIED. (a) On July 2, 2021, Parent filed with the SEC a registration statement on Form S-4 under the Securities Act (including a preliminary joint proxy statement/prospectus, As soon as amended or supplemented from time to time prior to practicable following the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) the Company Chancellor and Parent Capstar shall jointly prepare and cause to be filed file with the SEC an amendment to the Original Joint Proxy Statement/Prospectus and (as amended or supplemented from time ii) Capstar and Chancellor shall prepare and file a Registration Statement on Form S-4 (the "Form S-4") with respect to timethe registration of the issuance of shares of Chancellor Common Stock in the Merger, of which the “Amended Joint Proxy Statement/Prospectus” and, together with the Original Joint Proxy Statement/Prospectus, the “Joint Proxy Statement/Prospectus”) (x) to be mailed to the stockholders of the Company relating to the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC Prospectus will form a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”)part. Each of Parent Chancellor and the Company Capstar shall use its reasonable best efforts to have the Amended Form S-4 declared effective by under the SEC, and to keep the Amended Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. Parent shall furnish to the Company all information relating to Parent as may be reasonably requested by the Company in connection with any such action and the preparation, filing and mailing of the Amended Joint Proxy Statement/Prospectus and the Company shall furnish to Parent all information relating to the Company as may be reasonably requested by Parent in connection with any such action and the preparation and filing of the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4. Subject to applicable Law, Securities Act as promptly as reasonably practicable after the SEC or its staff advises that it has no further comments on the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4 or that the Company and Parent may commence mailing the Amended Joint Proxy Statement/Prospectus, each of the Company and Parent such filing. Chancellor shall use its reasonable best efforts to cause the Amended Joint Proxy Statement/Prospectus to be distributed mailed to Chancellor's stockholders, and Capstar shall use its reasonable best efforts to cause the stockholders of the Company and the shareholders of Parent (as applicable). No filing of, or amendment or supplement to the Amended Joint Proxy Statement/Prospectus to be mailed to Capstar's stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Chancellor shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or take any action that would subject it to the Amended service of process in suits, other than as to matters and transactions relating to the Form S-4, as applicable, shall in any jurisdiction where it is not so subject) required to be made by taken under any applicable state securities laws in connection with the Company or Parent, as applicable, and no response to any comments issuance of the SEC or its staff with respect thereto shall be submitted by the Company or Parent, as applicable, without providing the other party a reasonable opportunity to review and comment thereon and giving due consideration to inclusion Chancellor Common Stock in the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, Merger and Capstar shall furnish all information concerning itself and the holders of shares of Capstar Common Stock as applicable, or may be reasonably requested in connection with any such response, comments reasonably proposed by either party. Both parties shall notify the other party promptly of the receipt of any comments from the staff of the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4action. (b) None of Capstar agrees and represents and warrants that the information supplied or to be supplied by the Company or Parent it specifically for inclusion or incorporation by reference into in the (i) the Form S-4 willwill not, at the time the Form S-4 is filed with the SEC SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required 34 42 to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, and or (ii) the Joint Proxy Statement/Prospectus willwill not, at the date of distribution it is first mailed to Capstar's stockholders of the Company, or at the time of the Company Capstar Stockholders Meeting to be held (as defined in connection with the MergerSection 5.2(a)), contain any statement which, at the date time and in light of distribution the circumstances under which it is made, is false or misleading with respect to shareholders any material fact, or omits to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of Parent a proxy for the same meeting or subject matter thereof which has become false or misleading. (c) Chancellor agrees and represents and warrants that the information supplied or to be supplied by it specifically for inclusion or incorporation by reference in (i) the Form S-4 will not, at the time of the Parent Stockholders Meeting to be held in connection Form S-4 is filed with the IssuanceSEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading; providing, that, in each case of (i) and or (ii), neither party shall be responsible or liable for any statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to ) the Joint Proxy Statement/Prospectus will not, at the date it is first mailed to Chancellor's stockholders or Form S-4at the time of the Chancellor Stockholders Meeting, as applicablecontain any statement which, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make at the statements therein, time and in light of the circumstances under which they are it is made, is false or misleading with respect to any material fact, or omits to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of a proxy for the same meeting or subject matter thereof which has become false or misleading, . Chancellor agrees that the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed Form S-4 will comply as to form in all material respects with the SEC and, to the extent required by Law, distributed to the stockholders requirements of the Company Securities Act and to the shareholders of Parent. (c) Each of the Company rules and Parent shall cause regulations promulgated thereunder and Chancellor agrees that the Joint Proxy Statement/Prospectus and the Form S-4 to will comply as to form in all material respects with the requirements of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, except that no representation or warranty shall be made by either party in each case with respect to statements made or incorporated by reference therein based on information in the Form S-4 or the Joint Proxy Statement/Prospectus supplied by the other party Capstar specifically for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect therein as to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunderwhich Chancellor assumes no responsibility. (d) Each party will advise the other party promptly after it receives notice thereof, of the time when the Form S-4 becomes effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4.

Additional Agreements. Section 6.1 5.1 Preparation of the Amendment to Joint Proxy Statement/Prospectus Statement and Post-Effective Amendment to Form S-4Schedule 13E-3. (a) On July 2The Company shall as promptly as practicable prepare and file a proxy or information statement relating to the Stockholders' Meeting (together with all amendments, 2021supplements and exhibits thereto, Parent filed the "Proxy Statement") with the SEC a registration statement on Form S-4 under the Securities Act (including a preliminary joint proxy statement/prospectus, as amended or supplemented from time and will use its best efforts to time prior respond to the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance comments of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after and to cause the execution and delivery of this Agreement, (i) the Company and Parent shall jointly prepare and cause to be filed with the SEC an amendment to the Original Joint Proxy Statement/Prospectus (as amended or supplemented from time to time, the “Amended Joint Proxy Statement/Prospectus” and, together with the Original Joint Proxy Statement/Prospectus, the “Joint Proxy Statement/Prospectus”) (x) Statement to be mailed to the Company's stockholders of at the earliest practical time. The Company relating to the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”). Each of Parent and the Company shall use its reasonable best efforts to have the Amended Form S-4 declared effective by the SEC, and to keep the Amended Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. Parent shall furnish to the Company all information relating to Parent as may be reasonably requested by the Company in connection with any such action and the preparation, filing and mailing of the Amended Joint Proxy Statement/Prospectus and the Company shall furnish to Parent all information relating to the Company as may be reasonably requested by Parent in connection with any such action and the preparation and filing of the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4. Subject to applicable Law, as promptly as reasonably practicable after the SEC or its staff advises that it has no further comments on the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4 or that the Company and Parent may commence mailing the Amended Joint Proxy Statement/Prospectus, each of the Company and Parent shall use its reasonable best efforts to cause the Amended Joint Proxy Statement/Prospectus to be distributed to the stockholders of the Company and the shareholders of Parent (as applicable). No filing of, or amendment or supplement to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, shall be made by the Company or Parent, as applicable, and no response to any comments of the SEC or its staff with respect thereto shall be submitted by the Company or Parent, as applicable, without providing the other party a reasonable opportunity to review and comment thereon and giving due consideration to inclusion in the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or any such response, comments reasonably proposed by either party. Both parties shall will notify the other party Concord promptly of the receipt of any comments from the SEC or its staff of the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, and of any request by the SEC or its staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, Statement or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC information and shall will supply the other party Concord with copies of all correspondence between such party the Company or any of its Representativesrepresentatives, on the one hand, and the staff of the SECSEC or its staff, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus Statement or the Amended Form S-4. (b) None of the information supplied or to be supplied by the Company or Parent for inclusion or incorporation by reference into (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) the Joint Proxy Statement/Prospectus will, at the date of distribution to stockholders of the Company, at the time of the Company Stockholders Meeting to be held in connection with the Merger, at the date of distribution to shareholders of Parent and at the time of the Parent Stockholders Meeting to be held in connection with the Issuance, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; providing, that, in each case of (i) and (ii), neither party shall be responsible or liable for any statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote Stockholders' Meeting there shall occur any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which event that should be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus or Form S-4, as applicable, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers Company will promptly prepare and mail to its stockholders such information shall promptly notify the other party and an appropriate amendment or supplement. The Company will not mail any Proxy Statement, or any amendment or supplement describing such information shall be promptly filed thereto, to which Concord reasonably objects. The Company hereby consents to the inclusion in the Proxy Statement of the recommendation of the Board described in Section 5.2, subject to any modification, amendment or withdrawal thereof, and represents that the Independent Advisor has, subject to the terms of its engagement letter with the SEC andCompany, consented to the extent required by Law, distributed inclusion of references to its opinion in the stockholders of the Company and to the shareholders of ParentProxy Statement. (cb) The Company, Concord, and Merger Sub shall together prepare and file a Transaction Statement on Schedule 13E-3 (together with all amendments and exhibits thereto, the "Schedule 13E-3") under the Exchange Act. Each of the Company Concord and Parent Merger Sub shall cause the Joint Proxy Statement/Prospectus furnish all information concerning it, its affiliates and the Form S-4 holders of its capital stock required to comply as be included in the Schedule 13E-3 and, after consultation with each other, shall respond promptly to form in all material respects with the requirements of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of any comments made by the SEC thereunder, except that no representation or warranty shall be made by either party with respect to statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunderSchedule 13E-3. (d) Each party will advise the other party promptly after it receives notice thereof, of the time when the Form S-4 becomes effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4.

Additional Agreements. Section 6.1 Preparation I agree to the following: That all persons who signed the Loan Documents or their authorized representative(s) have signed this Agreement, unless (i) a borrower or co-borrower is deceased; (ii) the borrower and co-borrower are divorced and the property has been transferred to one spouse in the divorce decree, the spouse who no longer has an interest in the property need not sign this Agreement (although the non-signing spouse may continue to be held liable for the obligation under the Loan Documents); or (iii) Lender has waived this requirement in writing. That this Agreement shall supersede the terms of any modification, forbearance, trial period plan or other workout plan that I previously entered into with Lender. To comply, except to the extent that they are modified by this Agreement, with all covenants, agreements, and requirements of Loan Documents including my agreement to make all payments of taxes, insurance premiums, assessments, Escrow Items, impounds, and all other payments, the amount of which may change periodically over the term of my Loan. That this Agreement constitutes notice that ▇▇▇▇▇▇’s waiver as to payment of Escrow Items, if any, has been revoked, and I have been advised of the Amendment amount needed to Joint Proxy Statement/Prospectus fully fund my escrow account. That the Loan Documents as modified by this Agreement are duly valid, binding agreements, enforceable in accordance with their terms and Post-Effective Amendment are hereby reaffirmed. That all terms and provisions of the Loan Documents, except as expressly modified by this Agreement, or by the U.S. Bankruptcy Code, remain in full force and effect; nothing in this Agreement shall be understood or construed to Form S-4. (a) On July 2be a satisfaction or release in whole or in part of the obligations contained in the Loan Documents; and that except as otherwise specifically provided in, 2021and as expressly modified by, Parent filed with this Agreement, or by the SEC a registration statement on Form S-4 under U.S. Bankruptcy Code, the Securities Act (including a preliminary joint proxy statement/prospectusLender and I will be bound by, and will comply with, all of the terms and conditions of the Loan Documents. That, as amended of the Modification Effective Date, notwithstanding any other provision of the Loan Documents, if all or supplemented any part of the Property or any interest in it is sold or transferred without ▇▇▇▇▇▇’s prior written consent, Lender may, at its option, require immediate payment in full of all sums secured by the Mortgage. Lender shall not exercise this option if state or federal law, rules or regulations prohibit the exercise of such option as of the date of such sale or transfer. If Lender exercises this option, Lender shall give me notice of acceleration. The notice shall provide a period of not less than 30 days from time the date the notice is delivered or mailed within which I must pay all sums secured by the Mortgage. If I fail to time pay these sums prior to the date hereofexpiration of this period, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and Lender may invoke any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective remedies permitted by the SEC Mortgage without further notice or demand on July 23me. That, 2021. As promptly as reasonably practicable after of the execution Modification Effective Date, I understand that ▇▇▇▇▇▇ will only allow the transfer and delivery assumption of the Loan, including this Agreement, (i) to a transferee of my property as permitted under the Company and Parent shall jointly prepare and cause ▇▇▇▇ St. ▇▇▇▇▇▇▇ Act, 12 U.S.C. Section 1701j-3. A buyer or transferee of the Property will not be permitted, under any other circumstance, to assume the Loan. Except as noted herein, this Agreement may not be filed with assigned to, or assumed by, a buyer or transferee of the SEC an Property. That, as of the Modification Effective Date, if any provision in the Note or in any addendum or amendment to the Original Joint Proxy Statement/Prospectus (as amended Note allowed for the assessment of a penalty for full or supplemented from time partial prepayment of the Note, such provision is null and void. That, I will cooperate fully with Lender in obtaining any title endorsement(s), or similar title insurance product(s), and/or subordination agreement(s) that are necessary or required by the Lender’s procedures or requirements to timeensure that the modified mortgage Loan is in first lien position and/or is fully enforceable upon modification and that if, the “Amended Joint Proxy Statement/Prospectus” and, together with the Original Joint Proxy Statement/Prospectus, the “Joint Proxy Statement/Prospectus”) (x) to be mailed under any circumstance and not withstanding anything else to the stockholders contrary in this Agreement, Lender does not receive such title endorsement(s), title insurance product(s) and/or subordination agreement(s), then the terms of this Agreement will not become effective on the Company relating to the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”). Each of Parent Modification Effective Date and the Company shall use its reasonable best efforts to have the Amended Form S-4 declared effective by the SEC, Agreement will be null and to keep the Amended Form S-4 effective as long as is necessary to consummate the Merger and the void. That I will execute such other transactions contemplated hereby. Parent shall furnish to the Company all information relating to Parent documents as may be reasonably requested by necessary to either (i) consummate the Company in connection with terms and conditions of this Agreement; or (ii) correct the terms and conditions of this Agreement if an error is detected after execution of this Agreement. I understand that either a corrected Agreement or a letter agreement containing the correction will be provided to me for my signature. At Lender’s option, this Agreement will be void and of no legal effect upon notice of such error. If I elect not to sign any such action corrective documentation, the terms of the original Loan Documents shall continue in full force and effect, such terms will not be modified by this Agreement, and I will not be eligible for a modification under the Program. That Lender will collect and record personal information, which may include, but is not limited to, my name, address, telephone number, social security number, credit score, income, payment history, government monitoring information, and information about account balances and activity. In addition, I understand and consent to the disclosure of my personal information and the preparationterms of a trial period plan, filing and mailing of the Amended Joint Proxy Statement/Prospectus and the Company shall furnish to Parent all information relating to the Company as may be reasonably requested by Parent in connection with any such action and the preparation and filing of the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4. Subject to applicable Law, as promptly as reasonably practicable after the SEC or its staff advises that it has no further comments on the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4 or that the Company and Parent may commence mailing the Amended Joint Proxy Statement/Prospectus, each of the Company and Parent shall use its reasonable best efforts to cause the Amended Joint Proxy Statement/Prospectus to be distributed to the stockholders of the Company and the shareholders of Parent (as applicable). No filing of, or amendment or supplement to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, shall be made by the Company or Parent, as if applicable, and no response this Agreement by Lender to any comments of the SEC investor, insurer, guarantor or its staff with respect thereto shall be submitted by the Company or Parent, as applicable, without providing the other party a reasonable opportunity to review and comment thereon and giving due consideration to inclusion in the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or any such response, comments reasonably proposed by either party. Both parties shall notify the other party promptly of the receipt of any comments from the staff of the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (b) None of the information supplied or to be supplied by the Company or Parent for inclusion or incorporation by reference into (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) the Joint Proxy Statement/Prospectus will, at the date of distribution to stockholders of the Company, at the time of the Company Stockholders Meeting to be held servicer in connection with the MergerProgram, at or to any HUD certified housing counselor. That if any document related to the Loan Documents and/or this Agreement is lost, misplaced, misstated, inaccurately reflects the true and correct terms and conditions of the Loan as modified, or is otherwise missing, I will comply with ▇▇▇▇▇▇'s request to execute, acknowledge, initial and deliver to Lender any documentation Lender deems necessary. If the Note is replaced, ▇▇▇▇▇▇ hereby indemnifies me against any loss associated with a demand on the Note. All documents Lender requests of me under this Section 4(M) shall be referred to as "Documents." I agree to deliver the Documents within ten (10) days after I receive ▇▇▇▇▇▇’s written request for such replacement. That the mortgage insurance premiums on my Loan, if applicable, may increase as a result of the capitalization which will result in a higher total monthly payment. Furthermore, the date on which I may request cancellation of distribution to shareholders of Parent and at the time mortgage insurance may change as a result of the Parent Stockholders Meeting to be held in connection with the Issuance, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; providing, that, in each case of (i) and (ii), neither party shall be responsible or liable for any statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus or Form S-4, as applicable, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, distributed to the stockholders of the Company and to the shareholders of ParentNew Principal Balance. (c) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall be made by either party with respect to statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunder. (d) Each party will advise the other party promptly after it receives notice thereof, of the time when the Form S-4 becomes effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4.

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

Additional Agreements. Section 6.1 Preparation of the Amendment to Joint Proxy Statement5.1 PREPARATION OF FORM S-4 AND JOINT PROXY STATEMENT/Prospectus and Post-Effective Amendment to Form S-4PROSPECTUS; INFORMATION SUPPLIED. (a) On July 2, 2021, Parent filed with the SEC a registration statement on Form S-4 under the Securities Act (including a preliminary joint proxy statement/prospectus, As soon as amended or supplemented from time to time prior to practicable following the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) the Company Chancellor and Parent Capstar shall jointly prepare and cause to be filed file with the SEC an amendment to the Original Joint Proxy Statement/Prospectus and (as amended or supplemented from time ii) Capstar and Chancellor shall prepare and file a Registration Statement on Form S-4 (the "Form S-4") with respect to timethe registration of the issuance of shares of Parent Voting Common Stock and Parent Convertible Preferred Stock in the Merger, of which the “Amended Joint Proxy Statement/Prospectus” and, together with the Original Joint Proxy Statement/Prospectus, the “Joint Proxy Statement/Prospectus”) (x) to be mailed to the stockholders of the Company relating to the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC Prospectus will form a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”)part. Each of Parent Chancellor and the Company Capstar shall use its reasonable best efforts to have the Amended Form S-4 declared effective by under the SEC, and to keep the Amended Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. Parent shall furnish to the Company all information relating to Parent as may be reasonably requested by the Company in connection with any such action and the preparation, filing and mailing of the Amended Joint Proxy Statement/Prospectus and the Company shall furnish to Parent all information relating to the Company as may be reasonably requested by Parent in connection with any such action and the preparation and filing of the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4. Subject to applicable Law, Securities Act as promptly as reasonably practicable after the SEC or its staff advises that it has no further comments on the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4 or that the Company and Parent may commence mailing the Amended Joint Proxy Statement/Prospectus, each of the Company and Parent such filing. Chancellor shall use its reasonable best efforts to cause the Amended Joint Proxy Statement/Prospectus to be distributed mailed to the stockholders of the Company and the shareholders of Parent (as applicable). No filing of, or amendment or supplement to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, shall be made by the Company or Parent, as applicableChancellor's stockholders, and no response Capstar shall use its reasonable best efforts to any comments of the SEC or its staff with respect thereto shall be submitted by the Company or Parent, as applicable, without providing the other party a reasonable opportunity to review and comment thereon and giving due consideration to inclusion in the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or any such response, comments reasonably proposed by either party. Both parties shall notify the other party promptly of the receipt of any comments from the staff of the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (b) None of the information supplied or to be supplied by the Company or Parent for inclusion or incorporation by reference into (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) the Joint Proxy Statement/Prospectus will, at the date of distribution to stockholders of the Company, at the time of the Company Stockholders Meeting to be held in connection with the Merger, at the date of distribution to shareholders of Parent and at the time of the Parent Stockholders Meeting to be held in connection with the Issuance, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; providing, that, in each case of (i) and (ii), neither party shall be responsible or liable for any statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus or Form S-4, as applicable, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, distributed to the stockholders of the Company and to the shareholders of Parent. (c) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and to be mailed to Capstar's stockholders, in each case as promptly as practicable after the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall be made by either party with respect to statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger is declared effective under the Securities Act Act. Capstar shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or take any action that would subject it to the service of process in suits, other than as to matters and Exchange Act and the rules and regulations thereunder. (d) Each party will advise the other party promptly after it receives notice thereof, of the time when transactions relating to the Form S-4 becomes effectiveS-4, the issuance of in any stop order, the suspension of the qualification of the Parent Common Stock issuable jurisdiction where it is not so subject) required to be taken under any applicable state securities laws in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment issuance of the Joint Proxy Statement/Prospectus or the Form S-4.Parent Voting Common Stock and Parent Convertible Preferred Stock in the

Additional Agreements. Section 6.1 Preparation of the Amendment to Joint Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4. (a) On July 2Unless the Company or the Board has breached any material provision of this Agreement and failed to cure such breach within five (5) business days following the receipt of written notice from the Icahn Group specifying any such breach, 2021, Parent filed solely in connection with the SEC a registration statement on Form S-4 under 2024 Annual Meeting, each member of the Securities Act Icahn Group shall (including a preliminary joint proxy statement/prospectus1) cause, as amended or supplemented from time to time prior to the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger case of all Voting Securities (such registration statementas defined below) owned of record, and (2) instruct and cause the record owner, in the case of all shares of Voting Securities beneficially owned but not owned of record, directly or indirectly, by it, or by any amendments Icahn Affiliate, in each case as of the record date of the 2024 Annual Meeting or supplements thereto prior as to which the date hereofmember of the Icahn Group otherwise has the power to vote or direct the vote, in each case that are entitled to vote at the “Original Form S-4”)2024 Annual Meeting, which was declared effective to be present for quorum purposes and to be voted, at the 2024 Annual Meeting or at any adjournment or postponement thereof, (A) for each nominee recommended by the SEC on July 23, 2021. As promptly as reasonably practicable after Board for election at the execution and delivery of this Agreement2024 Annual Meeting, (iB) against any nominees that are not nominated by the Company and Parent shall jointly prepare and cause to be filed with Board for election at the SEC an amendment to the Original Joint Proxy Statement/Prospectus (as amended or supplemented from time to time, the “Amended Joint Proxy Statement/Prospectus” and, together with the Original Joint Proxy Statement/Prospectus, the “Joint Proxy Statement/Prospectus”) (x) to be mailed to the stockholders of the Company relating to the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders 2024 Annual Meeting, and (iiC) Parent shall prepare, together with in favor of the ratification of the Company, ’s auditors. Except as provided in the foregoing sentence and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements theretoin Section 2(b), the Icahn Group shall not be restricted from voting “Amended Form S-4For,” and, together with “Against” or “Abstaining” from any other proposals at the Original Form S-4, the “Form S-4”). Each of Parent and the Company shall use its reasonable best efforts to have the Amended Form S-4 declared effective by the SEC, and to keep the Amended Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. Parent shall furnish to the Company all information relating to Parent as may be reasonably requested by the Company in connection with any such action and the preparation, filing and mailing of the Amended Joint Proxy Statement/Prospectus and the Company shall furnish to Parent all information relating to the Company as may be reasonably requested by Parent in connection with any such action and the preparation and filing of the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4. Subject to applicable Law, as promptly as reasonably practicable after the SEC or its staff advises that it has no further comments on the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4 or that the Company and Parent may commence mailing the Amended Joint Proxy Statement/Prospectus, each of the Company and Parent shall use its reasonable best efforts to cause the Amended Joint Proxy Statement/Prospectus to be distributed to the stockholders of the Company and the shareholders of Parent (as applicable). No filing of, or amendment or supplement to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, shall be made by the Company or Parent, as applicable, and no response to any comments of the SEC or its staff with respect thereto shall be submitted by the Company or Parent, as applicable, without providing the other party a reasonable opportunity to review and comment thereon and giving due consideration to inclusion in the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or any such response, comments reasonably proposed by either party. Both parties shall notify the other party promptly of the receipt of any comments from the staff of the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-42024 Annual Meeting. (b) None of the information supplied or to be supplied by Unless the Company or Parent for inclusion or incorporation by reference into (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of material fact or omit to state Board has breached any material fact required provision of this Agreement and failed to cure such breach within five (5) business days following the receipt of written notice from the Icahn Group specifying any such breach, for any annual meeting or special meeting of shareholders subsequent to the 2024 Annual Meeting, if the Board has agreed to nominate the Icahn Designee (or Replacement Designee) then serving on the Board for election at such annual meeting or special meeting and the Icahn Designee have consented to be stated therein nominated at such annual meeting or necessary to make special meeting, each member of the statements thereinIcahn Group shall (1) cause, in light the case of the circumstances under which they were made, not misleadingall Voting Securities owned of record, and (ii2) instruct and cause the Joint Proxy Statement/Prospectus will, at the date of distribution to stockholders of the Company, at the time of the Company Stockholders Meeting to be held in connection with the Merger, at the date of distribution to shareholders of Parent and at the time of the Parent Stockholders Meeting to be held in connection with the Issuance, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereinrecord owner, in light the case of the circumstances under which they were madeall shares of Voting Securities beneficially owned but not owned of record, not misleading; providingdirectly or indirectly, thatby it, or by any Icahn Affiliate, in each case as of the record date of the applicable annual meeting or special meeting or as to which the member of the Icahn Group otherwise has the power to vote or direct the vote, in each case that are entitled to vote at such annual meeting or special meeting, to be present for quorum purposes and to be voted at such annual meeting or special meeting or at any adjournment or postponement thereof, (iA) for each director recommended by the Board for election at such annual meeting or special meeting, (B) against any nominees that are not nominated by the Board for election at such annual meeting or special meeting, and (ii)C) in favor of the ratification of the Company’s auditors. Except as provided in the foregoing sentence, neither party the Icahn Group shall not be responsible restricted from voting “For,” “Against” or liable for “Abstaining” from any statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference therein. If proposals at any time prior to obtaining annual meeting or special meeting following the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus or Form S-4, as applicable, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, distributed to the stockholders of the Company and to the shareholders of Parent2024 Annual Meeting. (c) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall be made by either party with respect to statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunder. (d) Each party will advise the other party promptly after it receives notice thereof, of the time when the Form S-4 becomes effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4.

Additional Agreements. Section 6.1 Preparation of the Amendment to Joint Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4. (a) On July 2Section 6 of the Series E Preferred Shares set forth in the Company’s Articles Supplementary dated February 28, 2021, Parent filed with the SEC a registration statement on Form S-4 under the Securities Act 2017 (including a preliminary joint proxy statement/prospectus, as amended or supplemented from time to time prior to the date hereof, the “Original Joint Proxy Statement/ProspectusArticles Supplementary”) requires certain consents of the holders with respect to Company actions with respect to the Proposals, the Loan Agreement, including an Unsolicited Cash Offer (as defined in the Loan Agreement) pursuant to Section 3.9 of the Loan Agreement and the StepStone Rights Grant; provided that such consent shall not apply to any issuance of Parent Common Stock in preferred stock of the Merger (such registration statement, Company pursuant to Section 3.9 of the Loan Agreement. The Stockholders acknowledge and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after agree that the execution and delivery of this AgreementAgreement by the Stockholders shall be deemed such consent by the Stockholders, (i) the in their capacity as holders of Company and Parent Series E Preferred Shares, provided that such consent shall jointly prepare and cause not apply to be filed with the SEC an amendment to the Original Joint Proxy Statement/Prospectus (as amended or supplemented from time to time, the “Amended Joint Proxy Statement/Prospectus” and, together with the Original Joint Proxy Statement/Prospectus, the “Joint Proxy Statement/Prospectus”) (x) to be mailed to the stockholders any issuance of preferred stock of the Company relating pursuant to the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”). Each of Parent and the Company shall use its reasonable best efforts to have the Amended Form S-4 declared effective by the SEC, and to keep the Amended Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. Parent shall furnish to the Company all information relating to Parent as may be reasonably requested by the Company in connection with any such action and the preparation, filing and mailing of the Amended Joint Proxy Statement/Prospectus and the Company shall furnish to Parent all information relating to the Company as may be reasonably requested by Parent in connection with any such action and the preparation and filing of the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4. Subject to applicable Law, as promptly as reasonably practicable after the SEC or its staff advises that it has no further comments on the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4 or that the Company and Parent may commence mailing the Amended Joint Proxy Statement/Prospectus, each of the Company and Parent shall use its reasonable best efforts to cause the Amended Joint Proxy Statement/Prospectus to be distributed to the stockholders of the Company and the shareholders of Parent (as applicable). No filing of, or amendment or supplement to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, shall be made by the Company or Parent, as applicable, and no response to any comments of the SEC or its staff with respect thereto shall be submitted by the Company or Parent, as applicable, without providing the other party a reasonable opportunity to review and comment thereon and giving due consideration to inclusion in the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or any such response, comments reasonably proposed by either party. Both parties shall notify the other party promptly of the receipt of any comments from the staff of the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4an Unsolicited Cash Offer. (b) None The Stockholders hereby waive their preemptive rights that might apply with respect to the Proposals to purchase Company securities granted pursuant to the following agreements between the Company and the Stockholders or affiliates of the information supplied or Stockholders, Section 3 of that certain Investor Rights and Conversion Agreement dated February 1, 2012, as extended by 3(f) of that certain Agreement dated July 23, 2015, and as further extended by Section 4 of the Agreement dated March 16, 2016 (collectively, the “Investor Agreement”), provided, however, the foregoing waiver shall in no manner restrict Stockholders’ pro rata purchases pursuant to be supplied the rights offering contemplated by the Company Proposals, or Parent for inclusion or incorporation by reference into (i) the Form S-4 willpurchase rights, at the time the Form S-4 is filed with the SEC or at the time it becomes effective if any, granted under the Securities ActLoan Agreement, contain any untrue statement of material fact or omit pursuant to state any material fact required to be stated therein or necessary to make an Unsolicited Cash Offer (as defined in the statements therein, in light of the circumstances under which they were made, not misleadingLoan Agreement), and (ii) the Joint Proxy Statement/Prospectus will, at the date of distribution to stockholders of the Company, at the time of the Company Stockholders Meeting to be held in connection with the Merger, at the date of distribution to shareholders of Parent and at the time of the Parent Stockholders Meeting to be held in connection with the Issuance, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; providing, that, in each case of (i) and (ii), neither party shall be responsible or liable for any statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus or Form S-4, as applicable, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC andprovided further, to the extent required by LawLender or its affiliates do not exercise preemptive rights pursuant to Section 4 of that certain Investor Rights Agreement dated March 16, distributed to the stockholders of 2016 between the Company and to the shareholders affiliates of Parent. (c) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall be made by either party with respect to statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunder. (d) Each party will advise the other party promptly after it receives notice thereof, of the time when the Form S-4 becomes effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable Lender in connection with an Unsolicited Cash Offer, the Merger Stockholders may exercise such unexercised preemptive rights for offering its own account in the Unsolicited Cash Offer, it being acknowledged that the Company may grant similar rights to exercise unexercised preemptive rights of Stockholders to Lender or sale in any jurisdiction, or any request by its affiliate (the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4“StepStone Rights Grant”).

Additional Agreements. Section 6.1 Preparation of the Amendment to Joint Proxy Statement/Prospectus Form F-4 and Post-Effective Amendment to Form S-4Schedule 13E-3. (a) On July 2, 2021As promptly as practicable after the execution of this Agreement, Parent filed shall, with the assistance of the Company, prepare and file with the SEC a registration statement on Form S-4 F-4 with respect to the Parent Shares to be issued with the Merger. Parent shall promptly respond to any comments made by the SEC regarding the Form F-4 and shall endeavor to have the Form F-4 declared effective under the Securities Act (including a preliminary joint proxy statement/prospectus, as amended or supplemented from time to time prior to the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) the Company and Parent shall jointly prepare and cause to be filed filing with the SEC an amendment to and cause the Original Joint Proxy Statement/Prospectus (as amended or supplemented from time to time, the “Amended Joint Proxy Statement/Prospectus” and, together with the Original Joint Proxy Statement/Prospectus, the “Joint Proxy Statement/Prospectus”) (x) to be mailed to the stockholders of the Company relating to the Company Stockholders Meeting and (y) to be mailed delivered to the shareholders or holders of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”). Each of Parent and the Company shall use its reasonable best efforts to have the Amended Form S-4 declared effective by the SEC, and to keep the Amended Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. Parent shall furnish to the Company all information relating to Parent as may be reasonably requested by the Company in connection with any such action and the preparation, filing and mailing of the Amended Joint Proxy Statement/Prospectus and the Company shall furnish to Parent all information relating to the Company as may be reasonably requested by Parent in connection with any such action and the preparation and filing of the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4. Subject to applicable Law, as promptly as reasonably practicable after the SEC or its staff advises that it has no further comments on the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4 or that the Company and Parent may commence mailing the Amended Joint Proxy Statement/Prospectus, each of the Company and Parent shall use its reasonable best efforts to cause the Amended Joint Proxy Statement/Prospectus to be distributed to the stockholders of the Company and the shareholders of Parent (as applicable)ADSs. No filing of, or amendment or supplement to to, the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, shall F-4 will be made by the Company or Parent, as applicable, and no response to any comments of the SEC or its staff with respect thereto shall be submitted by the Company or Parent, as applicable, Parent without providing the other party Company a reasonable opportunity to review and comment thereon and giving due consideration to inclusion in the Amended Joint Proxy Statement/Prospectus or Amended Form S-4thereon. Each Party shall, as applicablepromptly as practicable after the receipt thereof, or any such response, comments reasonably proposed by either party. Both parties shall notify provide to the other party promptly of the receipt Party copies of any written comments and advise the other Party of any oral comments, with respect to the Form F-4 received from the staff of the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional informationSEC. The Company shall furnish as promptly as practicable such information concerning the Company reasonably requested in connection with the Form F-4 or other filings required under applicable Laws. (b) Parent, as applicableMerger Sub and the Company shall prepare and file with the SEC the Schedule 13E-3. Parent, Merger Sub and the Company shall cause the Schedule 13E-3 to comply with the rules and regulations promulgated by the SEC and respond promptly to any comments or requests of the SEC regarding the Schedule 13E-3. Each Party shall, as promptly as practicable after the receipt thereof, provide to the other Party copies of any written comments and advise the other Party of any oral comments, with respect to the Schedule 13E-3 received from the staff of the SEC SEC. Each of Parent, Merger Sub and shall supply the other party Company will be provided with copies of all correspondence between such party or any of its Representatives, a reasonable opportunity to review and comment on the one hand, initial Schedule 13E-3 and the staff of any amendment or supplement thereto prior to filing with the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (bc) None of the information supplied or to be supplied by the Company or Parent for inclusion or incorporation by reference into (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) the Joint Proxy Statement/Prospectus will, at the date of distribution to stockholders of the Company, at the time of the Company Stockholders Meeting to be held in connection with the Merger, at the date of distribution to shareholders of Parent and at the time of the Parent Stockholders Meeting to be held in connection with the Issuance, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; providing, that, in each case of (i) and (ii), neither party shall be responsible or liable for any statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote Effective Time, any information relating to the Company or Parent, each Party or any of their respective its Affiliates, directors or officers, officers should be discovered by the Company or Parent such Party, which should be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus Form F-4 or Form S-4, as applicable, Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information Party shall promptly notify the other party Party of such information and an appropriate the other Party shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, distributed to the stockholders of the Company and to the shareholders of Parent. (c) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation F-4 or warranty shall be made by either party with respect to statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunderSchedule 13E-3. (d) Each party will advise the other party promptly after it receives notice thereof, of the time when the Form S-4 becomes effective, the issuance of Parent shall use reasonable efforts to cause any stop order, the suspension of the qualification of the Parent Common Stock issuable ADSs to be issued in connection with the Merger to be approved for offering or sale in any jurisdictionlisting on The New York Stock Exchange, or any request by the SEC for amendment such listing to be subject to official notice of the Joint Proxy Statement/Prospectus or the Form S-4issuance.

Additional Agreements. Section 6.1 SECTION 5.1. Preparation of the Amendment to Form S-4 and the Joint Proxy Statement/Prospectus . As soon as is reasonably practicable following the date of this Agreement, Chartwell and Post-Effective Amendment to Form S-4. (a) On July 2, 2021, Parent filed Trenwick shall prepare and file with the SEC the Joint Proxy Statement and a registration statement of Trenwick on Form S-4 with respect to the transactions contemplated by this Agreement. Each of Chartwell and Trenwick shall use its commercially reasonable efforts to have the Joint Proxy Statement cleared by the SEC under the Exchange Act and the Form S-4 declared effective under the Securities Act (including a preliminary joint proxy statement/prospectus, as amended or supplemented from time promptly as practicable after such filing. Chartwell will use its commercially reasonable efforts to time prior to cause the date hereof, the “Original Joint Proxy Statement/Prospectus”Statement to be mailed to Chartwell's stockholders, and 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 process) required to be taken under any applicable state securities laws in connection with respect to the issuance of Parent Trenwick Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) the Company and Parent shall jointly prepare and cause to be filed with the SEC an amendment to the Original Joint Proxy Statement/Prospectus (as amended or supplemented from time to time, the “Amended Joint Proxy Statement/Prospectus” and, together with the Original Joint Proxy Statement/Prospectus, the “Joint Proxy Statement/Prospectus”) (x) to be mailed to the stockholders of the Company relating to the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”). Each of Parent and the Company shall use its reasonable best efforts to have the Amended Form S-4 declared effective by the SEC, and to keep the Amended Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. Parent Chartwell shall furnish to the Company all information relating to Parent concerning Chartwell and its stockholders as may be reasonably requested by the Company in connection with any such action and the preparation, filing and mailing of the Amended Joint Proxy Statement/Prospectus and the Company shall furnish to Parent all information relating to the Company as may be reasonably requested by Parent in connection with any such action and the preparation and filing of the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4. Subject to applicable Law, as promptly as reasonably practicable after the SEC or its staff advises that it has no further comments on the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4 or that the Company and Parent may commence mailing the Amended Joint Proxy Statement/Prospectus, each of the Company and Parent shall use its reasonable best efforts to cause the Amended Joint Proxy Statement/Prospectus to be distributed to the stockholders of the Company and the shareholders of Parent (as applicable)action. No filing of, or amendment or supplement to to, the Amended Form S-4 or the Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, shall Statement will be made by the Company Trenwick or Parent, as applicable, and no response to any comments of the SEC or its staff with respect thereto shall be submitted by the Company or Parent, as applicable, Chartwell without providing the other party a reasonable parties the opportunity to review and comment thereon and giving due consideration to inclusion thereon. Trenwick will advise Chartwell, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Trenwick Common Stock issuable in connection with the Amended Joint Proxy Statement/Prospectus Merger for offering or Amended Form S-4, as applicablesale in any jurisdiction, or any such response, comments reasonably proposed by either party. Both parties shall notify the other party promptly of the receipt of any comments from the staff of the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon or responses thereto or requests by the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (b) None of the information supplied or to be supplied by the Company or Parent for inclusion or incorporation by reference into (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) the Joint Proxy Statement/Prospectus will, at the date of distribution to stockholders of the Company, at the time of the Company Stockholders Meeting to be held in connection with the Merger, at the date of distribution to shareholders of Parent and at the time of the Parent Stockholders Meeting to be held in connection with the Issuance, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; providing, that, in each case of (i) and (ii), neither party shall be responsible or liable for any statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote Effective Time any information relating to the Company Trenwick or ParentChartwell, or any of their respective Affiliatesaffiliates, directors officers or officersdirectors, should be discovered by the Company Trenwick or Parent Chartwell which should be set forth in an amendment or supplement to any of the Form S-4 or Joint Proxy Statement/Prospectus or Form S-4, as applicable, so that any such document documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are were made, not misleading, the party that discovers which discovered such information shall promptly notify the other party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Lawlaw, distributed disseminated to the stockholders of the Company Trenwick and to the shareholders of ParentChartwell. (c) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall be made by either party with respect to statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunder. (d) Each party will advise the other party promptly after it receives notice thereof, of the time when the Form S-4 becomes effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4.

Additional Agreements. Section 6.1 Preparation of the Amendment to Joint Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4. (a) On July 2, 2021, Parent filed with the SEC a registration statement on Form S-4 under the Securities Act (including a preliminary joint proxy statement/prospectus, as amended or supplemented from time to time prior to the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) the Company and Parent shall jointly prepare and cause to be filed with the SEC an amendment to the Original Joint Proxy Statement/Prospectus (as amended or supplemented from time to time, the “Amended Joint Proxy Statement/Prospectus” and, together with the Original Joint Proxy Statement/Prospectus, the “Joint Proxy Statement/Prospectus”) (x) to be mailed to the stockholders of the Company relating to the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”). Each of Parent and the The Company shall use its commercially reasonable best efforts to further amend its Articles of Organization within 45 days of the Closing to authorize the creation of a new series of Company Preferred Stock (the “Transferee Preferred Stock”) having identical terms in all respects to the Series B Preferred Stock, except that the Transferee Preferred Stock shall not be subject to the transfer restrictions set forth in Section 4.2 of the Prior Agreement, and shall not contain any limitation on any person’s ability to own, control, have the Amended Form S-4 declared effective by power to vote or convert the SEC, and to keep shares of Transferee Preferred Stock (or the Amended Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. Parent shall furnish to the Company all information relating to Parent as shares of Common Stock into which shares of Transferee Preferred Stock may be reasonably requested by converted) or any limitation on any adjustment or other provision therein, on the Company in connection with any such action and the preparation, filing and mailing basis of the Amended Joint Proxy Statement/Prospectus and the Company shall furnish to Parent all information relating to the Company as may be reasonably requested by Parent in connection with percentage of voting securities that any holder of such action and the preparation and filing of the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4. Subject to applicable Law, as promptly as reasonably practicable after the SEC or its staff advises that it has no further comments on the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4 or that the Company and Parent may commence mailing the Amended Joint Proxy Statement/Prospectus, each of the Company and Parent shall use its reasonable best efforts to cause the Amended Joint Proxy Statement/Prospectus to be distributed to the stockholders of the Company and the shareholders of Parent securities (as applicable). No filing of, or amendment or supplement to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, shall be made by the Company or Parent, as applicable, and no response to any comments of the SEC or its staff with respect thereto shall be submitted by the Company or Parent, as applicable, without providing the other party a reasonable opportunity to review and comment thereon and giving due consideration to inclusion in the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or any such response, comments reasonably proposed by either party. Both parties shall notify the other party promptly of the receipt of any comments from the staff of the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its RepresentativesAffiliates) owns, on controls or has the one hand, and the staff of the SEC, on the other hand, with respect power to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4vote. (b) None The Company shall use commercially reasonable efforts to register warrants (“Transferee Warrants”) having identical terms in all respects to the Warrants issued to Purchaser pursuant to the Prior Agreement, except that such Transferee Warrants shall not be subject to the transfer restrictions set forth in Section 4.2 of the information supplied or to be supplied by the Company or Parent for inclusion or incorporation by reference into (i) the Form S-4 willPrior Agreement, at the time the Form S-4 is filed with the SEC or at the time it becomes effective under the Securities Act, and shall not contain any untrue statement limitation on any person’s ability to own, control, have the power to vote or exercise the Transferee Warrants (or the shares of material fact Common Stock that the holder of any Transferee Warrants may be entitled upon exercise) or omit to state any material fact required to be stated therein limitation on any adjustment or necessary to make the statements other provision therein, in light on the basis of the circumstances under which they were made, not misleading, and percentage of voting securities that any holder of such securities (ii) the Joint Proxy Statement/Prospectus will, at the date of distribution to stockholders of the Company, at the time of the Company Stockholders Meeting to be held in connection with the Merger, at the date of distribution to shareholders of Parent and at the time of the Parent Stockholders Meeting to be held in connection with the Issuance, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; providing, that, in each case of (i) and (ii), neither party shall be responsible or liable for any statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote any information relating to the Company or Parent, or any of their respective its Affiliates) owns, directors controls or officers, should be discovered by has the Company or Parent which should be set forth in an amendment or supplement power to the Joint Proxy Statement/Prospectus or Form S-4, as applicable, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, distributed to the stockholders of the Company and to the shareholders of Parentvote. (c) Each At any time after the registration of the Company Transferee Preferred Stock and Parent shall cause Transferee Warrants, in connection with any transfer, sale, assignment or other disposition of Series B Preferred Stock and/or Warrants pursuant to the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements terms of Section 4.2 of the Exchange Act and Securities ActPrior Agreement, upon the request of the transferor, the transferor shall be entitled to surrender to the Company the shares of Series B Preferred Stock and/or the Warrants to be so transferred, and, upon such surrender, the Company shall issue to the transferor for immediate delivery to the transferee, in lieu of the shares of Series B Preferred Stock and/or Warrants surrendered, an equal number of shares of the respective series of Transferee Preferred Stock and/or Transferee Warrants, as the case may be, and the rules and regulations . Any securities issued pursuant to this paragraph shall be deemed “Registrable Securities” for purposes of the SEC thereunder, except that no representation or warranty shall be made by either party with respect to statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunderPrior Agreement. (d) Each party will advise the other party promptly after it receives notice thereof, of the time when the Form S-4 becomes effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4.

Additional Agreements. Section 6.1 Preparation of the Amendment to Joint Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4SECTION 5.1 PREPARATION OF FORM S-4 AND THE PROXY STATEMENT; STOCKHOLDERS' MEETING. (a) On July 2As promptly as reasonably practicable after the execution of this Agreement, 2021(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 filed 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 (including a preliminary joint proxy statement/prospectus, as amended or supplemented from time to time prior to of the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance shares of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) the Company and Parent shall jointly prepare and cause to be filed with the SEC an amendment to the Original Joint Proxy Statement/Prospectus (as amended or supplemented from time to time, the “Amended Joint Proxy Statement/Prospectus” and, together with the Original Joint Proxy Statement/Prospectus, the “Joint Proxy Statement/Prospectus”) (x) to be mailed issued to the stockholders of the Company relating pursuant to the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”)Merger. Each of Parent and the Company shall use its all reasonable best efforts to have cause the Amended Form S-4 declared to become effective by the SECas promptly as practicable, and to keep the Amended Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. Parent shall furnish to the Company take all information relating to Parent as may be reasonably requested by the Company or any action required under any applicable federal or state securities laws in connection with any such action and the preparation, filing and mailing issuance of shares of Parent Common Stock pursuant to the Amended Joint Proxy Statement/Prospectus Merger. Each of Parent and the Company shall furnish all information concerning itself to the other as the other may reasonably request in connection with such actions and the preparation of the Form S-4 and Proxy Statement. The Company authorizes Parent to utilize in the Form S-4 and in all such state filed materials, the information concerning the Company and its subsidiaries provided to Parent all information in connection with, or contained in, the Proxy Statement. Parent promptly will advise the Company when the Form S-4 has become effective and of any supplements or amendments thereto, and the Company shall not distribute any written material that would constitute, as advised by counsel to the Company, a "prospectus" relating to the Company as may be reasonably requested by Merger or the Parent in connection with any such action and Common Stock within the preparation and filing meaning of the Amended Joint Proxy Statement/Prospectus and Securities Act or any applicable state securities law without the Amended Form S-4prior written consent of Parent. Subject to applicable Law, as As promptly as reasonably practicable after the SEC or its staff advises that it has no further comments on the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4 or that the Company and Parent may commence mailing the Amended Joint Proxy Statement/Prospectusshall have become effective, each of the Company and Parent shall use its reasonable best efforts 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 Amended Joint Proxy Statement/Prospectus , insofar as it relates to be distributed Parent and its subsidiaries, to comply with applicable law after the mailing thereof to the stockholders of the Company. (c) The Company and the shareholders of agrees promptly to advise Parent (as applicable). No filing of, or amendment or supplement if at any time prior to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, shall be made meeting of its stockholders any information provided by the Company or Parent, as applicable, and no response to any comments of the SEC or its staff with respect thereto shall be submitted by the Company or Parent, as applicable, without providing the other party a reasonable opportunity to review and comment thereon and giving due consideration to inclusion it in the Amended Joint Proxy Statement/Prospectus Statement is or Amended Form S-4, as applicable, becomes incorrect or incomplete in any material respect and to provide Parent with the information needed to correct such response, comments reasonably proposed by either party. Both parties shall notify the other party promptly of the receipt of any comments from the staff of the SEC with respect to the Amended Joint Proxy Statement/Prospectus inaccuracy or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional informationomission. The Company or Parentwill furnish Parent with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect it relates to the Amended Joint Proxy Statement/Prospectus or Company and its subsidiaries, to comply with applicable law after the Amended Form S-4. (b) None of the information supplied or to be supplied by the Company or Parent for inclusion or incorporation by reference into (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) the Joint Proxy Statement/Prospectus will, at the date of distribution mailing thereof to stockholders of the Company, at the time of the Company Stockholders Meeting to be held in connection with the Merger, at the date of distribution to shareholders of Parent and at the time of the Parent Stockholders Meeting to be held in connection with the Issuance, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; providing, that, in each case of (i) and (ii), neither party shall be responsible or liable for any statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus or Form S-4, as applicable, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, distributed to the stockholders of the Company and to the shareholders of Parent. (c) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall be made by either party with respect to statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunder. (d) Each party will advise As soon as reasonably practicable following the date of this Agreement, the Company shall call and hold a meeting of its stockholders (the "COMPANY STOCKHOLDERS' MEETING") for the purpose of obtaining the Company Stockholder Approval. The Company shall use its best efforts to solicit from its stockholders proxies, and shall take all other party promptly after it receives notice thereof, action necessary or advisable to secure the vote or consent of stockholders required by applicable law or otherwise to obtain the Company Stockholder Approval and through its Board of Directors shall (subject to their fiduciary duties) recommend to its stockholders the giving of the time when the Form S-4 becomes effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4Company Stockholder Approval.

Additional Agreements. Section 6.1 Preparation 4.1 PREPARATION OF FORM S-4 AND PROXY STATEMENT/PROSPECTUS; INFORMATION SUPPLIED. (a) As soon as practicable following the date of this Agreement, Chancellor shall prepare and file with the Amendment to Joint SEC (i) a preliminary Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4. (aii) On July 2, 2021, Parent filed with the SEC a registration statement Registration Statement on Form S-4 under (the Securities Act (including a preliminary joint proxy statement/prospectus, as amended or supplemented from time to time prior to the date hereof, the “Original Joint Proxy Statement/Prospectus”"Form S-4") with respect to the registration of the issuance of Parent shares of Chancellor Common Stock in the Merger (such registration statementMerger, and any amendments or supplements thereto prior to of which the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) the Company and Parent shall jointly prepare and cause to be filed with the SEC an amendment to the Original Joint Proxy Statement/Prospectus (as amended or supplemented from time to time, the “Amended Joint Proxy Statement/Prospectus” and, together with the Original Joint Proxy Statement/Prospectus, the “Joint Proxy Statement/Prospectus”) (x) to be mailed to the stockholders of the Company relating to the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC will form a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”)part. Each of Parent and the Company Chancellor shall use its reasonable best efforts to have the Amended Form S-4 declared effective by under the SEC, and to keep the Amended Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. Parent shall furnish to the Company all information relating to Parent as may be reasonably requested by the Company in connection with any such action and the preparation, filing and mailing of the Amended Joint Proxy Statement/Prospectus and the Company shall furnish to Parent all information relating to the Company as may be reasonably requested by Parent in connection with any such action and the preparation and filing of the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4. Subject to applicable Law, Securities Act as promptly as reasonably practicable after the SEC or its staff advises that it has no further comments on the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4 or that the Company and Parent may commence mailing the Amended Joint Proxy Statement/Prospectus, each of the Company and Parent such filing. Chancellor shall use its reasonable best efforts to cause the Amended Joint Proxy Statement/Prospectus to be distributed mailed to Chancellor's stockholders and LIN's stockholders 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 stockholders service of the Company process in suits, other than as to matters and the shareholders of Parent (as applicable). No filing of, or amendment or supplement transactions relating to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, shall in any jurisdiction where it is not so subject) required to be made by taken under any applicable state securities laws in connection with the Company or Parent, as applicable, and no response to any comments issuance of the SEC or its staff with respect thereto shall be submitted by the Company or Parent, as applicable, without providing the other party a reasonable opportunity to review and comment thereon and giving due consideration to inclusion Chancellor Common Stock in the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, Merger and LIN shall furnish all information concerning itself and the holders of shares of LIN Common Stock as applicable, or may be reasonably requested in connection with any such response, comments reasonably proposed by either party. Both parties shall notify the other party promptly of the receipt of any comments from the staff of the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4action. (b) None of LIN agrees and represents and warrants that the information supplied or to be supplied by the Company or Parent it specifically for inclusion or incorporation by reference into in the (i) the Form S-4 willwill not, at the time the Form S-4 is filed with the SEC SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) the Joint Proxy Statement/Prospectus will, at the date of distribution to stockholders of the Company, at the time of the Company Stockholders Meeting to be held in connection with the Merger, at the date of distribution to shareholders of Parent and at the time of the Parent Stockholders Meeting to be held in connection with the Issuance, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading; providing, that, in each case of (i) and or (ii), neither party shall be responsible or liable for any statements made or incorporated by reference therein based on information supplied by ) the other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus will not, at the date it is first mailed to Chancellor's stockholders or Form S-4at the time of the Chancellor Stockholders Meeting (as defined in Section 4.2), as applicablecontain any statement which, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make at the statements therein, time and in light of the circumstances under which they are it is made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment is false or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, distributed to the stockholders of the Company and to the shareholders of Parent. (c) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall be made by either party misleading with respect to any material fact, or omits to state any material fact necessary in order to make the statements made therein not false or incorporated by reference therein based on information supplied by the other party for inclusion misleading or incorporation by reference necessary to correct any statement in the Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings earlier communication with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunder. (d) Each party will advise the other party promptly after it receives notice thereof, of the time when the Form S-4 becomes effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4.the

Additional Agreements. Section 6.1 Preparation of the Amendment to Joint Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4. (a) Except during a Blocking Period, the Company will, for the sole benefit of ▇.▇. ▇▇▇▇▇▇ Securities Inc. (the "Market Maker"), for so long as (i) any of the Securities are outstanding and (ii) the Market Maker or any of its Affiliates (as defined in the rules and regulations of the SEC under the Securities Act) would be, in the opinion of counsel for the Market Maker, required to deliver a Prospectus in connection with their market making activities as they relate to the Securities, the Exchange Securities or the Private Exchange Securities: (i) (A) On July 2, 2021, Parent the date that the Exchange Offer Registration Statement is filed with the SEC SEC, file a registration statement on Form S-4 under Registration Statement (which may be the Exchange Offer Registration Statement or the Shelf Registration Statement if permitted by the rules and regulations of the SEC) covering sales of the Securities, Exchange Securities Act (including a preliminary joint proxy statement/prospectusor Private Exchange Securities by the Market Maker, as amended or supplemented from time use its reasonable best efforts to time prior cause such Registration Statement to the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was be declared effective by the SEC on July 23or prior to the consummation of the Exchange Offer and periodically amend such Registration Statement so that the information contained in the Registration Statement complies with the requirements of Section 10(a) under the Securities Act; (B) if requested in writing by the Market Maker, 2021. As promptly as reasonably practicable after within 45 days following the execution end of the Company's most recent fiscal quarter, file a supplement to the Prospectus which sets forth the financial results of the Company for the previous quarter; (C) amend the Registration Statement or supplement the Prospectus when necessary to reflect any material changes in the information provided therein; and delivery (D) amend the Registration Statement when required to do so in order to comply with Section 10(a)(3) of this Agreementthe Securities Act; provided that (1) prior to filing any post-effective amendment to the Registration Statement or any supplement to the Prospectus, the Company will furnish to the Market Maker copies of all such documents proposed to be filed, which documents will be subject to the reasonable review of the Market Maker and its counsel, (i2) the Company and Parent shall jointly prepare and cause to be filed with the SEC an will not file any post-effective amendment to the Original Joint Proxy Statement/Registration Statement or any supplement to the Prospectus to which each Market Maker and its counsel shall reasonably object in writing within three business days of receipt and (as amended or supplemented from time to time, 3) the “Amended Joint Proxy Statement/Prospectus” and, together Company will provide the Market Maker and its counsel with the Original Joint Proxy Statement/Prospectus, number of copies of each amendment or supplement filed as 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 Market Maker shall reasonably request. (ii) Parent shall preparePromptly upon the Company satisfying the eligibility criteria for use of Form S-3 under the Securities Act, together with the Company, and file with the SEC a post-effective amendment to the Original Registration Statement to convert it from a Form S-4 S-1 to a Form S-3 registration statement. (such amendmentiii) Notify the Market Maker, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”). Each of Parent and the Company shall use its reasonable best efforts to have the Amended Form S-4 declared effective by the SEC, and to keep the Amended Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. Parent shall furnish to the Company all information relating to Parent as may be reasonably (if requested by the Company Market Maker) confirm such advice in connection writing, (A) when any Prospectus supplement or amendment or post-effective amendment to the Registration Statement has been filed, and, with respect to any such action and post-effective amendment, when the preparationsame has become effective; (B) of any request by the SEC for any post-effective amendment to the Registration Statement, filing and mailing any supplement or amendment to the Prospectus or for additional information; (C) the issuance by the SEC of any stop order suspending the effectiveness of the Amended Joint Proxy Statement/Prospectus and Registration Statement or the initiation of any proceedings for that purpose; (D) of the receipt by the Company shall furnish to Parent all information relating of any notification with respect to the Company as may be reasonably requested by Parent in connection with any such action and the preparation and filing suspension of the Amended Joint Proxy qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceedings for such purpose; (E) of the happening of any event which makes any statement made in the Registration Statement/, the Prospectus or any amendment or supplement thereto untrue or which requires the making of any changes in the Registration Statement, the Prospectus or any amendment or supplement thereto, in order to make the statements therein not misleading; and the Amended Form S-4. Subject to applicable Law, as promptly as reasonably practicable after the SEC or its staff advises (F) of any advice from a nationally recognized statistical rating organization that it such organization has no further comments on the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4 or that placed the Company and Parent may commence mailing under surveillance or review with negative implications or has determined to downgrade the Amended Joint Proxy Statement/Prospectus, each rating of the Securities or the Exchange Securities or any other debt obligation of the Company and Parent whether or not such downgrade shall use its reasonable best efforts to cause the Amended Joint Proxy Statement/Prospectus to be distributed have been publicly announced. (iv) Furnish to the stockholders Market Maker, without charge, (i) at least one conformed copy of any post-effective amendment to the Company Registration Statement; and the shareholders (ii) as many copies of Parent (as applicable). No filing of, or any amendment or supplement to the Amended Joint Proxy Statement/Prospectus as the Market Maker may request. (v) Consent to the lawful use of the Prospectus or the Amended Form S-4, as applicable, shall be made any amendment or supplement thereto by the Company or ParentMarket Maker in connection with the offering and sale of the Securities. (vi) Furnish to the Market Maker (A) as soon as practicable after the end of each fiscal year, as applicablethe number of copies reasonably requested by the Market Maker of the Company's annual report to stockholders for such year, and no response to any comments (B) as soon as available, the number of copies reasonably requested by the Market Maker of each report (including, without limitation, reports on Forms 10-K, 10-Q and 8-K) or definitive proxy statements of the SEC Company filed under the Exchange Act or its staff with respect thereto shall be submitted by mailed to stockholders. (vii) In the Company or Parent, as applicable, without providing the other party a reasonable opportunity to review and comment thereon and giving due consideration to inclusion in the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or any such response, comments reasonably proposed by either party. Both parties shall notify the other party promptly event of the receipt issuance of any comments from stop order suspending the staff effectiveness of the SEC with respect Registration Statement or of any order suspending the qualification of the Securities or the Exchange Securities for sale in any jurisdiction, to use promptly its best efforts to obtain its withdrawal. (b) The Company represents that any Registration Statement, any post-effective amendments to the Amended Joint Proxy Registration Statement/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus and any documents filed under the Exchange Act will, when they become effective or Amended Form S-4are filed with the SEC, as applicablethe case may be, or for additional information. The Company or Parent, as applicable, shall respond promptly conform in all material respects to any comments or requests from the staff requirements of the Securities Act and the rules and regulations of the SEC thereunder and shall supply the other party with copies of all correspondence between such party or any of its Representativeswill not, on the one hand, and the staff as of the SEC, on effective date of such post-effective amendments and as of the other hand, with respect filing date of amendments or supplements to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (b) None of the information supplied or to be supplied by the Company or Parent for inclusion or incorporation by reference into (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC or at the time it becomes effective filings under the Securities Act, Exchange Act contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company by the Market Maker specifically for inclusion therein, which information the parties hereto agree will be limited to the statements concerning the market-making activities of the Market Maker to be set forth in the "Plan of Distribution" section of the Prospectus. (c) At the time of the effectiveness of the Registration Statement and each time that the Registration Statement or Prospectus shall be amended or the Prospectus shall be supplemented, the Company shall, concurrently with such amendment or supplement, if reasonably requested by of the Market Maker, furnish the Market Maker and its counsel with a certificate of its Chairman of the Board or its President and its chief financial officer to the effect that: (i) The Registration Statement has been declared effective and such amendment has become effective under the Securities Act as of the date and time specified in such certificate; such amendment to the Prospectus (or such supplement to the Prospectus, as the case may be) was filed with the SEC pursuant to the subparagraph of Rule 424(b) under the Securities Act specified in such certificate on the date specified therein; and, to the knowledge of such officers, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose is pending or threatened by the SEC; and (ii) Such officers have carefully examined the Registration Statement and the Prospectus and such amendment or supplement thereto and, in their opinion, as of the date of such amendment or supplement, the Registration Statement and the Prospectus, as amended or supplemented, as the case may be, did not include any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (d) At the time of the effectiveness of the Registration Statement and each time that the Registration Statement or Prospectus shall be amended or the Prospectus shall be supplemented, the Company shall, concurrently with such amendment or supplement, if reasonably requested by the Market Maker, furnish the Market Maker and its counsel with the written opinion of counsel for the Company satisfactory to the Market Maker to the effect that: (i) The Registration Statement has been declared effective and such amendment has become effective under the Securities Act as of the date and time specified in such certificate (such opinion may state that counsel is relying upon oral statements of the SEC staff), such amendment to the Prospectus (or such supplement to the Prospectus, as the case may be) was filed with the SEC pursuant to the subparagraph Rule 424(b) under the Securities Act specified in such opinion on the date specified therein; and, to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose is pending or threatened by the SEC; and (ii) Counsel for the Company has reviewed such amendment or supplement and participated with officers of the Company and independent public accountants for the Company in the prepa- ration of such amendment or supplement and has no reason to believe that the Registration Statement (or any post-effective amendment thereto), at the time of its effective date, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus as of the date of such amendment or supplement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (e) At the time of the effectiveness of the Registration Statement and each time that the Registration Statement or Prospectus shall be amended or the Prospectus shall be supplemented to include audited annual financial information, the Company shall, concurrently with such amendment or supplement, if reasonably requested by any Market Maker, furnish the Market Maker and its counsel with a letter of PricewaterhouseCoopers LLP (or other independent public accountants for the Company of nationally recognized standing), in form satisfactory to the Market Maker, addressed to the Market Maker and dated the date of delivery of such letter, (i) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the SEC and (ii) a letter substantially in the Joint Proxy Statement/Prospectus will, at the date of distribution to stockholders form of the Company, at letter delivered to the time Initial Purchasers pursuant to Section 6(g) of the Purchase Agreement with such changes as may be necessary to reflect the amended or supplemental financial information. (f) The Company Stockholders Meeting hereby agrees to be held indemnify the Market Maker, and if applicable, contribute to each the Market Maker, in connection accordance with the Merger, at the date terms of distribution to shareholders of Parent and at the time of the Parent Stockholders Meeting to be held in connection Section 7 hereof. (g) The Company will comply with the Issuance, contain any untrue statement provisions of material fact or omit to state any material fact required to be stated therein or necessary in order to make this Section 11 at its own expense and will reimburse the statements therein, in light Market Maker for its expenses associated with this Section 11 (including fees of the circumstances under which they were made, not misleadingcounsel); providing, that, in each case of (i) and (ii), neither party shall be responsible or liable for any statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote any information relating to provided that the Company or Parentshall not be obligated to reimburse the Market Maker for its expenses associated with this Section 11 (excluding, or for these purposes, any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement reimbursement obligation pursuant to the Joint Proxy Statement/Prospectus or Form S-4, as applicable, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC andSection 7 hereof), to the extent required by Law, distributed to the stockholders of the Company and to the shareholders of Parentsuch expenses exceed $10,000 per annum. (ch) Each The agreements contained in this Section 11 and the representations, warranties and agreements contained in this Agreement shall survive all offers and sales of the Company and Parent shall cause the Joint Proxy Statement/Prospectus Securities and the Form S-4 to comply as to form Exchange Securities and shall remain in all material respects with the requirements full force and effect, regardless of the Exchange Act and Securities Act, as the case may be, and the rules and regulations any termination or cancellation of the SEC thereunder, except that no representation this Agreement or warranty shall be any investigation made by either party with respect or on behalf of any indemnified party. (i) For purposes of this Section 11, any reference to statements made the terms "amend", "amendment" or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings "supplement" with respect to the Merger Registration Statement or the Prospectus shall be deemed to refer to and include the filing under the Securities Act and Exchange Act and on or after the rules and regulations thereunderdate the Registration Statement is converted to Form S-3 of any document deemed to be incorporated therein by reference. (dj) Each party will advise The Company shall have no further obligations under this Section 11 to the other party promptly after it receives Market Maker upon the earliest to occur of (A) receipt of written notice thereof, (a "Market Maker Termination Notice") from the Market Maker indicating that the Market Maker has ceased to engage in the business of making a market in securities of the time when type issued by the Form S-4 becomes effectiveCompany under the Indenture ("Market Making") and the Market Maker shall be obligated to provide the Company with a Market Maker Termination Notice as soon as reasonably practicable following the date the Market Maker ceases Market Making, and (B) 60 calendar days following receipt of written notice from the Company to the Market Maker that it has called for redemption any and all of the Company's 11% Senior Subordinated Discount Notes due 2008, its 9 3/8% Senior Subordinated Notes due 2011 and its 8 3/4% Senior Subordinated Notes due 2011 (collectively, the issuance "Existing Notes") that remain outstanding, provided that no Existing Notes remain outstanding immediately following any such 60 calendar day period or (C) 60 calendar days following receipt of written notice from the Company to the Market Maker that it has repurchased, exchanged or otherwise retired any and all Existing Notes that were outstanding. In the event the Company sends a notice contemplated by either clause (B) or clause (C) of the preceding sentence, the Market Maker hereby agrees to cease market making activities prior to the expiration of such 60-day period. It is hereby agreed that if the Company notifies the Market Maker during the 60-day periods referred to in clause (B) or (C) that it should suspend the use of the Prospectus in its market making activity with respect to the Securities, then such 60-day period shall be extended by the number of days from and including the date of giving such notice to and including the date that the Market Maker has been advised in writing by the Company that the use of the applicable Prospectus may be resumed or the Market Maker has received copies of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering amendments or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4supplements thereto.

Additional Agreements. Section 6.1 Preparation of the Amendment to Joint Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4PREPARATION OF FORM S-4 AND PROXY STATEMENT; PREVIEW STOCKHOLDERS MEETING. (a) On July 2The parties shall cooperate and promptly prepare, 2021, Parent filed and Sabre shall file with the SEC as soon as practicable, a registration statement Registration Statement on Form S-4 under the Securities Act (including a preliminary joint proxy statement/prospectus, as amended or supplemented from time to time prior to the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Common Stock in the Merger (such registration the "FORM S-4"), a portion of which Registration Statement shall also serve as the proxy statement, and any amendments or supplements thereto prior /prospectus with respect 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 meeting of this Agreement, (i) the Company and Parent shall jointly prepare and cause to be filed Preview's stockholders in connection with the SEC an amendment to Merger (the Original Joint Proxy Statement"PROXY STATEMENT/Prospectus (as amended or supplemented from time to time, the “Amended Joint Proxy Statement/Prospectus” and, together with the Original Joint Proxy Statement/Prospectus, the “Joint Proxy Statement/Prospectus”) (x) to be mailed to the stockholders of the Company relating to the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”PROSPECTUS"). Each of Parent and the Company Sabre shall use its reasonable best efforts to to, and Preview will cooperate with Sabre to, have the Amended Form S-4 declared effective by the SEC, SEC as promptly as practicable and to keep the Amended Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated herebyMerger. Parent shall furnish to the Company all information relating to Parent as may be reasonably requested by the Company in connection with any such action and the preparation, filing and mailing of the Amended Joint Proxy Statement/Prospectus and the Company shall furnish to Parent all information relating to the Company as may be reasonably requested by Parent in connection with any such action and the preparation and filing of the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4. Subject to applicable Law, as promptly as reasonably practicable after the SEC or its staff advises that it has no further comments on the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4 or that the Company and Parent may commence mailing the Amended Joint Proxy Statement/Prospectus, each of the Company and Parent Sabre shall use its reasonable best efforts to cause the Amended Joint Proxy Statement/Prospectus to be distributed obtain, prior to the stockholders effective date 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 all necessary permits or approvals required under Blue Sky Laws to carry out the Company or Parent, as applicable, and no response to any comments of the SEC or its staff with respect thereto shall be submitted by the Company or Parent, as applicable, without providing the other party a reasonable opportunity to review and comment thereon and giving due consideration to inclusion in the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or any such response, comments reasonably proposed by either party. Both parties shall notify the other party promptly of the receipt of any comments from the staff of the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4Merger. (b) None Preview 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 information supplied or "PREVIEW STOCKHOLDERS MEETING") for the purpose of obtaining the Required Preview Vote with respect to be supplied the transactions contemplated by this Agreement. In connection with the Company or Parent Preview Stockholders Meeting, Preview will mail to its stockholders as promptly as practicable, the Proxy Statement/Prospectus and all other proxy materials for inclusion or incorporation by reference into the Preview Stockholders Meeting, (i) will use its reasonable best efforts, subject to paragraph (c) of this Section 6.1, to obtain the Form S-4 will, at the time the Form S-4 is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, Required Preview Vote and (ii) the Joint Proxy Statement/Prospectus will, at the date of distribution to stockholders of the Company, at the time of the Company Stockholders Meeting to be held in connection will otherwise comply with the Merger, at the date of distribution to shareholders of Parent and at the time of the Parent Stockholders Meeting to be held in connection with the Issuance, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; providing, that, in each case of (i) and (ii), neither party shall be responsible or liable for any statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote any information relating all legal requirements applicable to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus or Form S-4, as applicable, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, distributed to the stockholders of the Company and to the shareholders of ParentPreview Stockholders Meeting. (c) Each Except as provided in the next sentence, the Board of the Company Directors of Preview shall recommend approval and Parent shall cause the Joint Proxy Statement/Prospectus adoption of this Agreement and the Form S-4 Merger by Preview's stockholders. The Board of Directors of Preview shall be permitted (i) not to comply as recommend to form Preview's stockholders that they give the Required Preview Vote or (ii) to withdraw or modify in a manner adverse to Sabre its recommendation to Preview's stockholders that they give the Required Preview Vote, only (w) if after receiving an Acquisition Proposal that constitutes a Superior Proposal, the Board of Directors of Preview determines in its good faith judgment, after receiving the advice of outside legal counsel, that, in light of this Superior Proposal, the Board of Directors would be in violation of its fiduciary duties under applicable law if it failed not to take such action, (x) if three Business Days have elapsed following delivery by Preview to Sabre of written notice advising Sabre that the Board of Directors of Preview intends to resolve to take such action absent modification to the terms and conditions of this Agreement, (y) if, assuming this Agreement were amended to reflect all adjustments to the terms and conditions hereof proposed by Sabre during such three Business Day period, such Acquisition Proposal would nonetheless constitute a Superior Proposal (it being understood that Sabre shall be permitted to propose adjustments to the terms and conditions hereof, notwithstanding anything contained in the Confidentiality Agreement); and (z) if Preview has complied, in all material respects respects, with the requirements of the Exchange Act and Securities Actits obligations set forth in Section 6.4; provided, as the case may behowever, and the rules and regulations of the SEC thereunder, except that no representation or warranty nothing in this paragraph (c) shall be made by either party interpreted to excuse Preview from complying with respect to statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4. Parent its obligations under paragraphs (a) and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunder(b) of this Section 6.1. (d) Each party will advise Sabre shall, and shall cause its respective Subsidiaries to, approve and adopt this Agreement and the other party promptly after it receives notice thereof, of the time when the Form S-4 becomes effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4Merger.

Additional Agreements. Section 6.1 Preparation of the Amendment to Joint Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4. (a) On July 2Unless the Company or the Board has breached any material provision of this Agreement and failed to cure such breach within five (5) business days following the receipt of written notice from the Icahn Group specifying any such breach, 2021, Parent filed solely in connection with the SEC a registration statement on Form S-4 under 2021 Annual Meeting, each member of the Securities Act Icahn Group shall (including a preliminary joint proxy statement/prospectus1) cause, as amended or supplemented from time to time prior to the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger case of all Voting Securities (such registration statementas defined below) owned of record, and (2) instruct and cause the record owner, in the case of all shares of Voting Securities beneficially owned but not owned of record, directly or indirectly, by it, or by any amendments Icahn Affiliate, in each case as of the record date of the 2021 Annual Meeting or supplements thereto prior as to which the date hereofmember of the Icahn Group otherwise has the power to vote or direct the vote, in each case that are entitled to vote at the “Original Form S-4”)2021 Annual Meeting, which was declared effective to be present for quorum purposes and to be voted, at the 2021 Annual Meeting or at any adjournment or postponement thereof, (A) for each nominee recommended by the SEC on July 23, 2021. As promptly as reasonably practicable after Board for election at the execution and delivery of this Agreement2021 Annual Meeting, (iB) against any nominees that are not nominated by the Company and Parent shall jointly prepare and cause to be filed with Board for election at the SEC an amendment to the Original Joint Proxy Statement/Prospectus (as amended or supplemented from time to time, the “Amended Joint Proxy Statement/Prospectus” and, together with the Original Joint Proxy Statement/Prospectus, the “Joint Proxy Statement/Prospectus”) (x) to be mailed to the stockholders of the Company relating to the Company Stockholders 2021 Annual Meeting and (yC) to be mailed to in favor of the shareholders ratification of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, ’s auditors. Except as provided in the foregoing sentence and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements theretoin Section 2(b), the Icahn Group shall not be restricted from voting “Amended Form S-4For,” and, together with “Against” or “Abstaining” from any other proposals at the Original Form S-4, the “Form S-4”). Each of Parent and the Company shall use its reasonable best efforts to have the Amended Form S-4 declared effective by the SEC, and to keep the Amended Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. Parent shall furnish to the Company all information relating to Parent as may be reasonably requested by the Company in connection with any such action and the preparation, filing and mailing of the Amended Joint Proxy Statement/Prospectus and the Company shall furnish to Parent all information relating to the Company as may be reasonably requested by Parent in connection with any such action and the preparation and filing of the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4. Subject to applicable Law, as promptly as reasonably practicable after the SEC or its staff advises that it has no further comments on the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4 or that the Company and Parent may commence mailing the Amended Joint Proxy Statement/Prospectus, each of the Company and Parent shall use its reasonable best efforts to cause the Amended Joint Proxy Statement/Prospectus to be distributed to the stockholders of the Company and the shareholders of Parent (as applicable). No filing of, or amendment or supplement to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, shall be made by the Company or Parent, as applicable, and no response to any comments of the SEC or its staff with respect thereto shall be submitted by the Company or Parent, as applicable, without providing the other party a reasonable opportunity to review and comment thereon and giving due consideration to inclusion in the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or any such response, comments reasonably proposed by either party. Both parties shall notify the other party promptly of the receipt of any comments from the staff of the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-42021 Annual Meeting. (b) None of the information supplied or to be supplied by Unless the Company or Parent for inclusion or incorporation by reference into (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of material fact or omit to state Board has breached any material fact required provision of this Agreement and failed to cure such breach within five (5) business days following the receipt of written notice from the Icahn Group specifying any such breach, for any annual meeting or special meeting of shareholders subsequent to the 2021 Annual Meeting, if the Board has agreed to nominate the Icahn Designees (or Replacement Designees) then serving on the Board for election at such annual meeting or special meeting and the Icahn Designees have consented to be stated therein nominated at such annual meeting or necessary to make special meeting, each member of the statements thereinIcahn Group shall (1) cause, in light the case of the circumstances under which they were made, not misleadingall Voting Securities owned of record, and (ii2) instruct and cause the Joint Proxy Statement/Prospectus will, at the date of distribution to stockholders of the Company, at the time of the Company Stockholders Meeting to be held in connection with the Merger, at the date of distribution to shareholders of Parent and at the time of the Parent Stockholders Meeting to be held in connection with the Issuance, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereinrecord owner, in light the case of the circumstances under which they were madeall shares of Voting Securities beneficially owned but not owned of record, not misleading; providingdirectly or indirectly, thatby it, or by any Icahn Affiliate, in each case as of the record date of the applicable annual meeting or special meeting or as to which the member of the Icahn Group otherwise has the power to vote or direct the vote, in each case that are entitled to vote at such annual meeting or special meeting, to be present for quorum purposes and to be voted at such annual meeting or special meeting or at any adjournment or postponement thereof, (iA) for each director nominated by the Board for election at such annual meeting or special meeting, (B) against any nominees that are not nominated by the Board for election at such annual meeting or special meeting and (ii)C) in favor of the ratification of the Company’s auditors. Except as provided in the foregoing sentence, neither party the Icahn Group shall not be responsible restricted from voting “For,” “Against” or liable for “Abstaining” from any statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference therein. If proposals at any time prior to obtaining annual meeting or special meeting following the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus or Form S-4, as applicable, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, distributed to the stockholders of the Company and to the shareholders of Parent2021 Annual Meeting. (c) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall be made by either party with respect to statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunder. (d) Each party will advise the other party promptly after it receives notice thereof, of the time when the Form S-4 becomes effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4.

Additional Agreements. Section 6.1 Preparation of the Amendment to Joint Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4.The Borrower further agrees that: (a) On July 2or before September 12, 20212016, Parent filed with the SEC a registration statement on Form S-4 under the Securities Act (including a preliminary joint proxy statement/prospectus, as amended or supplemented from time to time prior it shall prepare and deliver to the date hereofAdministrative Agent and the Lenders a reasonably detailed term sheet (the “Term Sheet”). The Term Sheet shall (i) describe in reasonable detail and include copies of any funding commitments and related proof of funds from one or more investors, sponsors, or other purchasers of debt or equity of the Borrower, including Azure Holdings GP, LLC (collectively, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4Investors”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) the Company describe in reasonable detail any other capital raising activities and Parent shall jointly prepare and cause to be filed with the SEC an amendment to the Original Joint Proxy Statement/Prospectus (as amended or supplemented from time to time, the “Amended Joint Proxy Statement/Prospectus” and, together with the Original Joint Proxy Statement/Prospectus, the “Joint Proxy Statement/Prospectus”) (x) to be mailed to the stockholders of the Company plans relating to the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meetingequity or debt financing, and (ii) Parent shall preparesummarize in reasonable detail the outstanding due diligence items that have been requested or planned by each of the Investors, together with the Company, (iii) confirm and file with the SEC a post-effective amendment provide reasonable evidence to the Original Form S-4 (Administrative Agent that the Borrower’s conflicts committee, board of directors, management and all Investors have confirmed to the Borrower that such amendment, Persons are authorized and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”). Each of Parent and the Company shall use its reasonable best efforts to have the Amended Form S-4 declared effective by the SEC, and to keep the Amended Form S-4 effective as long as is necessary able to consummate the Merger transactions described in the Term Sheet not later October 31, 2016 and the other transactions (iv) describe in reasonable detail any contemplated hereby. Parent shall furnish contribution by Azure Holdings GP, LLC to the Company all Borrower and each sale, merger, business combination or other transaction, including asset descriptions, projections and financial information relating to Parent as may be reasonably requested by the Company in connection with any such action and the preparation, filing and mailing of the Amended Joint Proxy Statement/Prospectus and the Company shall furnish to Parent all information relating to the Company as may be reasonably requested by Parent in connection with any such action and the preparation and filing of the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4. Subject to applicable Law, as promptly as reasonably practicable after the SEC or its staff advises that it has no further comments on the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4 or that the Company and Parent may commence mailing the Amended Joint Proxy Statement/Prospectus, each of the Company and Parent shall use its reasonable best efforts to cause the Amended Joint Proxy Statement/Prospectus to be distributed to the stockholders of the Company and the shareholders of Parent (as applicable). No filing of, or amendment or supplement to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, shall be made by the Company or Parent, as applicable, and no response to any comments of the SEC or its staff with respect thereto shall be submitted by the Company or Parent, as applicable, without providing the other party a reasonable opportunity to review and comment thereon and giving due consideration to inclusion in the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or any such response, comments reasonably proposed by either party. Both parties shall notify the other party promptly of the receipt of any comments from the staff of the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4contemplated transactions. (b) None On or before September 12, 2016, it shall deliver to the Administrative Agent and the Lenders a reasonably detailed business plan, supporting short-term and long-term financial projections and use of funds (the information supplied or to be supplied by the Company or Parent for inclusion or incorporation by reference into “Business Plan”), which shall include (i) the Form S-4 willa management retention plan, at the time the Form S-4 is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) the Joint Proxy Statement/Prospectus willa two-year capital plan, at the date including contingencies for various price environments, (iii) a tax analysis of distribution to stockholders of the Company, at the time of the Company Stockholders Meeting to be held each restructuring alternative described in connection with the Merger, at the date of distribution to shareholders of Parent and at the time of the Parent Stockholders Meeting to be held in connection with the Issuance, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; providing, that, in each case of (iSection 5(a) and (ii)iv) a separation plan describing the actions required for a separation of, neither party shall be responsible or liable for any statements made or incorporated by reference therein based on information supplied by the among other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus or Form S-4, as applicable, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleadingthings, the party that discovers such information shall promptly notify personnel and operations of Azure Holdings GP, LLC and its subsidiaries from the other party Borrower and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, distributed to the stockholders of the Company and to the shareholders of Parentits Subsidiaries. (c) Each Notwithstanding the existence of the Company Waiver Period or anything contained herein or in the Credit Agreement or the Loan Documents to the contrary, the Loans and Parent other Secured Obligations outstanding shall cause bear interest at the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form applicable rate per annum set forth in all material respects with the requirements Section 5.1(b) of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall be made by either party with respect to statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunderCredit Agreement. (d) Each party will advise Notwithstanding anything contained herein or in the other party promptly after it receives notice thereofCredit Agreement or the Loan Documents to the contrary, the Borrower shall not designate or permit to exist any Unrestricted Subsidiary. (e) In consideration of the time when agreements of the Form S-4 becomes effectiveLenders set forth in this Agreement, the issuance Borrower shall pay to the Administrative Agent, for the account of each Lender which executes and delivers to the Administrative Agent a counterpart hereof (including by way of facsimile (or other electronic) transmission) by 5:00 p.m. (New York time) on August 12, 2016, a waiver fee in an amount equal to 0.10% of such Lender’s Revolving Credit Commitment. Each such waiver fee as to such Lender (i) is payable in U.S. dollars in immediately available funds, free and clear of, and without deduction for, any stop orderand all present or future applicable taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto (with appropriate gross-up for withholding taxes), (ii) is not refundable under any circumstances, (iii) will not be subject to counterclaim, defense, setoff or otherwise affected, and (iv) is deemed fully earned by such Lender once its signature page is delivered as provided herein and the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4Amendment No. 5 Effective Date has occurred.

Additional Agreements. Section 6.1 SECTION 5.1 Preparation of Form S-4 and the Amendment to Joint Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4. (a) On July 2, 2021, Parent filed with the SEC a registration statement on Form S-4 under the Securities Act (including a preliminary joint proxy statement/prospectus, as amended or supplemented from time to time prior to the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) each of the Company and Parent IRT shall jointly prepare and cause to be filed with the SEC an amendment to the Original Joint Proxy Statement/Prospectus (as amended or supplemented from time to time, the “Amended Joint Proxy Statement/Prospectus” and, together with the Original Joint Proxy Statement/Prospectus, the “Joint Proxy Statement/Prospectus”) (x) to be mailed to the stockholders of the Company relating to the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC a post-effective amendment to under the Original Form S-4 Exchange Act, one or more joint proxy statements/prospectuses, forms of proxies and information statements (such amendment, joint proxy statements/prospectuses and information statements together with any amendments or supplements thereto, the “Amended "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” andS-4 (such registration statements, together with any amendments or supplements thereto, the Original "Form S-4"), in which the Joint Proxy Statement will be included, as one or more prospectuses, in connection with the registration under the Securities Act of the Company Common Stock to be distributed to the holders of the IRT Common Stock in the Merger. The respective parties will cause the Joint Proxy Statement and the Form S-4, to comply as to form in all material respects with the “Form S-4”)applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Each of Parent the Company and IRT shall furnish all information about itself and its business and operations and all necessary financial information to the other as the other may reasonably request in connection with the preparation of the Joint Proxy Statement and the Form S-4. The Company shall use its commercially reasonable best efforts efforts, and IRT will cooperate with the Company, to file and 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, SEC as promptly as reasonably practicable after (including clearing the SEC or its staff advises that it has no further comments on the Amended Joint Proxy Statement/Prospectus and Statement with the Amended Form S-4 or that the Company and Parent may commence mailing the Amended Joint Proxy Statement/Prospectus, each SEC). Each of the Company and Parent 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 use its reasonable best efforts have become false or misleading in any material respect, and each of the parties hereto further agrees to take all steps necessary to amend or supplement the Joint Proxy Statement and the Form S-4 and to cause the Amended Joint Proxy Statement/Prospectus Statement and the Form S-4 as amended or supplemented to be distributed filed with the SEC and to be disseminated to their respective stockholders and shareholders, in each case as and to the stockholders extent required by applicable federal and state securities laws. Each of the Company and IRT agrees that the shareholders of Parent (as applicable). No filing of, information provided by it for inclusion in the Joint Proxy Statement or the Form S-4 and each amendment or supplement to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, shall be made by the Company or Parent, as applicable, and no response to any comments of the SEC or its staff with respect thereto shall be submitted by the Company or Parent, as applicable, without providing the other party a reasonable opportunity to review and comment thereon and giving due consideration to inclusion in the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or any such response, comments reasonably proposed by either party. Both parties shall notify the other party promptly of the receipt of any comments from the staff of the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (b) None of the information supplied or to be supplied by the Company or Parent for inclusion or incorporation by reference into (i) the Form S-4 willthereto, at the time the Form S-4 is filed with the SEC or of mailing thereof and at the time it becomes effective under of the Securities Act, contain any respective meetings of stockholders and shareholders of the Company and IRT will not include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) the Joint Proxy Statement/Prospectus will, at the date of distribution to stockholders of the Company, at the time of the . The Company Stockholders Meeting to be held in connection with the Merger, at the date of distribution to shareholders of Parent and at the time of the Parent Stockholders Meeting to be held in connection with the Issuance, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; providing, that, in each case of (i) and (ii), neither party shall be responsible or liable for any statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus or Form S-4, as applicable, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, distributed to the stockholders of the Company and to the shareholders of Parent. (c) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall be made by either party with respect to statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunder. (d) Each party will advise the other party and deliver copies (if any) to IRT, promptly after it receives notice thereof, of the time when the Form S-4 becomes effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information (regardless of whether such requests relate to IRT or the Company), and the Company shall promptly 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 counsel reasonably satisfactory to the Comp▇▇▇ ▇▇ have delivered an opinion, which opinion shall be filed with the SEC as an exhibit to the Form S-4, as to the federal income tax matters described in Sections 6.2(f) and 6.3(e) and such other federal income tax matters as are required to be addressed in the Form S-4 and the Joint Proxy Statement under the applicable rules of the SEC. The Company 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 "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 Company, its approval of this Agreement or the Merger or its recommendation that the IRT shareholders vote in favor of the IRT Shareholder Approval. (ii) Notwithstanding the foregoing or anything else in this Agreement to the contrary, the IRT Board may, on the Withdrawal 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 "30-Day Average Trading Price" shall mean the weighted average trading price per share of the Company Common Stock as quoted on the New York Stock Exchange for all transactions during the thirty (30) trading days ending on (and inclusive of) the fourth business day immediately preceding the scheduled date of the IRT Shareholders' Meeting (such fourth day, the "Withdrawal Date"). For the purpose of this subsection, the "3-Day Average Trading Price" shall mean the weighted average trading price per share of the Company Common Stock as quoted on the New York Stock Exchange for all transactions during the three (3) trading days ending on (and inclusive of) the Withdrawal Date.

Additional Agreements. Section 6.1 Preparation of the Amendment to Joint Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4. (a) On July 2, 2021, Parent filed with the SEC a registration statement on Form S-4 under the Securities Act (including a preliminary joint proxy statement/prospectus, as amended or supplemented from time to time prior Subject to the date hereofterms and conditions set forth herein, the “Original Joint Proxy Statement/Prospectus”) with respect to Borrower hereby irrevocably agrees and acknowledges that 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, 2021 Revolving Commitments shall be deemed (i) the Company and Parent shall jointly prepare and cause to be filed terminated substantially concurrently with the SEC an amendment to the Original Joint Proxy Statement/Prospectus (as amended or supplemented from time to time, the “Amended Joint Proxy Statement/Prospectus” and, together with the Original Joint Proxy Statement/Prospectus, the “Joint Proxy Statement/Prospectus”) (x) to be mailed to the stockholders of the Company relating to the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders MeetingAmendment Effective Date, and (ii) Parent shall prepareautomatically and immediately upon giving effect to this Amendment, together with the Companywithout any further instructions, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendmentnotices or consents, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”). Each of Parent and the Company shall use its reasonable best efforts to have the Amended Form S-4 declared effective replaced by the SEC, and to keep the Amended Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. Parent shall furnish to the Company all information relating to Parent as may be reasonably requested by the Company in connection with any such action and the preparation, filing and mailing of the Amended Joint Proxy Statement/Prospectus and the Company shall furnish to Parent all information relating to the Company as may be reasonably requested by Parent in connection with any such action and the preparation and filing of the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4. Subject to applicable Law, as promptly as reasonably practicable after the SEC or its staff advises that it has no further comments on the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4 or that the Company and Parent may commence mailing the Amended Joint Proxy Statement/Prospectus, each of the Company and Parent shall use its reasonable best efforts to cause the Amended Joint Proxy Statement/Prospectus to be distributed to the stockholders of the Company and the shareholders of Parent (as applicable). No filing of, or amendment or supplement to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, shall be made by the Company or Parent, as applicable, and no response to any comments of the SEC or its staff with respect thereto shall be submitted by the Company or Parent, as applicable, without providing the other party a reasonable opportunity to review and comment thereon and giving due consideration to inclusion in the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or any such response, comments reasonably proposed by either party. Both parties shall notify the other party promptly of the receipt of any comments from the staff of the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-42023 Revolving Commitments. (b) None of Subject to the information supplied or to be supplied by the Company or Parent for inclusion or incorporation by reference into terms and conditions set forth herein, each Consenting Revolving Lender party hereto hereby (i) irrevocably consents to the Form S-4 will, at terms and conditions of this Amendment and (ii) severally commits to provide the time 2023 Revolving Commitment in the Form S-4 is filed amount set forth opposite its name on Schedule 1 hereto simultaneously concurrently with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light cancellation and termination of the circumstances under which they were made2021 Revolving Commitments. The 2023 Revolving Commitments shall be on the terms set forth in the Amended Credit Agreement for the Revolving Commitments. (c) Subject to the terms and conditions set forth herein, not misleadingeach Continuing Term Lender party hereto hereby (i) irrevocably consents to the terms and conditions of this Amendment, and (ii) severally agrees to continue its Continuing Term Loans as 2023 Term Loans in the Joint Proxy Statement/Prospectus will, at the date of distribution to stockholders of the Company, at the time of the Company Stockholders Meeting to be held in connection with the Merger, at the date of distribution to shareholders of Parent and at the time of the Parent Stockholders Meeting to be held in connection with the Issuance, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; providing, that, in each case of (i) and (ii), neither party amount set forth opposite its name on Schedule 2. The Continuing Term Loans shall be responsible or liable for any statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be terms set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus or Form S-4, as applicable, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make Amended Credit Agreement for the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, distributed to the stockholders of the Company and to the shareholders of Parent. (c) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall be made by either party with respect to statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunderTerm Loans. (d) Each Subject to the terms and conditions set forth herein, each Incremental Continuing Term Lender party will advise hereto hereby (i) irrevocably consents to the other party promptly after it receives notice thereofterms and conditions of this Amendment, (ii) severally commits to provide the 2023 Term Loan Commitment in the amount set forth opposite its name on Schedule 2; and (iii) agrees to make the Additional Term Loans to the Borrower on the Amendment Effective Date. The 2023 Term Loan Commitments shall be on the terms set forth in the Amended Credit Agreement for the Term Loans, and shall automatically and permanently terminate upon funding of the time when Additional Term Loans on the Form S-4 becomes effectiveAmendment Effective Date. (e) Subject to the terms and conditions set forth herein, the issuance of any stop order, Borrower hereby (i) commits to apply the suspension net proceeds of the qualification Additional Term Loans on the Amendment Effective Date to prepay in full the outstanding principal amount of the Parent Common Stock issuable 2021 Term Loans that are not continued as Continuing Term Loans, and all accrued and unpaid interest on such 2021 Term Loans, and any additional amounts required pursuant to the Existing Credit Agreement in connection with such prepayment, and (ii) hereby instructs the Merger for offering Administrative Agent to apply such net proceeds to make such prepayments as set forth in the flow of funds memorandum attached hereto as Exhibit B. On the Amendment Effective Date, immediately after the Additional Term Loans are made and the net proceeds are applied as set forth in this Section, each 2023 Term Lender will have a Term Credit Exposure equal to the amount set forth opposite its name on Schedule 2 hereto under the column labelled “Resulting Credit Exposure”. (f) Subject to the terms and conditions set forth herein, (i) each 2023 Term Loan Commitment shall constitute a “Term Loan Commitment” and “Commitment”, (ii) the 2023 Term Loans (including the Continuing Term Loans and the Additional Term Loans) shall constitute “Term Loans” and “Loans,” (iii) each 2023 Revolving Commitment shall constitute a “Revolving Commitment” a “Commitment” and (iv) each Consenting Revolving Lender shall become a “Revolving Lender” and a “Lender” (if and to the extent such Consenting Revolving Lender is not already a Lender or sale in any jurisdictiona Revolving Lender, or any request by as applicable, prior to the SEC for amendment effectiveness of this Amendment) and shall have all the Joint Proxy Statement/Prospectus or the Form S-4rights and obligations of a Lender holding a Revolving Loan.

Additional Agreements. Section 6.1 Preparation The completion, execution and approval by Purchaser and Seller of the Amendment following additional agreements and documentation (the "Additional Agreements") are a material condition to Joint Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4.the parties' obligations hereunder: (a) On July 2, 2021, Parent filed with the SEC a registration statement on Form S-4 under the Securities Act (including a preliminary joint proxy statement/prospectus, as amended or supplemented from time to time prior Prior to the date hereofClosing Date, the “Original Joint Proxy Statement/Prospectus”) with respect Cyberads shall confirm and ratify its indebtedness to Levinson, through the issuance of Parent Common Stock in a promissory note issued by Cyb▇▇▇▇▇ ▇n favor of Levinson (the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”"Levinson Note"), which was declared effective by the SEC for funds advanced to Cyberads b▇ ▇▇▇▇▇▇on July 23, 2021. As promptly as reasonably practicable after the execution and delivery or bor▇▇▇▇▇ ▇▇ Levinson on behalf of this Agreement, (i) the Company and Parent shall jointly prepare and cause to be filed with the SEC an amendment to the Original Joint Proxy Statement/Prospectus (as amended or supplemented from time to time, the “Amended Joint Proxy Statement/Prospectus” andCyberads, together with wi▇▇ ▇▇▇▇▇est accrued to d▇▇▇, ▇▇lculated at the Original Joint Proxy Statement/Prospectus, rate of 10% per annum (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”"Levinson Loan"). Each The Levinson Note shall provide for monthly payment▇, ▇▇ ▇e applied fir▇▇ ▇▇ ▇▇l accrued but unpaid interest, of Parent no less than Twenty-five thousand dollars ($25,000). The Levinson Note shall be secured by all of Cyberads' assets (inclu▇▇▇▇ ▇▇▇ure ongoing receivables from existing contracts, including, but not limited to, that certain agreement by and the Company shall use its reasonable best efforts to have the Amended Form S-4 declared effective by the SECbetween Cyberads and InPhonics, 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 Inc.) existing on the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4 or that the Company and Parent may commence mailing the Amended Joint Proxy Statement/Prospectus, each of the Company and Parent shall use its reasonable best efforts to cause the Amended Joint Proxy Statement/Prospectus to be distributed to the stockholders of the Company and the shareholders of Parent (as applicable). No filing of, or amendment or supplement to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, shall be made by the Company or Parent, as applicable, and no response to any comments of the SEC or its staff with respect thereto shall be submitted by the Company or Parent, as applicable, without providing the other party a reasonable opportunity to review and comment thereon and giving due consideration to inclusion in the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or any such response, comments reasonably proposed by either party. Both parties shall notify the other party promptly of the receipt of any comments from the staff of the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4Closing Date. (b) None Documentation that Levinson has, as of the information supplied Closing Date, been removed as a personal ▇▇▇▇▇▇▇or of any and all of Cyberads or its subsidiaries' indebtedness (the "Cyberads Indebtedness"), incurred prior to or subsequent to the Closing Date, to Rockland Credit Finance, LLC and/or WebBank, Brightpoint, NA, and such other Cyberads Indebtedness as may be supplied agreed on by the Company parties prior to the Closing Date. Additionally, Cyberads and its subsidiaries shall execute a document, reasonably acceptable to Levinson, providing for indemnification by Cyberads and its subs▇▇▇▇▇▇▇▇ of Levinson with respect to any and all amounts that may be owed by Cyb▇▇▇▇▇ ▇▇d/or Parent for inclusion or incorporation by reference into (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) the Joint Proxy Statement/Prospectus will, at the date of distribution to stockholders of the Company, at the time of the Company Stockholders Meeting to be held its subsidiaries in connection with the Mergerany past or current state, at the date of distribution to shareholders of Parent and at the time of the Parent Stockholders Meeting to be held in connection with the Issuance, contain any untrue statement of material fact local or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; providing, that, in each case of (i) and (ii), neither party shall be responsible or liable for any statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote any information federal taxes relating to the Company conduct of Cyberads or Parentits subsidiaries businesses, or any of their respective Affiliatesincluding, directors or officersbut not limited to, should be discovered by the Company or Parent which should be set forth in an amendment or supplement all taxes relating to the Joint Proxy Statement/Prospectus employment by Cyberads or Form S-4its subsidiaries of all employees, as applicableincluding, so that such document would but not include any misstatement of a material fact or omit to state any material fact necessary to make the statements thereinlimited to, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party withholding and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, distributed to the stockholders of the Company and to the shareholders of Parentrelated taxes. (c) Each Levinson shall have received One million (1,000,000) shares of ▇▇▇▇▇▇▇▇' common stock (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 "New Shares"), previously authorized by Cyberads' Board of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall be made by either party with respect to statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunderDirectors . (d) Each party will advise A duly executed agreement by and among Levinson, Novanet and Cyberads, providing that, in the other party promptly after it receives notice thereofevent th▇ ▇▇▇ ▇hares do not have a per share Closing Price, as defined in this sub-section, of $0.50 per share or greater twelve (12) months from the time when Closing Date, Cyberads shall issue such number of additional shares to Levinson as necessary, based upon the Form S-4 becomes effectiveClosing Price, to result in ▇▇▇▇▇▇▇n having been issued a total number of shares having a value, ▇▇▇▇▇▇ated on the basis of the Closing Price, of Five hundred thousand dollars ($500,000). The Closing Price shall be calculated by taking the average bid and ask price quoted by all market makers in Cyberads' common stock for the twenty (20) trading days immediately prior to the first anniversary of the Closing Date. (e) A duly executed agreement by and between Levinson and Novanet providing that the exercise price payable ▇▇ ▇▇▇inson pursuant to options granted by Levinson with respect to ▇▇▇▇▇ ▇▇ndred thousand (800,000) shares ▇▇ ▇▇▇▇rads stock, which shares are not part of the Shares or the New Shares (the "Option Shares"), shall be divided equally, upon exercise, between Levinson and Novanet, and providing further that, in the event so▇▇ ▇▇ ▇▇l of the Option Shares are not exercised by the option holders prior to the expiration date of such options, the issuance of any stop order, the suspension balance of the qualification Option Shares not purchased pursuant to exercise of the Parent Common Stock issuable in connection with option shall be delivered to Novanet by Levinson without the Merger for offering or sale in any jurisdiction, or any request payment by the SEC for amendment Novanet of the Joint Proxy Statement/Prospectus or the Form S-4.any

Additional Agreements. Section 6.1 Preparation 4.1 PREPARATION OF FORM S-4 AND PROXY STATEMENT/PROSPECTUS; INFORMATION SUPPLIED. (a) As soon as practicable following the date of this Agreement, Chancellor shall prepare and file with the Amendment to Joint SEC (i) a preliminary Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4. (aii) On July 2, 2021, Parent filed with the SEC a registration statement Registration Statement on Form S-4 under (the Securities Act (including a preliminary joint proxy statement/prospectus, as amended or supplemented from time to time prior to the date hereof, the “Original Joint Proxy Statement/Prospectus”"Form S-4") with respect to the registration of the issuance of Parent shares of Chancellor Common Stock in the Merger (such registration statementMerger, and any amendments or supplements thereto prior to of which the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) the Company and Parent shall jointly prepare and cause to be filed with the SEC an amendment to the Original Joint Proxy Statement/Prospectus (as amended or supplemented from time to time, the “Amended Joint Proxy Statement/Prospectus” and, together with the Original Joint Proxy Statement/Prospectus, the “Joint Proxy Statement/Prospectus”) (x) to be mailed to the stockholders of the Company relating to the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC will form a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”)part. Each of Parent and the Company Chancellor shall use its reasonable best efforts to have the Amended Form S-4 declared effective by under the SEC, and to keep the Amended Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. Parent shall furnish to the Company all information relating to Parent as may be reasonably requested by the Company in connection with any such action and the preparation, filing and mailing of the Amended Joint Proxy Statement/Prospectus and the Company shall furnish to Parent all information relating to the Company as may be reasonably requested by Parent in connection with any such action and the preparation and filing of the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4. Subject to applicable Law, Securities Act as promptly as reasonably practicable after the SEC or its staff advises that it has no further comments on the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4 or that the Company and Parent may commence mailing the Amended Joint Proxy Statement/Prospectus, each of the Company and Parent such filing. Chancellor shall use its reasonable best efforts to cause the Amended Joint Proxy Statement/Prospectus to be distributed mailed to Chancellor's stockholders and LIN's stockholders 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 stockholders service of the Company process in suits, other than as to matters and the shareholders of Parent (as applicable). No filing of, or amendment or supplement transactions relating to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, shall in any jurisdiction where it is not so subject) required to be made by taken under any applicable state securities laws in connection with the Company or Parent, as applicable, and no response to any comments issuance of the SEC or its staff with respect thereto shall be submitted by the Company or Parent, as applicable, without providing the other party a reasonable opportunity to review and comment thereon and giving due consideration to inclusion Chancellor Common Stock in the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, Merger and LIN shall furnish all information concerning itself and the holders of shares of LIN Common Stock as applicable, or may be reasonably requested in connection with any such response, comments reasonably proposed by either party. Both parties shall notify the other party promptly of the receipt of any comments from the staff of the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4action. (b) None of LIN agrees and represents and warrants that the information supplied or to be supplied by the Company or Parent it specifically for inclusion or incorporation by reference into in the (i) the Form S-4 willwill not, at the time the Form S-4 is filed with the SEC SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) the Joint Proxy Statement/Prospectus will, at the date of distribution to stockholders of the Company, at the time of the Company Stockholders Meeting to be held in connection with the Merger, at the date of distribution to shareholders of Parent and at the time of the Parent Stockholders Meeting to be held in connection with the Issuance, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading; providing, that, in each case of (i) and or (ii) the 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 (as defined in Section 4.2), neither party shall be responsible contain any statement which, at the time and in light of the circumstances under which it is made, is false or liable 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 any statements made the same meeting or incorporated by reference therein based on 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 the other party it specifically for inclusion or incorporation by reference therein. If in (i) the Form S-4 will not, at the time the Form S-4 is filed with the SEC, at any time prior to obtaining it is amended or supplemented or at the Requisite Company Stockholder Vote or time it becomes effective under the Requisite Parent Stockholder Vote Securities Act, contain any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus or Form S-4, as applicable, so that such document would not include any misstatement 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 party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, distributed to the stockholders of the Company and to the shareholders of Parent. (c) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus 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 Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, except that no representation or warranty shall be made by either party in each case with respect to statements made or incorporated by reference therein based on information in the Form S-4 or the Proxy Statement/Prospectus supplied by the other party LIN specifically for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect therein as to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunderwhich Chancellor assumes no responsibility. (d) Each party will advise the other party promptly after it receives notice thereof, of the time when the Form S-4 becomes effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4.

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

Additional Agreements. Section 6.1 Preparation of the Amendment to Joint Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4. (a) On July 2, 2021, Parent filed with Unless the SEC a registration statement on Form S-4 under Company or the Securities Act (including a preliminary joint proxy statement/prospectus, as amended or supplemented from time to time prior to the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and Board has breached 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 material provision of this Agreement, which breach has not been cured within five (i5) business days following the receipt of written notice from the Icahn Group specifying any such breach, solely in connection with the 2026 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 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 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 present for quorum purposes and to be voted, at the 2026 Annual Meeting or at any adjournment or postponement thereof, (A) for each director nominated by the Board for election at the 2026 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, and (D) in favor of the ratification of the Company’s auditors. Except as provided in the foregoing sentence or otherwise in this Agreement, the Icahn Group shall not be restricted from voting “For”, “Against” or “Abstaining” from any other proposals at the 2026 Annual Meeting. (b) 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 and Parent shall jointly prepare and cause to be filed with will nominate the SEC an amendment to Icahn Designees for election as directors at the Original Joint Proxy Statement/Prospectus (as amended or supplemented from time to time, the “Amended Joint Proxy Statement/Prospectus” and, together with the Original Joint Proxy Statement/Prospectus, the “Joint Proxy Statement/Prospectus”) (x) to be mailed to the stockholders of the Company relating to the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders 2026 Annual Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”). Each of Parent and the Company shall use its reasonable best efforts to have the Amended Form S-4 declared effective by the SEC, and to keep the Amended Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. Parent shall furnish to the Company all information relating to Parent as may be reasonably requested by the Company in connection with any such action and the preparation, filing and mailing of the Amended Joint Proxy Statement/Prospectus and the Company shall furnish to Parent all information relating to the Company as may be reasonably requested by Parent in connection with any such action and the preparation and filing of the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4. Subject to applicable Law, as promptly as reasonably practicable after the SEC or its staff advises that it has no further comments on the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4 or that the Company and Parent may commence mailing the Amended Joint Proxy Statement/Prospectus, each of the Company and Parent shall use its reasonable best efforts to cause the Amended Joint Proxy Statement/Prospectus to be distributed to the stockholders election of the Company and the shareholders of Parent (as applicable). No filing of, or amendment or supplement to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, shall be made Icahn Designees so nominated by the Company or Parent(including by (x) recommending that the Company’s stockholders vote in favor of the election of the Icahn Designees, as applicable(y) including the Icahn Designees in the Company’s proxy statement and proxy card for such annual meeting (assuming they consent thereto) and (z) otherwise supporting the Icahn Designees for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate) and (II) each member of the Icahn Group will, in connection with the 2026 Annual Meeting, (1) cause, in the case of all Voting Securities owned of record, and no response to (2) instruct and cause the record owner, in the case of all shares of Voting Securities beneficially owned but not owned of record, directly or indirectly, by it, or by any comments Icahn Affiliate, in each case as of the SEC record date for the 2026 Annual Meeting or its staff with respect thereto shall as to which the member of the Icahn Group otherwise has the power to vote or direct the vote, in each case that are entitled to vote at the 2026 Annual Meeting, to be submitted present for quorum purposes and to be voted at the 2026 Annual Meeting or at any adjournment or postponement thereof, (A) for each director nominated by the Company or ParentBoard for election at the 2026 Annual Meeting, as applicable, without providing the other party a reasonable opportunity to review and comment thereon and giving due consideration to inclusion in the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or (B) against any such response, comments reasonably proposed by either party. Both parties shall notify the other party promptly of the receipt of any comments from the staff of the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (b) None of the information supplied or to be supplied by the Company or Parent for inclusion or incorporation by reference into (i) stockholder proposal to increase the Form S-4 will, at the time the Form S-4 is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light size of the circumstances under which they were made, not misleading, Board and (ii) nominees that are not nominated by the Joint Proxy Statement/Prospectus will, Board for election at the date 2026 Annual Meeting, and (C) in favor of distribution to stockholders the ratification of the Company’s auditors. Except as provided in the foregoing sentence or otherwise in this Agreement, the Icahn Group shall not be restricted from voting “For”, “Against” or “Abstaining” from any other proposals at the time of the Company Stockholders Meeting to be held in connection with the Merger, at the date of distribution to shareholders of Parent and at the time of the Parent Stockholders Meeting to be held in connection with the Issuance, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; providing, that, in each case of (i) and (ii), neither party shall be responsible or liable for any statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus or Form S-4, as applicable, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, distributed to the stockholders of the Company and to the shareholders of Parent2026 Annual Meeting. (c) Each Unless the Company or the Board has breached any material provision of this Agreement and failed to cure such breach within five (5) business days following the receipt of written notice from the Icahn Group specifying any such breach, for any special meeting of stockholders that includes a proposal to remove directors or to expand the Board and add directors, then so long as (x) any Icahn Designee (or Replacement Designee) is a member of the Company Board at the time of such special meeting, (y) the Icahn Group has the right to designate a Replacement Designee at such time (including at such special meeting) and/or (z) the members of the Icahn Group were required to vote in favor of the directors nominated by the Board pursuant to Section 2(a) or 2(b) at the most recent prior annual meeting of stockholders, each member of the Icahn Group shall (1) cause, in the case of all Voting Securities owned of record, and Parent shall (2) instruct and cause the Joint Proxy Statement/Prospectus and record owner, in the Form S-4 to comply case of all Voting Securities beneficially owned but not owned of record, directly or indirectly, by it, or by any Icahn Affiliate, in each case as of the record date for the applicable special meeting or as to form in all material respects with which the requirements member of the Exchange Act Icahn Group otherwise has the power to vote or direct the vote, in each case that are entitled to vote at such special meeting, to be present for quorum purposes and Securities Actto be voted at such special meeting or at any adjournment or postponement thereof, as (A) for each director nominated or supported by the case may be, Board for election at such special meeting and (B) against any (i) proposal to remove directors or increase the rules and regulations size of the SEC thereunder, except Board and (ii) nominees that no representation are not nominated or warranty shall be made by either party with respect to statements made or incorporated by reference therein based on information supplied supported by the other party Board for inclusion or incorporation by reference election at such special meeting. Except as provided in the Joint Proxy Statement/Prospectus foregoing sentence or Form S-4. Parent and otherwise in this Agreement, the Company Icahn Group shall make not be restricted from voting “For”, “Against” or “Abstaining” from any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunderproposals at such special meeting. (d) Each party will advise As used in this Agreement, the other party promptly after it receives notice thereofterm “Voting Securities” shall mean the Common Shares that such person has the right to vote or has the right to direct the vote. For purposes of this Section 2, no person shall be, or be deemed to be, the “beneficial owner” of, or to “beneficially own,” any securities beneficially owned by any director of the time when Company to the Form S-4 becomes effective, extent such securities were acquired directly from the issuance of any stop order, the suspension Company by such director as or pursuant to director compensation for serving as a director of the qualification Company. For purposes of this Agreement, (x) the term “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act, and the term “Icahn Affiliate” shall mean such Affiliates that are controlled by the members of the Parent Common Stock issuable Icahn Group, and (y) the term “Associate” shall mean (A) any trust or other estate in connection with the Merger for offering which such person has a substantial beneficial interest or sale as to which such person serves as trustee or in a similar fiduciary capacity, and (B) any jurisdictionrelative or spouse of such person, or any request by relative of such spouse, who has the SEC for amendment same home as such person or who is a director or officer of the Joint Proxy Statement/Prospectus such person or the Form S-4of any of its parents or subsidiaries.

Additional Agreements. Section 6.1 Preparation of the Amendment to Joint SECTION 6.01. Registration Statement/Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4; Quotation on Nasdaq National Market. (a) On July 2, 2021, Parent filed with the SEC a registration statement on Form S-4 under the Securities Act (including a preliminary joint proxy statement/prospectus, as amended or supplemented from time to time prior to the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) the Company and Parent shall jointly prepare and cause to be filed with the SEC an amendment to the Original Joint Proxy Statement/Prospectus (as amended or supplemented from time to time, the “Amended Joint Proxy Statement/Prospectus” and, together with the Original Joint Proxy Statement/Prospectus, the “Joint Proxy Statement/Prospectus”) (x) to be mailed to the stockholders of the Company relating to the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC preliminary proxy materials which shall constitute the preliminary Proxy Statement and a post-effective amendment preliminary prospectus with respect to the Original Form S-4 Parent Shares to be issued in connection with the Merger. As promptly as practicable after comments are received from the SEC with respect to the preliminary proxy materials and after the furnishing by the Company and Parent of all information required to be contained therein (such amendmentincluding, without limitation, financial statements and supporting schedules and certificates and reports of independent public accountants), the Company and Parent shall file with the SEC the definitive Proxy Statement and Parent shall file with the SEC the Registration Statement, which Proxy Statement and Registration Statement shall each comply in all material respects with the applicable requirements of the Exchange Act and Securities Act, respectively, and any amendments or supplements thereto, the “Amended Form S-4” and, together with applicable rules and regulations of the Original Form S-4, the “Form S-4”)SEC thereunder. Each of Parent and the Company shall use its their reasonable best efforts to have cause the Amended Form S-4 declared effective by the SEC, and Registration Statement to keep the Amended Form S-4 become effective as long soon thereafter as is necessary to consummate the Merger and the other transactions contemplated hereby. Parent shall furnish to the Company all information relating to Parent as may be reasonably requested by the Company in connection with any such action and the preparation, filing and mailing of the Amended Joint Proxy Statement/Prospectus and the Company shall furnish to Parent all information relating to the Company as may be reasonably requested by Parent in connection with any such action and the preparation and filing of the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4. Subject to applicable Law, as promptly as reasonably practicable after the SEC or its staff advises that it has no further comments on the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4 or that the Company and Parent may commence mailing the Amended Joint Proxy Statement/Prospectus, each of the practicable. (b) The Company and Parent shall use its reasonable best efforts to cause the Amended Joint Proxy Statement/Prospectus Statement to be distributed mailed to their respective stockholders and, if necessary, after the stockholders of the Company and the shareholders Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material and, if required in connection therewith, resolicit proxies. (c) Each of Parent (as applicable). No filing of, or amendment or supplement to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, shall be made by the Company or Parent, as applicable, and no response to any comments of the SEC or its staff with respect thereto shall be submitted by the Company or Parent, as applicable, without providing the other party a reasonable opportunity to review and comment thereon and giving due consideration to inclusion in the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or any such response, comments reasonably proposed by either party. Both parties shall notify the other party promptly of the receipt of any comments from the staff of the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its RepresentativesSub, on the one hand, and the staff of the SECCompany, on the other hand, with respect warrants to the Amended Joint other that the information provided and to be provided by Parent and Sub and the Company, respectively (or incorporated by reference to filings made with the SEC by Parent and the Company, respectively), for use in each of the Registration Statement, on the date the Registration Statement becomes effective, and the Proxy Statement/Prospectus or , on the Amended Form S-4. (b) None of date the information supplied or to be supplied by the Company or Parent for inclusion or incorporation by reference into (i) the Form S-4 will, at the time the Form S-4 Proxy Statement is filed with the SEC or at and on the time date it becomes effective under is first mailed to the Securities ActCompany's stockholders and the date it is first mailed to Parent's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) the Joint Proxy Statement/Prospectus will, at the date of distribution to stockholders of the Company, at the time of the Company Stockholders Meeting to be held in connection with the Merger, at the date of distribution to shareholders of Parent and at the time of the Parent Stockholders Meeting to be held in connection with the Issuance, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; providing. Each of Parent and Sub, thaton the one hand, in each case and the Company, on the other, shall notify the other parties promptly of (i) and (ii), neither party shall be responsible or liable for the receipt of any statements made or incorporated by reference therein based on information supplied comments by the other party SEC and of any request by the SEC for inclusion amendments or incorporation by reference thereinsupplements to the preliminary Proxy Statement, the Proxy Statement or the Registration Statement or for additional information, and shall supply one another with copies of all correspondence with the SEC with respect to any of the foregoing. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote Special Meeting, any information event should occur relating to the Company Parent or Parent, Sub (or any of their respective Affiliatesaffiliates, directors or officers, should be discovered by the Company or Parent ) which should be set forth described in an amendment or supplement to the Joint Proxy Statement or the Registration Statement/Prospectus or Form S-4, as applicableParent shall promptly inform the Company. If at any time prior to the Parent Stockholders' Meeting, so that such document would not include any misstatement of a material fact or omit event should occur relating to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleadingCompany, the party that discovers such information shall promptly notify the other party and Subsidiaries or any of their respective affiliates, directors or officers which should be described in an appropriate amendment or supplement describing to the Proxy Statement or the Registration Statement, the Company shall promptly inform Parent. Whenever any event occurs which should be described in an amendment or supplement to the Proxy Statement or the Registration Statement, Parent and the Company shall, upon learning of such information shall be event, cooperate with each other promptly filed to file and clear with the SEC and, to the extent required by Lawif applicable, distributed mail such amendment or supplement to the stockholders of the Company and to the shareholders of Parent. (c) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall be made by either party with respect to statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunder. (d) Each party will advise Parent shall use its best efforts to obtain approval for quotation on the other party promptly after it receives Nasdaq National Market, upon official notice thereofof issuance, of the time when Parent Shares to be issued pursuant to the Form S-4 becomes effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4Merger.

Additional Agreements. Section 6.1 SECTION 6.1. Preparation of the Amendment to S-4 and Joint Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4; Stockholders Meetings. (a) On July 2, 2021, Parent filed with the SEC a registration statement on Form S-4 under the Securities Act (including a preliminary joint proxy statement/prospectus, As soon as amended or supplemented from time to time prior to practicable following the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) Parent and the Company and Parent shall jointly prepare and cause to be filed with the SEC an amendment to the Original Joint Proxy Statement/Prospectus (as amended or supplemented from time to time, the “Amended Joint Proxy Statement/Prospectus” and, together with the Original Joint Proxy Statement/Prospectus, the “Joint Proxy Statement/Prospectus”) (x) to be mailed to the stockholders of the Company relating to the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, Joint Proxy Statement and any amendments or supplements thereto, the “Amended Form S-4” and, together Parent shall file with the Original SEC the Form S-4, in which the “Form S-4”)Joint Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use its reasonable best efforts to have the Amended Form S-4 declared effective by the SEC, and to keep the Amended Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. Parent shall furnish to the Company all information relating to Parent as may be reasonably requested by the Company in connection with any such action and the preparation, filing and mailing of the Amended Joint Proxy Statement/Prospectus and the Company shall furnish to Parent all information relating to the Company as may be reasonably requested by Parent in connection with any such action and the preparation and filing of the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4. Subject to applicable Law, as promptly as reasonably practicable after the SEC or its staff advises that it has no further comments on the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4 or that the Company and Parent may commence mailing the Amended Joint Proxy Statement/Prospectus, each of the Company and Parent shall use their reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Parent, Merger Sub and the Company will cooperate with each other in the preparation of the Joint Proxy Statement and the Form S-4; without limiting the generality of the foregoing, Parent and Merger Sub, on the one hand, and the Company, on the other hand, will furnish to each other the information relating to the party furnishing such information required by the Exchange Act or the Securities Act, as applicable, to be set forth in the Joint Proxy Statement and the Form S-4, and Company and its counsel shall be given the opportunity to review and comment on the Joint Proxy Statement and the Form S-4 prior to the filing thereof with the SEC. Parent, Merger Sub and the Company each agree to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to any comments made by the SEC with respect to the Joint Proxy Statement and the Form S-4. The Company and Parent will use their reasonable best efforts to cause the Amended Joint Proxy Statement/Prospectus Statement to be distributed mailed to their stockholders as promptly as practicable after the stockholders of Form S-4 is declared effective under the Company and the shareholders of Parent (as applicable)Securities Act. No filing of, or amendment or supplement (including by incorporation by reference) to, or correspondence to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, shall be made by the Company or Parent, as applicable, and no response to any comments of the SEC or its staff with respect thereto shall to, the Form S-4 or the Joint Proxy Statement will be submitted made by Parent or the Company or Parent, as applicableCompany, without providing the other approval of both parties, which approval shall not be unreasonably withheld or delayed; provided that with respect to documents filed by a party a reasonable opportunity to review and comment thereon and giving due consideration to inclusion which are incorporated by reference in the Amended Form S-4 or Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or any such response, comments reasonably proposed by either party. Both parties this right of approval shall notify the other party promptly of the receipt of any comments from the staff of the SEC apply only with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (b) None of the information supplied or to be supplied by the Company or Parent for inclusion or incorporation by reference into (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) the Joint Proxy Statement/Prospectus will, at the date of distribution to stockholders of the Company, at the time of the Company Stockholders Meeting to be held in connection with the Merger, at the date of distribution to shareholders of Parent and at the time of the Parent Stockholders Meeting to be held in connection with the Issuance, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; providing, that, in each case of (i) and (ii), neither party shall be responsible or liable for any statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote any information relating to the Company other party or Parentits business, financial condition or results of operations, or any of their respective Affiliates, directors this Agreement or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus or Form S-4, as applicable, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, distributed to the stockholders of the Company and to the shareholders of Parent. (c) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall be made by either party with respect to statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4transactions contemplated hereby. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunder. (d) Each party will advise the other party party, promptly after it receives notice thereof, of the time when the Form S-4 becomes effectivehas become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Form S-4, Joint Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus , so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Company and Parent. (b) The Company shall, as soon as practicable after the 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 withdraw, modify or change such recommendation if but only if (i) it believes in good faith, based on such matters as it deems relevant, and after receiving the advice of the Company's financial advisors, that a Superior Proposal (as defined in Section 6.10(b) hereof) has been made and (ii) it has determined in good faith, after consultation with outside counsel, that withdrawal, modification or change of such recommendation is, in the good faith judgment of the Board of Directors of the Company, required by the Board of Directors to comply with its fiduciary duties imposed by applicable law. Unless the Board of Directors of the Company has withdrawn its recommendation of this Agreement in compliance with this Section 6.1(b), the Company shall use its reasonable best efforts to solicit from stockholders of the Company proxies in favor of the adoption of this Agreement and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by applicable law to effect the Merger. (c) Parent shall, as soon as practicable after the date hereof, and in accordance with the Parent's certificate of incorporation and bylaws and applicable law, establish a record date (which will be as soon as practicable after the date hereof) for, duly call, give notice of, convene and hold a meeting of its stockholders (the "Parent Stockholders Meeting") for the purpose of considering and taking action upon the Share Issuance. Once the Parent Stockholders Meeting has been called and noticed, Parent shall not postpone or adjourn the Parent Stockholders Meeting without the consent of the Company, which shall not be unreasonably withheld or delayed (other than (i) for the absence of a quorum or (ii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which it believes in 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 delivered to Parent a letter of KPMG LLP, the Company's independent public accountants, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to Parent, in form and substance reasonably satisfactory to Parent and customary in scope and substance for letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (e) Parent shall use all reasonable efforts to cause to be delivered to the Company a letter of Ernst & Young LLP, the Company's independent public accountants, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to the Company, in form and substance reasonably satisfactory to the Company and customary in scope and substance for letters delivered by independent public accountants in connection with registration statements similar to the Form S-4.

Additional Agreements. Section 6.1 Preparation (a) Unless the Company or the Board has breached any material provision of this, which breach has not been cured within five (5) business days following the receipt of written notice from the Icahn Group specifying any such breach, solely in connection with the 2022 Annual Meeting, each member of the Amendment Icahn Group shall (1) cause, in the case of all Voting Securities owned of record, and (2) instruct and cause the record owner, in the case of all Voting Securities beneficially owned but not owned of record, directly or indirectly, by it, or by any Icahn Affiliate, in each case as of the record date for the 2022 Annual Meeting or as to Joint Proxy Statement/Prospectus which the member of the Icahn Group otherwise has the power to vote or direct the vote, in each case that are entitled to vote at the 2022 Annual Meeting, to be present for quorum purposes and Post-Effective Amendment to Form S-4be voted, at the 2022 Annual Meeting or at any adjournment or postponement thereof, (A) for each director nominated by the Board for election at the 2022 Annual Meeting, (B) against any nominees that are not nominated by the Board for election at the 2022 Annual Meeting, (C) against any stockholder proposal to increase the size of the Board, and (D) in favor of the ratification of the Company’s auditors. Except as provided in the foregoing sentence or otherwise in this Agreement, the Icahn Group shall not be restricted from voting “For”, “Against” or “Abstaining” from any other proposals at the 2022 Annual Meeting. (ab) On July 2Unless the Icahn Group has elected to terminate the obligations of the Icahn Group and the Company under this Section 2(b) as a result of the breach by the Company or the Board of any material provision of this Agreement and failed to cure such breach within five (5) business days following the receipt of written notice from the Icahn Group specifying any such breach, 2021, Parent filed with if the SEC Company (or any of its subsidiaries) has entered into a registration statement on Form S-4 under the Securities Act definitive agreement providing for a Transaction Event (including a preliminary joint proxy statement/prospectus, as amended which Transaction Event has not been consummated or supplemented from time to time terminated) at least thirty (30) days prior to the date hereof, expiration of the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock advance notice deadline set forth in the Merger Company’s Bylaws for the 2023 Annual Meeting, then (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (iI) the Company and Parent shall jointly prepare and cause will nominate the Icahn Designees for election as directors at the 2023 Annual Meeting (whether or not such Icahn Designees consent to be filed with being named in the SEC an amendment to the Original Joint Proxy Statement/Prospectus (as amended or supplemented from time to time, the “Amended Joint Proxy Statement/Prospectus” and, together with the Original Joint Proxy Statement/Prospectus, the “Joint Proxy Statement/Prospectus”) (x) to be mailed to the stockholders of the Company proxy statement relating to the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meetingsuch annual meeting), and (ii) Parent shall prepare, together with the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”). Each of Parent and the Company shall use its reasonable best efforts to have the Amended Form S-4 declared effective by the SEC, and to keep the Amended Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. Parent shall furnish to the Company all information relating to Parent as may be reasonably requested by the Company in connection with any such action and the preparation, filing and mailing of the Amended Joint Proxy Statement/Prospectus and the Company shall furnish to Parent all information relating to the Company as may be reasonably requested by Parent in connection with any such action and the preparation and filing of the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4. Subject to applicable Law, as promptly as reasonably practicable after the SEC or its staff advises that it has no further comments on the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4 or that the Company and Parent may commence mailing the Amended Joint Proxy Statement/Prospectus, each of the Company and Parent shall use its reasonable best efforts to cause the Amended Joint Proxy Statement/Prospectus to be distributed to the stockholders election of the Company and the shareholders of Parent (as applicable). No filing of, or amendment or supplement to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, shall be made Icahn Designees so nominated by the Company or Parent, as applicable, and no response to any comments (including by (x) recommending that the Company’s stockholders vote in favor of the SEC or its staff with respect thereto shall be submitted by election of the Icahn Designees, (y) including the Icahn Designees in the Company’s proxy statement and proxy card for such annual meeting (assuming they consent thereto) and (z) otherwise supporting the Icahn Designees for election in a manner no less rigorous and favorable than the manner in which the Company or Parent, as applicable, without providing the supports its other party a reasonable opportunity to review and comment thereon and giving due consideration to inclusion nominees in the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or any such response, comments reasonably proposed by either party. Both parties shall notify the other party promptly of the receipt of any comments from the staff of the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (b) None of the information supplied or to be supplied by the Company or Parent for inclusion or incorporation by reference into (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingaggregate), and (iiII) each member of the Joint Proxy Statement/Prospectus Icahn Group will, at the date of distribution to stockholders of the Company, at the time of the Company Stockholders Meeting to be held in connection with the Merger2023 Annual Meeting, at the date of distribution to shareholders of Parent and at the time of the Parent Stockholders Meeting to be held in connection with the Issuance, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein(1) cause, in light the case of all Voting Securities owned of record, and (2) instruct and cause the circumstances under which they were made, not misleading; providing, thatrecord owner, in each the case of (i) and (ii), neither party shall be responsible or liable for any statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote any information relating to the Company or Parent, or any all shares of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus or Form S-4, as applicable, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, distributed to the stockholders of the Company and to the shareholders of Parent. (c) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall be made by either party with respect to statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunder. (d) Each party will advise the other party promptly after it receives notice thereof, of the time when the Form S-4 becomes effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4.Voting Securities

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

Additional Agreements. Section 6.1 Preparation of the Amendment to Joint Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4. (a) On July 2Both CEC and Farmee will promptly sign or cause its respective duly authorized representatives to sign and thereby bind the individual Parties in the event any other contracts, 2021filings, Parent filed with declarations or agreements that are required or may become required to give full force and effect to and facilitate actions relating to and including without limitation the SEC a registration statement on Form S-4 under the Securities Act (including a preliminary joint proxy statement/prospectus, as amended or supplemented from time to time prior to the date hereofFarm Out, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statementVenture, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) the Company and Parent shall jointly prepare and cause to be filed with the SEC an amendment to the Original Joint Proxy Statement/Prospectus (as amended or supplemented from time to time, the “Amended Joint Proxy Statement/Prospectus” and, together with the Original Joint Proxy Statement/Prospectus, the “Joint Proxy Statement/Prospectus”) (x) to be mailed to the stockholders of the Company relating to the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”). Each of Parent PSC activities and the Company shall use its reasonable best efforts to have the Amended Form S-4 declared effective by the SEC, and to keep the Amended Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. Parent shall furnish to the Company all information relating to Parent as may be reasonably requested by the Company in connection with any such action and the preparation, filing and mailing of the Amended Joint Proxy Statement/Prospectus and the Company shall furnish to Parent all information relating to the Company as may be reasonably requested by Parent in connection with any such action and the preparation and filing of the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4. Subject to applicable Law, as promptly as reasonably practicable after the SEC or its staff advises that it has no further comments on the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4 or that the Company and Parent may commence mailing the Amended Joint Proxy Statement/Prospectus, each of the Company and Parent shall use its reasonable best efforts to cause the Amended Joint Proxy Statement/Prospectus to be distributed to the stockholders of the Company and the shareholders of Parent (as applicable). No filing of, or amendment or supplement to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, shall be made by the Company or Parent, as applicable, and no response to any comments of the SEC or its staff with respect thereto shall be submitted by the Company or Parent, as applicable, without providing the other party a reasonable opportunity to review and comment thereon and giving due consideration to inclusion in the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or any such response, comments reasonably proposed by either party. Both parties shall notify the other party promptly of the receipt of any comments from the staff of the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC payable for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4same. (b) None of the information supplied or to be supplied by the Company or Parent for inclusion or incorporation by reference into (i) the Form S-4 will, at the Until such time the Form S-4 is filed with the SEC or at the time it becomes effective as Farmee has fully discharged its obligations under the Securities ActNotes, contain Farmee covenants and agrees to immediately apply upon receipt and make partial prepayment thereby against the Notes twenty-five (25%) of any untrue statement and all cash proceeds received directly by Farmee as a result of material fact any and all farm outs or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light sales of the circumstances under which they were made, not misleading, and (ii) the Joint Proxy Statement/Prospectus will, at the date of distribution to stockholders of the Company, at the time of the Company Stockholders Meeting to be held in connection with the Merger, at the date of distribution to shareholders of Parent and at the time of the Parent Stockholders Meeting to be held in connection with the Issuance, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; providing, that, in each case of (i) and (ii), neither party shall be responsible or liable for any statements Working Interests made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus or Form S-4, as applicable, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, distributed to the stockholders of the Company and to the shareholders of ParentFarmee. (c) Each Until such time as CEC has fully discharged its obligations to the Original Vendors pursuant to the Bengara-II and Yapen Share Purchase Agreements, CEC covenants and agrees to immediately apply upon receipt and make partial prepayment thereby against such obligations twenty-five (25%) of the Company any and Parent shall cause the Joint Proxy Statement/Prospectus all cash proceeds received directly by CEC as a result of any and the Form S-4 to comply as to form in all material respects with the requirements farm outs or sales of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall be Working Interests made by either party with respect to statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunderCEC. (d) Each party CEC covenant that, not later than January 21, 2000, or such later date as Farmee may agree, it will advise the other party promptly after it receives notice thereof, obtain a written agreement from each of the time when the Form S-4 becomes effectiveOriginal Vendors, the issuance in a form satisfactory to Farmee, whereby they release CEC and its successors and assigns from: (i) all obligations under Article VII of any stop order, the suspension each of the qualification Bengara II and Yapen Share Purchase Agreements (the "Release"); (ii) all restrictions on encumbering, pledging or hypothecating the shares of Apex Bengara as per Paragraph 4 of the Parent Common Stock issuable promissory notes dated September 30, 1998, made by CEC in connection with favor of Apex vendors (the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment "Waiver"). The delivery of the Joint Proxy Statement/Prospectus or Release and the Form S-4Waiver shall be conditions precedent to delivery of installment payments 2 and 3 by Farmee.

Additional Agreements. Section 6.1 Preparation From and after the effectiveness of the Amendment to Joint Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4. (a) On July 2, 2021, Parent filed with the SEC a registration statement on Form S-4 under the Securities Act (including a preliminary joint proxy statement/prospectus, as amended or supplemented from time to time prior to the date hereof, the “Original Joint Proxy Statement/Prospectus”) any Registration Statement 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 hereofSecurities, the “Original Form S-4”), which was declared effective by Exchange Securities or the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) the Company and Parent shall jointly prepare and cause to be filed with the SEC an amendment to the Original Joint Proxy Statement/Prospectus (as amended or supplemented from time to time, the “Amended Joint Proxy Statement/Prospectus” and, together with the Original Joint Proxy Statement/Prospectus, the “Joint Proxy Statement/Prospectus”) (x) to be mailed to the stockholders of the Company relating to the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”). Each of Parent and the Company shall use its reasonable best efforts to have the Amended Form S-4 declared effective by the SEC, and to keep the Amended Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. Parent shall furnish to the Company all information relating to Parent as may be reasonably requested by the Company in connection with any such action and the preparation, filing and mailing of the Amended Joint Proxy Statement/Prospectus and the Company shall furnish to Parent all information relating to the Company as may be reasonably requested by Parent in connection with any such action and the preparation and filing of the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4. Subject to applicable Law, as promptly as reasonably practicable after the SEC or its staff advises that it has no further comments on the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4 or that the Company and Parent may commence mailing the Amended Joint Proxy Statement/ProspectusPrivate Exchange Securities, each of the Company Issuers will, for the benefit of ▇.▇. ▇▇▇▇▇▇ Securities Inc. ("JPMS") and Parent shall use its reasonable best efforts to cause the Amended Joint Proxy Statement/Prospectus to be distributed to the stockholders First Union Capital Markets Corp. ("First Union") and for so ---- ----------- long as any of the Company Securities, Exchange Securities or Private Exchange Securities are outstanding and the shareholders of Parent (as applicable). No filing ofJPMS, or amendment or supplement to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, shall be made by the Company or Parent, as applicable, and no response to any comments of the SEC or its staff with respect thereto shall be submitted by the Company or Parent, as applicable, without providing the other party a reasonable opportunity to review and comment thereon and giving due consideration to inclusion in the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or any such response, comments reasonably proposed by either party. Both parties shall notify the other party promptly of the receipt of any comments from the staff of the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (b) None of the information supplied or to be supplied by the Company or Parent for inclusion or incorporation by reference into (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) the Joint Proxy Statement/Prospectus will, at the date of distribution to stockholders of the Company, at the time of the Company Stockholders Meeting to be held in connection with the Merger, at the date of distribution to shareholders of Parent and at the time of the Parent Stockholders Meeting to be held in connection with the Issuance, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; providing, that, in each case of (i) and (ii), neither party shall be responsible or liable for any statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote any information relating to the Company or Parent, First Union or any of their respective Affiliatesaffiliates (as defined in the Securities Act) is required by applicable law to deliver a prospectus in connection with sales of the Securities, directors Exchange Securities or officersPrivate Exchange Securities (the "Undertaking Period"), should be discovered (i) (a) ------------------ periodically amend each Registration Statement covering Securities, Exchange Securities or Private Exchange Securities so that the information contained in such Registration Statement complies with the requirements of Section 10(a) under the Securities Act; (b) amend each such Registration Statement within 90 days following the end of the Company's most recent fiscal year so that the information contained in such Registration Statement complies with the requirements of Section 10(a) under the Securities Act; (c) if requested by JPMS or First Union, within 45 days following the end of the Company's most recent fiscal quarter (except for the fourth fiscal quarter of any fiscal year), file a supplement to the Prospectus included in each such Registration Statement which sets forth the consolidated financial results of the Issuers for the previous quarter; and (d) promptly amend each such Registration Statement or supplement each such Prospectus when reasonably requested by JPMS or First Union or when necessary to reflect pro forma financial information set forth in the most recent Form 8-K filed by the Company or Parent which to reflect any material changes in the information provided therein or to reflect the occurrence of any fact or information becoming known that should be set forth in an amendment to each such Registration Statement or a supplement to the Joint Proxy Statement/each such Prospectus or Form S-4, as applicable, so that each such document would not include Prospectus when delivered to a purchaser will comply with applicable law; provided, however, that (x) prior to fil- -------- ------- ing any misstatement of a material fact amendment to any such Registration Statement or omit any supplement to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleadingsuch Prospectus, the party that discovers Issuers will furnish for a reasonable period of time prior to the proposed filing thereof to each of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, acting as counsel to JPMS and First Union, and JPMS and First Union copies of all such information documents proposed to be filed, which documents will be subject to the review of such counsel and JPMS and First Union, (y) the Issuers will not file any amendment to any such Registration Statement or any supplement to any such Prospectus to which such counsel or JPMS or First Union shall promptly notify reasonably object, and (z) the other party Issuers will provide such counsel and an appropriate JPMS and First Union with such number of copies of each amendment or supplement describing such information filed as JPMS and First Union shall be promptly filed with the SEC and, to the extent required by Law, distributed to the stockholders of the Company reasonably request; and to the shareholders of Parent. (cii) Each of the Company indemnify JPMS 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 beFirst Union, and the rules if applicable contribute to JPMS and regulations of the SEC thereunderFirst Union, except in a manner substantially identical to that no representation or warranty shall be made by either party with respect to statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference specified in the Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunder. (d) Each party will advise the other party promptly after it receives notice thereof, of the time when the Form S-4 becomes effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable Section 7 hereof in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment sales of the Joint Proxy Statement/Prospectus or the Form S-4.Securities by Participants. SIGNATURES

Additional Agreements. Section 6.1 Preparation of the Amendment to Joint Proxy Statement/Prospectus and Post-Effective Amendment to Form S-46.01. Schedule 13E-3. (a) On July 2, 2021, Parent filed with the SEC a registration statement on Form S-4 under the Securities Act (including a preliminary joint proxy statement/prospectus, As soon as amended or supplemented from time to time prior to practicable following the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) the Company Company, THL and Parent shall jointly prepare and cause to be filed with the SEC an amendment to the Original Joint Proxy Statement/Prospectus a Rule 13e-3 transaction statement on Schedule 13E-3 (such Schedule 13E-3, as amended or supplemented from time supplemented, being referred to time, herein as the “Amended Joint Proxy Statement/Prospectus” and, together 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-4Schedule 13E-3”). Each of Parent and the Company shall use its reasonable best efforts to have the Amended Form S-4 declared effective by the SECCompany, and to keep the Amended Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. Parent shall furnish to the Company all information relating to Parent as may be reasonably requested by the Company in connection with any such action and the preparation, filing and mailing of the Amended Joint Proxy Statement/Prospectus and the Company shall furnish to Parent all information relating to the Company as may be reasonably requested by Parent in connection with any such action and the preparation and filing of the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4. Subject to applicable Law, as promptly as reasonably practicable after the SEC or its staff advises that it has no further comments on the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4 or that the Company and Parent may commence mailing the Amended Joint Proxy Statement/Prospectus, each of the Company THL and Parent shall use its reasonable best efforts to cause ensure that the Amended Joint Proxy Statement/Prospectus to be distributed to Schedule 13E-3 will comply in all material respects with the stockholders requirements of the Company Exchange Act and the shareholders rules and regulations promulgated thereunder. Each of the Company, THL and Parent (as applicable). No filing of, or amendment or supplement shall use its reasonable best efforts 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 respond promptly to any comments of the SEC or its staff with respect thereto to the Schedule 13E-3. Each of the Company, THL and Parent shall furnish all information concerning such party to the others as may be submitted by reasonably requested in connection with the preparation, filing and distribution of the Schedule 13E-3 and the resolution of comments from the SEC. The Company or Parentshall promptly, as applicableand in any event within twenty-four (24) hours, without providing the other party a reasonable opportunity to review notify THL and comment thereon and giving due consideration to inclusion in the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or any such response, comments reasonably proposed by either party. Both parties shall notify the other party promptly of Parent upon the receipt of any comments from the SEC or its staff of or any request from the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, and of any request by the its staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC Schedule 13E-3 and shall supply the other party provide THL with copies of all correspondence between such party or any of the Company and its Representativesrepresentatives, on the one hand, and the staff of the SECSEC and its staff, on the other hand, . Prior to filing or mailing 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 THL and Parent a reasonable period of time to review and comment on such document or response and (ii) shall consider in good faith any comments reasonably proposed by THL and Parent. THL and Parent shall provide reasonable assistance and cooperation to the Amended Joint Proxy StatementCompany in the preparation, filing and mailing/Prospectus or distribution of the Amended Form S-4Schedule 13E-3 and the resolution of comments from the SEC. (b) None Each of the Company, THL and Parent agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by the Company Company, THL or Parent Parent, as applicable, expressly for inclusion or incorporation by reference into (i) in the Form S-4 will, at the time the Form S-4 is Schedule 13E-3 or any other documents filed or to be filed with the SEC or at in connection with the Transactions, will, as of the time it becomes effective under such documents (or any amendment thereof or supplement thereto) are mailed to the Securities Actholders of Shares, contain any untrue statement of a material fact fact, or omit to state any a material fact required to be stated therein made therein, or necessary in order to make the statements thereinmade, in the light of the circumstances under which they were made, not misleading, and (ii) the Joint Proxy Statement/Prospectus will, at the date of distribution to stockholders . Each of the Company, at THL and Parent further agrees that all documents that such party is responsible for filing with the time of the Company Stockholders Meeting to be held SEC in connection with the Merger, at Merger will comply as to form and substance in all material respects with the date of distribution to shareholders of Parent and at the time applicable requirements of the Parent Stockholders Meeting to be held 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 connection with the Issuance, such document will not contain any untrue statement of a material fact fact, or omit to state any a material fact required to be stated therein made therein, or necessary in order to make the statements thereinmade, 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 Requisite Company Stockholder Vote Effective Time, any event or the Requisite Parent Stockholder Vote any information circumstance relating to the Company Company, THL or Parent, or any of their respective Affiliates, directors officers or officersdirectors, should be discovered by the Company or Parent which that should be set forth in an amendment or a supplement to the Joint Proxy Statement/Prospectus or Form S-4, as applicable, Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state any a material fact required to be made therein, or necessary in order to make the statements thereinmade, in the light of the circumstances under which they are were made, not misleading, the party that discovers discovering such information event or circumstance shall promptly notify inform the other party parties and an appropriate amendment or supplement describing such information event or circumstance shall be promptly filed with the SEC and, and disseminated to the shareholders of the Company to the extent required by Law; provided that prior to such filing, distributed to the stockholders of the Company and to the shareholders of Parent. (c) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities ActTHL, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall be made by either party consult with each other with respect to statements made such amendment or incorporated by reference therein based on information supplied by supplement and shall afford the other party for inclusion or incorporation by reference and their Representatives a reasonable opportunity to comment thereon. (c) As soon as practicable after the SEC staff confirms that it has no further comments on the Schedule 13E-3 but in the Joint Proxy Statement/Prospectus or Form S-4. Parent and any event no later than five (5) Business Days after such confirmation, the Company shall make any other necessary filings with respect (i) establish a record date for determining shareholders of the Company to whom the Schedule 13E-3 will be mailed/distributed (the “Record Date”) and shall not change such Record Date unless required to do so by applicable Law; (ii) mail/distribute or cause to be mailed/distributed the Schedule 13E-3 to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunder. (d) Each party will advise the other party promptly after it receives notice thereofholders of Shares, including Shares represented by ADSs, as of the time when Record Date; and (iii) instruct the Form S-4 becomes effective, Depositary to (A) fix the issuance Record Date as the record date for determining the holders of any stop order, ADSs to whom the suspension Schedule 13E-3 will be mailed/distributed and (B) provide the Schedule 13E-3 to all such holders of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4ADSs.

Additional Agreements. Section 6.1 Preparation (i) The Board has received notice from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ that he is resigning from the Board effective on or about June 30, 2021, and in any event, no later than July 24, 2021. The Engaged Group acknowledges and agrees that (A) in connection therewith, ▇▇. ▇▇▇▇▇▇▇▇▇▇▇’▇ compensation arrangements will be modified as set forth on Exhibit B (the “Severance Terms”) and (B) the Severance Terms are reasonable in light of the Amendment circumstances and the Engaged Group does not and will not at any future date object to Joint Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4or criticize ▇▇. ▇▇▇▇▇▇▇▇▇▇▇’▇ compensation arrangements. (aii) On July 2, 2021, Parent filed with The Board and all applicable committees of the SEC a registration statement on Form S-4 under Board shall take all necessary actions to seek the Securities Act (including a preliminary joint proxy statement/prospectus, as amended or supplemented from time to time prior to approval of the date hereof, Company’s stockholders at the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance 2021 Annual Meeting of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) the Company and Parent shall jointly prepare and cause to be filed with the SEC an amendment to the Original Joint Proxy Statement/Prospectus Company’s Amended and Restated Certificate of Incorporation (as amended or supplemented from time to time, the “Charter”) and the Board shall take all necessary actions to amend the Company’s Amended Joint Proxy Statement/Prospectus” and, together 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 Original Joint Proxy Statement/ProspectusCharter, Bylaws, and the “Joint Proxy Statement/Prospectus”) (x) to General Corporation Law of the State of Delaware, then the Company’s Class I directors will be mailed to elected at the 2021 Annual Meeting with terms of office expiring at the 2022 annual meeting of 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 “2022 Annual Meeting”)). The Board shall recommend in favor of, and (ii) Parent shall prepare, together with the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”). Each of Parent and the Company shall use its reasonable best efforts to solicit stockholder approval of, the Declassification Proposal at the 2021 Annual Meeting, and all directors and executive officers of the Company agree to vote all Voting Securities (as defined below) Beneficially Owned by them and over which they have voting control in favor of the Amended Form S-4 declared effective 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 length of any such adjournment to be determined by the SECCompany 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 2021 Annual Meeting at least 66 and 2/3% of the 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 (B) that it shall be responsible for any breach of this Agreement by any such Affiliate. A breach of this Agreement by an Affiliate of any member of the Engaged Group, and if such Affiliate is not a party hereto, shall be deemed to keep occur if such Affiliate engages in conduct that would constitute a breach of this Agreement if such Affiliate was a party hereto to the Amended Form S-4 effective same extent as long as is necessary the Engaged Group. (v) Prior to consummate the Merger and date of his appointment (or her, if applicable, in the other transactions contemplated hereby. Parent shall furnish case of a Replacement Director), the New Director has submitted to the Company all information relating to Parent as may be reasonably requested 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 any such action and the preparation, filing and mailing appointment or election of the Amended Joint Proxy Statement/Prospectus and the Company shall furnish to Parent all information relating to the Company as may be reasonably requested by Parent in connection with any such action and the preparation and filing of the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4. Subject to applicable Law, as promptly as reasonably practicable after the SEC or its staff advises that it has no further comments on the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4 or that the Company and Parent may commence mailing the Amended Joint Proxy Statement/Prospectus, each of the Company and Parent shall use its reasonable best efforts to cause the Amended Joint Proxy Statement/Prospectus to be distributed to the stockholders of the Company and the shareholders of Parent (as applicable). No filing of, or amendment or supplement to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, shall be made by the Company or Parent, as applicable, and no response to any comments of the SEC or its staff with respect thereto shall be submitted by the Company or Parent, as applicable, without providing the other party a reasonable opportunity to review and comment thereon and giving due consideration to inclusion in the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or any such response, comments reasonably proposed by either party. Both parties shall notify the other party promptly of the receipt of any comments from the staff of the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4new Board members. (bvi) None 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 information supplied or to be supplied by the Company or Parent for inclusion or incorporation by reference into (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) the Joint Proxy Statement/Prospectus will, at the date of distribution to stockholders of the Company, or take any action by written consent of the 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 time 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 Engaged Group shall be permitted to vote in accordance with ISS’s or Glass ▇▇▇▇▇’▇ recommendation; provided, further, that the Engaged Group shall be permitted to vote in its sole discretion with respect to any publicly announced proposals relating to an Extraordinary Transaction. (vii) During the Cooperation Period, (A) upon written request from the Company, the Engaged Group will promptly provide the Company with information regarding the amount of the securities of the Company Stockholders Meeting to be held in connection with then Beneficially Owned by the Merger, at Engaged Group and the date of distribution to shareholders of Parent and at the time maximum amount of the Parent Stockholders Meeting securities of the Company Beneficially Owned by the Engaged Group at any time during the Cooperation Period (the “Maximum Ownership Amount”) and (B) the Engaged Group will promptly notify the Company if its Beneficial Ownership falls below the Ownership Minimum. Such information provided to the Company will be held in connection with the Issuance, contain any untrue statement of material fact or omit to state any material fact kept strictly confidential unless required to be stated therein or necessary in order disclosed pursuant to make law, legal process, subpoena, the statements therein, in light rules of the circumstances under which they were made, not misleading; providing, that, in each case of (i) and (ii), neither party shall be responsible or liable for any statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote any information relating to the Company or Parent, stock exchange or any of their respective Affiliates, directors Legal Requirement (as defined below) or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus or Form S-4, as applicable, so that such document would not include any misstatement part of a material fact or omit response to state a request for information from any material fact necessary to make governmental authority with jurisdiction over the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, distributed to the stockholders of the Company and to the shareholders of ParentCompany. (cviii) Each During the Cooperation Period, the Board and all applicable committees of the Company and Parent Board shall cause not increase the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements size of the Exchange Act and Securities Act, as Board to more than eleven (11) directors without the case may be, and the rules and regulations prior written consent of the SEC thereunder, except that no representation or warranty shall be made by either party with respect to statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunderEngaged Group. (dix) Each party During the Cooperation Period, representatives from the Engaged Group will advise be afforded the other party promptly after it receives notice thereof, of opportunity to meet with or otherwise discuss matters regarding 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 Company with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4Company’s Lead Director at a mutually agreeable time once per fiscal quarter.

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

Additional Agreements. Section 6.1 Preparation of Subject to the Amendment to Joint Proxy Statement/Prospectus terms and Post-Effective Amendment to Form S-4. (a) On July 2conditions herein provided, 2021, Parent filed with the SEC a registration statement on Form S-4 under the Securities Act (including a preliminary joint proxy statement/prospectus, as amended or supplemented from time to time prior to the date hereofClosing each of the parties hereto agrees to negotiate in good faith enter into and any and all agreements, notes, leases, * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the “Original Joint Proxy Statement/Prospectus”) with respect information subject to the issuance confidentiality request. Omissions are designated as *. A complete version of Parent Common Stock in this exhibit has been filed separately with the Merger (such registration statementSecurities and Exchange Commission. resolutions, assignments, consents and other agreements called for hereunder, and any amendments to use their best efforts to take, or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) the Company and Parent shall jointly prepare and cause to be filed with the SEC an amendment taken, all action and to the Original Joint Proxy Statement/Prospectus (as amended do, or supplemented from time to time, the “Amended Joint Proxy Statement/Prospectus” and, together with the Original Joint Proxy Statement/Prospectus, the “Joint Proxy Statement/Prospectus”) (x) cause to be mailed to the stockholders of the Company relating to the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meetingdone, and (ii) Parent shall prepareall things necessary, together with the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments proper or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”). Each of Parent and the Company shall use its reasonable best efforts to have the Amended Form S-4 declared effective by the SEC, and to keep the Amended Form S-4 effective as long as is necessary advisable to consummate the Merger and the other transactions contemplated hereby. Parent shall furnish to the Company all information relating to Parent as may be reasonably requested by the Company in connection with any such action and the preparation, filing and mailing of the Amended Joint Proxy Statement/Prospectus and the Company shall furnish to Parent all information relating to the Company as may be reasonably requested by Parent in connection with any such action and the preparation and filing of the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4. Subject to applicable Law, make effective as promptly as reasonably practicable after the SEC or its staff advises that it has no further comments on the Amended Joint Proxy Statement/Prospectus transactions contemplated by this Agreement and the Amended Form S-4 or that the Company and Parent may commence mailing the Amended Joint Proxy Statement/Prospectus, to cooperate with each of the Company and Parent shall use its reasonable best efforts to cause the Amended Joint Proxy Statement/Prospectus to be distributed to the stockholders of the Company and the shareholders of Parent (as applicable). No filing of, or amendment or supplement to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, shall be made by the Company or Parent, as applicable, and no response to any comments of the SEC or its staff with respect thereto shall be submitted by the Company or Parent, as applicable, without providing the other party a reasonable opportunity to review and comment thereon and giving due consideration to inclusion in the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or any such response, comments reasonably proposed by either party. Both parties shall notify the other party promptly of the receipt of any comments from the staff of the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (b) None of the information supplied or to be supplied by the Company or Parent for inclusion or incorporation by reference into (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) the Joint Proxy Statement/Prospectus will, at the date of distribution to stockholders of the Company, at the time of the Company Stockholders Meeting to be held in connection with the Merger, at foregoing. * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the date information subject to the confidentiality request. Omissions are designated as *. A complete version of distribution to shareholders of Parent and at the time of the Parent Stockholders Meeting to be held in connection this exhibit has been filed separately with the IssuanceSecurities and Exchange Commission. By: /s/ R▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ R▇▇▇ ▇▇▇▇▇▇▇▇ Dated: October 10, contain any untrue statement 2007 Dated: October 10, 2007 By: /s/ K▇▇▇▇ ▇▇▇▇▇ By: /s/ K▇▇▇▇ ▇▇▇▇▇ Dated: October 10, 2007 Dated: October 10, 2007 * Confidential treatment has been requested for portions of material fact or omit to state any material fact required to be stated therein or necessary in order to make this exhibit. The copy filed herewith omits the statements therein, in light of the circumstances under which they were made, not misleading; providing, that, in each case of (i) and (ii), neither party shall be responsible or liable for any statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote any information relating subject to the Company or Parent, or any confidentiality request. Omissions are designated as *. A complete version of their respective Affiliates, directors or officers, should be discovered by this exhibit has been filed separately with the Company or Parent which should be set forth in an amendment or supplement Securities and Exchange Commission. * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the Joint Proxy Statement/Prospectus or Form S-4, confidentiality request. Omissions are designated as applicable, so that such document would not include any misstatement *. A complete version of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly this exhibit has been filed separately with the SEC and, Securities and Exchange Commission. * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the extent required by Law, distributed confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the stockholders confidentiality request. Omissions are designated as *. A complete version of the Company and to the shareholders of Parent. (c) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects this exhibit has been filed separately with the requirements of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall be made by either party with respect to statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunderCommission. (d) Each party will advise the other party promptly after it receives notice thereof, of the time when the Form S-4 becomes effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4.

Additional Agreements. Section 6.1 Preparation of the Amendment to Joint Proxy Statement/Prospectus and Post-Effective Amendment to Form S-45.1 SHAREHOLDERS' MEETING; PREPARATION OF DISCLOSURE DOCUMENTS. (a) On July 2Except as otherwise provided in Section 5.4, 2021, Parent filed with the SEC a registration statement on Form S-4 under the Securities Act (including a preliminary joint proxy statement/prospectusCompany shall, as amended or supplemented from time to time prior to soon as practicable following the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, 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 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. (b) As soon as practicable following the date of this Agreement, the Company and Acquirer shall jointly prepare, and the Company shall file with the SEC, the Proxy Statement and the Schedule 13E-3. Acquirer will cooperate with the Company in connection with the preparation and filing with the SEC of the Proxy Statement and the Schedule 13E-3, including, but not limited to, furnishing the Company upon request with any and all information regarding Acquirer or its Affiliates, the plans of such Persons for the Surviving Company after the Effective Time and all other matters and information as may be required to be set forth therein under the Exchange Act or the rules and regulations promulgated thereunder. The Company shall use its reasonable good faith efforts (i) to respond to the Company and Parent shall jointly prepare and cause to be filed with comments of the SEC an amendment concerning the Proxy Statement or the Schedule 13E-3 as promptly as practicable, and (ii) to cause the Original Joint final Proxy Statement/Prospectus (as amended or supplemented from time to time, the “Amended Joint Proxy Statement/Prospectus” and, together with the Original Joint Proxy Statement/Prospectus, the “Joint Proxy Statement/Prospectus”) (x) Statement to be mailed to the stockholders of Company's shareholders not later than 10 business days after clearance from the SEC. The Company relating to shall pay the Company Stockholders Meeting and (y) to be mailed to filing fees for the shareholders of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”). Each of Parent Proxy Statement and the Company shall use its reasonable best efforts to have the Amended Form S-4 declared effective by the SEC, and to keep the Amended Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated herebySchedule 13E-3. Parent shall furnish to the Company all information relating to Parent as may be reasonably requested by the Company in connection with any such action and the preparation, filing and mailing of the Amended Joint Proxy Statement/Prospectus and the Company shall furnish to Parent all information relating to the Company as may be reasonably requested by Parent in connection with any such action and the preparation and filing of the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4. Subject to applicable Law, as promptly as reasonably practicable after the SEC or its staff advises that it has no further comments on the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4 or that the Company and Parent may commence mailing the Amended Joint Proxy Statement/Prospectus, each of the Company and Parent shall use its reasonable best efforts to cause the Amended Joint Proxy Statement/Prospectus to be distributed to the stockholders of the Company and the shareholders of Parent (as applicable). No filing of, or amendment or supplement to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, Acquirer shall be made by the Company or Parent, as applicable, and no response to any comments of the SEC or its staff with respect thereto shall be submitted by the Company or Parent, as applicable, without providing the other party given a reasonable opportunity to review and comment thereon upon all filings with the SEC and giving due consideration all mailings to inclusion the Company's shareholders in connection with the Merger prior to the filing or mailing thereof. The Company and Acquirer each agree to correct any information provided by such party for use in the Amended Joint Proxy Statement/Prospectus Statement or Amended Form S-4the Schedule 13E-3 which becomes false or misleading. The Company shall cause the fairness opinion of Duff & Phelps, LLC referred to in Section 3.10) to be included as applicable, or any such response, comments reasonably proposed by either party. Both parties an exhibi▇ ▇▇ ▇he Proxy Statement and the Schedule 13E-3. (c) Each party shall notify the other party promptly of (i) the receipt of any notices, comments or other communications from the staff of the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicableany other Governmental Entity, and of (ii) any request requests by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus Statement or Amended Form S-4, as applicable, the Schedule 13E-3 or for additional information. The Company or Parent, as applicable, shall respond and will promptly to any comments or requests from the staff of the SEC and shall supply provide the other party with copies of all correspondence between such party parry or any of its Representatives, representatives on the one hand, hand and the SEC or members of its staff of the SEC, on the other hand, hand with respect to the Amended Joint Proxy Statement/Prospectus Statement or the Amended Form S-4Schedule 13E-3. (bd) None of the information supplied or to be supplied by the Company or Parent for inclusion or incorporation by reference into (i) the Form S-4 willIf, at the time the Form S-4 is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) the Joint Proxy Statement/Prospectus will, at the date of distribution to stockholders of the Company, at the time of the Company Stockholders Meeting to be held in connection with the Merger, at the date of distribution to shareholders of Parent and at the time of the Parent Stockholders Meeting to be held in connection with the Issuance, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; providing, that, in each case of (i) and (ii), neither party shall be responsible or liable for any statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote Shareholders' Meeting, any information event should occur relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent 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 Joint Proxy Statement/Prospectus Shareholders' Meeting, any event should occur relating to Acquirer or Form S-4relating to the plans of Acquirer for the Surviving Company after the Effective Time, as applicablewhich should be set forth in an amendment of, so that such document would not include any misstatement of or a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleadingsupplement to, the party that discovers Proxy Statement or the Schedule 13E-3, Acquirer will promptly inform the Company. In any such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC andcase, to the extent required by Law, distributed to the stockholders of the Company and to the shareholders of Parent. (c) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities Actor Acquirer, as the case may be, and with the rules and regulations cooperation of the SEC thereunderother party, except that no representation shall, upon learning of such event, promptly prepare, file and, if required, mail such amendment or warranty supplement to the Company's shareholders; provided that, prior to such filing or mailing, the parties shall be made by either party approve (which approval, with respect to statements made either party, shall not be unreasonably withheld or incorporated by reference therein based on information supplied by delayed) the other party for inclusion form and content of such amendment or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereundersupplement. (d) Each party will advise the other party promptly after it receives notice thereof, of the time when the Form S-4 becomes effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4.

Additional Agreements. Section 6.1 Preparation of the Amendment to Joint Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4SECTION 5.01. PREPARATION OF THE PROXY STATEMENT; TARGET STOCKHOLDERS MEETING. (a) On July 2, 2021, Target and Parent filed with the SEC a registration statement on Form S-4 under the Securities Act (including a preliminary joint proxy statement/prospectusshall, as amended or supplemented from time to time prior to the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after following the execution and delivery of this Agreement, (i) the Company and Parent shall jointly prepare and cause to be filed with the SEC an amendment to the Original Joint Proxy Statement/Prospectus (as amended or supplemented from time to time, the “Amended Joint Proxy Statement/Prospectus” and, together with the Original Joint Proxy Statement/Prospectus, the “Joint Proxy Statement/Prospectus”) (x) to be mailed to the stockholders expiration of the Company relating to the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders MeetingOffer, and (ii) Parent shall prepare, together with the Company, prepare and file with the SEC a post-effective amendment the Proxy Statement and Target shall use all reasonable efforts to respond as promptly as practicable to any comments of the Original Form S-4 (such amendment, SEC with respect thereto and to cause the Proxy Statement to be mailed to Target's stockholders as promptly as practicable following the expiration of the Offer. Target shall promptly notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between Target and its representatives, on the one hand, and the SEC and its staff, on the other hand. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the “Amended Form S-4” andTarget (i) shall provide Parent an opportunity to review and comment on such document or response, together with the Original Form S-4, the “Form S-4”). Each of (ii) shall include in such document or response all comments reasonably proposed by Parent and (iii) shall not file or mail such document or respond to the Company SEC prior to receiving Parent's approval, which approval shall use not be unreasonably withheld or delayed. (b) Target shall, as soon as practicable, establish a record date (which will be as soon as practicable following the expiration of the Offer) for, duly call, give notice of, convene and hold a meeting of its reasonable best efforts stockholders (the "Target Stockholders Meeting") solely for the purpose of obtaining the Target Stockholder Approval. Subject to have Section 4.02(b)(i), Target shall, through its Board of Directors, recommend to its stockholders the Amended Form S-4 declared effective by the SECapproval and adoption of this Agreement, 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 Without limiting the generality of the foregoing, Target agrees that its obligations pursuant to the Company all information relating to Parent as may first sentence of this Section 5.01(b) shall not be reasonably requested affected by the Company in connection with any such action and the preparation, filing and mailing of the Amended Joint Proxy Statement/Prospectus and the Company shall furnish to Parent all information relating to the Company as may be reasonably requested by Parent in connection with any such action and the preparation and filing of the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4. Subject to applicable Law, as promptly as reasonably practicable after the SEC or its staff advises that it has no further comments on the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4 or that the Company and Parent may commence mailing the Amended Joint Proxy Statement/Prospectus, each of the Company and Parent shall use its reasonable best efforts to cause the Amended Joint Proxy Statement/Prospectus to be distributed to the stockholders of the Company and the shareholders of Parent (as applicable). No filing of, or amendment or supplement to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, shall be made by the Company or Parent, as applicable, and no response to any comments of the SEC or its staff with respect thereto shall be submitted by the Company or Parent, as applicable, without providing the other party a reasonable opportunity to review and comment thereon and giving due consideration to inclusion in the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or any such response, comments reasonably proposed by either party. Both parties shall notify the other party promptly of the receipt of any comments from the staff of the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (b) None of the information supplied or to be supplied by the Company or Parent for inclusion or incorporation by reference into (i) the Form S-4 willcommencement, at the time the Form S-4 is filed with the SEC public proposal, public disclosure or at the time it becomes effective under the Securities Act, contain communication to Target of any untrue statement of material fact Takeover Proposal or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) the Joint Proxy Statement/Prospectus will, at withdrawal or modification by the date Board of distribution to stockholders Directors of Target or any committee thereof of such Board of Directors' or such committee's approval or recommendation of the Company, at the time of the Company Stockholders Meeting to be held in connection with the Merger, at the date of distribution to shareholders of Parent and at the time of the Parent Stockholders Meeting to be held in connection with the Issuance, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; providing, that, in each case of (i) and (ii), neither party shall be responsible or liable for any statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus or Form S-4, as applicable, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleadingOffer, the party that discovers such information shall promptly notify the other party and an appropriate amendment Merger or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, distributed to the stockholders of the Company and to the shareholders of Parentthis Agreement. (c) Each of the Company and Parent shall cause all shares of Target Common Stock purchased pursuant to the Joint Proxy Statement/Prospectus Offer and the Form S-4 all other shares of Target Common Stock owned by Parent or any subsidiary of Parent to comply as to form be voted in all material respects with the requirements favor of the Exchange Act and Securities Act, as the case may be, and the rules and regulations approval of the SEC thereunder, except that no representation or warranty shall be made by either party with respect to statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunderthis Agreement. (d) Each party will advise the other party promptly after it receives notice thereof, of the time when the Form S-4 becomes effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4.

Additional Agreements. Section 6.1 Preparation of the Amendment to Joint Proxy StatementSECTION 6.01. PREPARATION OF FORM F-4 AND PROXY STATEMENT/Prospectus and Post-Effective Amendment to Form S-4PROSPECTUS OR INFORMATION STATEMENT/PROSPECTUS; STOCKHOLDERS MEETING/WRITTEN CONSENT. (a) On July 2If required by Law in order to consummate the Merger, 2021as soon as practicable following the expiration of the Offer, Parent filed and the Company shall prepare and file with the SEC a registration statement on Form S-4 under the Securities Act (including a preliminary joint proxy statement/prospectus, as amended or supplemented from time to time prior to the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) 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 shall jointly prepare and cause to be filed with the SEC an amendment relating to the Original Joint Proxy Statement/Prospectus Company Stockholders Meeting (as amended or supplemented from time to time, the “Amended Joint Proxy Statement/Prospectus” and, together with "PROXY STATEMENT") or an information statement prepared by the Original Joint Proxy Statement/ProspectusCompany and Parent pursuant to Rule 14c-2 under the Exchange Act (as amended or supplemented from time to time, the “Joint Proxy Statement/Prospectus”"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") (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 CompanyMerger Sub, and file a Rule 13e-3 Transaction Statement on Schedule 13E-3 with the SEC a post-effective amendment respect to the Original Form S-4 Merger (such amendment, and any amendments as supplemented or supplements theretoamended, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”"SCHEDULE 13E-3"). Each of Parent and the Company and Parent shall use its reasonable best efforts to have the Amended Form S-4 declared effective by the SEC, and to keep the Amended Form S-4 effective as long as is necessary to consummate the Merger and notify the other transactions contemplated hereby. Parent (and each shall furnish to also notify the Company all information relating to Parent as may be reasonably requested by the Company in connection with any such action Special Committee and the preparation, filing and mailing its counsel) promptly 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 receipt of 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 comments from the SEC or its staff advises that and of any request by the SEC or its staff for amendments or supplements to the Post-Effective Amendment, the Proxy Statement, the Information Statement or the Schedule 13E-3 or for additional information and shall supply the other with copies of all correspondence between it has no further comments or any of its representatives, on the Amended Joint one hand, and the SEC or its staff, on the other hand, with respect to the Post-Effective Amendment, the Proxy Statement/Prospectus and , the Amended Form S-4 Information Statement or that the Company and Parent may commence mailing the Amended Joint Proxy Statement/Prospectus, each Schedule 13E-3. Each of the Company and Parent shall use its reasonable best efforts to cause the Amended Joint Proxy Statement/Prospectus respond as promptly as practicable to be distributed to the stockholders any comments of the Company and the shareholders of Parent (as applicable)SEC with respect thereto. No filing of, or amendment or supplement to, or correspondence to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, shall be made by the Company or Parent, as applicable, and no response to any comments of the SEC or its staff with respect thereto shall to, the Post-Effective Amendment, the Proxy Statement, the Information Statement or the Schedule 13E-3 will be submitted made by the Company or Parent, as applicableeither party, without providing the other party a reasonable opportunity to review and comment thereon thereon. Each of the Company and giving due consideration Parent shall use its reasonable best efforts to inclusion in have the Amended Joint Post-Effective Amendment declared effective under the Securities Act as promptly as practicable after its filing. The Company will use its reasonable best efforts to cause the Proxy Statement or Information Statement/Prospectus or Amended Form S-4, as applicable, or any such response, comments reasonably proposed by either party. Both parties shall notify the other party promptly to be mailed to holders of the receipt of any comments from Company's capital stock as promptly as practicable after the staff of the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (b) None of the information supplied or to be supplied by the Company or Parent for inclusion or incorporation by reference into (i) the Form S-4 will, at the time the Form S-4 Post-Effective Amendment is filed with the SEC or at the time it becomes declared effective under the Securities Act, contain . Parent shall also take any untrue statement 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 material fact or omit to state any material fact process) required to be stated therein or necessary to make the statements therein, in light of the circumstances taken under which they were made, not misleading, and (ii) the Joint Proxy Statement/Prospectus will, at the date of distribution to stockholders of the Company, at the time of the Company Stockholders Meeting to be held any applicable state securities laws in connection with the issuance of Parent ADSs pursuant to the Offer and the Merger, at and the date of distribution to shareholders of Parent Company shall furnish all information concerning the Company and at the time of the Parent Stockholders Meeting to its stockholders as may be held reasonably requested in connection with any such action and the Issuancepreparation, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light filing and/or distribution of the circumstances under which they were madeProxy Statement, not misleading; providing, that, in each case of (i) the Information Statement 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 thereinSchedule 13E-3. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote Effective Time any information relating to the Company or Parent, or any of their respective Affiliatesaffiliates, directors officers or officersdirectors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to any of the Joint Post-Effective Amendment, the Proxy Statement/Prospectus , the Information Statement or Form S-4, as applicablethe Schedule 13E-3, so that any of such document documents would not include any a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are were made, not misleading, the party that which discovers such information shall promptly notify the other party parties hereto, and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, distributed disseminated by the Company to the stockholders holders of the Company and to the shareholders of ParentCompany's capital stock. (cb) Each 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 either duly call, give notice of, convene and hold a meeting of holders of the Company's capital stock (the "COMPANY STOCKHOLDERS MEETING") or follow all required procedures in soliciting consents from holders of Company and Parent shall cause Common Stock, for the Joint purpose of seeking the Company Stockholder Approval, as applicable. In such event, the Proxy Statement or the Information 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 shall include a description of the SEC thereunderrecommendations referred to in Section 3.03(b), except 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 no representation the Company Board or warranty the Special Committee may determine not to make such recommendations or such recommendations may be withdrawn or modified to the extent that the Special Committee determines in good faith, after consultation with outside legal counsel, that such recommendations would be inconsistent with its fiduciary duties to stockholders of the Company 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 made affected by the withdrawal or modification by either party with respect to statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make Board or the Special Committee of its approval or recommendation of this Agreement, the Offer or the Merger. (c) Notwithstanding the foregoing, if Parent, Merger Sub or any other subsidiary of Parent (other than the Company or any of its subsidiaries) shall acquire at least 90% of the outstanding shares of 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 filings with respect and appropriate action to cause the Merger under to become effective as soon as practicable after the Securities Act and Exchange Act and expiration of the rules and regulations thereunderOffer without a stockholders meeting or written consent in accordance with Section 253 of the DGCL (a "SHORT-FORM MERGER"). (d) Each party will advise Parent shall cause Merger Sub to vote any shares of Company Common Stock owned by it and not held in the other party promptly after it receives notice thereof, Voting Trust in favor of the time when the Form S-4 becomes effectiveadoption of this Agreement, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4if applicable.

Additional Agreements. Section 6.1 Preparation The Parties hereby agree that as expeditiously as possible following the execution of the Amendment to Joint Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4. (a) On July 2, 2021, Parent filed with the SEC a registration statement on Form S-4 under the Securities Act (including a preliminary joint proxy statement/prospectus, as amended or supplemented from time to time prior to the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statementthis Amendment, and in any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable event within one (1) business day after the execution and delivery of this AgreementAmendment, (i) the Company and Parent shall jointly prepare use Reasonable Best Efforts to secure and cause to be filed with the SEC an amendment Company consents from Company Stockholders necessary to secure the Requisite Stockholder Approval of the Agreement and the Merger, as amended by this Amendment (the “Supplemental Stockholder Approval”), which consents shall be in a form that is reasonably acceptable to the Original Joint Proxy Statement/Prospectus (Buyer. From and after the effectiveness of this Amendment all references in the Merger Agreement to the Requisite Stockholder approval shall mean adoption of the Merger Agreement, as amended or supplemented from time to timeby the Amendment. In addition, within one (1) business day after the execution of this Amendment, the “Amended Joint Proxy Company shall mail an addendum to the Disclosure Statement/Prospectus” and, together with in a form reasonably acceptable to the Original Joint Proxy Statement/ProspectusBuyer, to the “Joint Proxy Statement/Prospectus”Company Stockholders. Such addendum shall include (i) a summary describing the amendments to the Merger Agreement set forth in this Amendment, (xii) a statement that appraisal rights are available for the Company Shares pursuant to be mailed Section 262 of the DGCL and a copy of such Section 262, and (iii) a written notice, pursuant to Sections 228 and 262(d) of the DGCL, to all stockholders of the Company that did not execute the written consent set forth above informing them that the Merger Agreement, this Amendment, and the Merger were adopted and approved by the stockholders of the Company relating to the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”). Each of Parent and the Company shall use its reasonable best efforts to have the Amended Form S-4 declared effective by the SEC, and to keep the Amended Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. Parent shall furnish to the Company all information relating to Parent as may be reasonably requested by the Company in connection with any such action and the preparation, filing and mailing of the Amended Joint Proxy Statement/Prospectus and the Company shall furnish to Parent all information relating to the Company as may be reasonably requested by Parent in connection with any such action and the preparation and filing of the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4. Subject to applicable Law, as promptly as reasonably practicable after the SEC or its staff advises that it has no further comments on the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4 or that the Company and Parent may commence mailing the Amended Joint Proxy Statement/Prospectus, each of the Company and Parent shall use its reasonable best efforts to cause the Amended Joint Proxy Statement/Prospectus to be distributed to the stockholders of the Company and the shareholders of Parent (as applicable). No filing of, or amendment or supplement to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, shall be made by the Company or Parent, as applicable, and no response to any comments of the SEC or its staff with respect thereto shall be submitted by the Company or Parent, as applicable, without providing the other party a reasonable opportunity to review and comment thereon and giving due consideration to inclusion in the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or any such response, comments reasonably proposed by either party. Both parties shall notify the other party promptly of the receipt of any comments from the staff of the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (b) None of the information supplied or to be supplied by the Company or Parent for inclusion or incorporation by reference into (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) the Joint Proxy Statement/Prospectus will, at the date of distribution to stockholders of the Company, at the time of the Company Stockholders Meeting to be held in connection with the Merger, at the date of distribution to shareholders of Parent and at the time of the Parent Stockholders Meeting to be held in connection with the Issuance, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; providing, that, in each case of (i) and (ii), neither party shall be responsible or liable for any statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus or Form S-4, as applicable, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, distributed to the stockholders of the Company and to the shareholders of Parent. (c) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall be made by either party with respect to statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunder. (d) Each party will advise the other party promptly after it receives notice thereof, of the time when the Form S-4 becomes effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4.

Additional Agreements. Section 6.1 Preparation of the Amendment to Joint 9.1 Proxy Statement/Prospectus Statement and Post-Effective Amendment to Form S-4Schedule 13E-3; Shareholder Approval. (a) On July 2, 2021, Parent filed with the SEC a registration statement on Form S-4 under the Securities Act (including a preliminary joint proxy statement/prospectus, as amended or supplemented from time to time prior to the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) the Company and Parent Purchaser shall jointly cooperate and promptly prepare and cause to be filed with the SEC an amendment to the Original Joint Proxy Statement/Prospectus (as amended or supplemented from time to time, the “Amended Joint Proxy Statement/Prospectus” and, together with the Original Joint Proxy Statement/Prospectus, the “Joint Proxy Statement/Prospectus”) (x) to be mailed to the stockholders of the Company relating to the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”). Each of Parent and the Company shall use its reasonable best efforts to have the Amended Form S-4 declared effective by the SEC, and to keep the Amended Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. Parent shall furnish to the Company all information relating to Parent as may be reasonably requested by the Company in connection with any such action and the preparation, filing and mailing of the Amended Joint Proxy Statement/Prospectus and the Company shall furnish to Parent all information proxy statement relating to the Company as may be reasonably requested by Parent in connection with any such action and the preparation and filing of the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4. Subject to applicable Law, as promptly as reasonably practicable after the SEC or its staff advises that it has no further comments on the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4 or that the Company and Parent may commence mailing the Amended Joint Proxy Statement/Prospectus, each of the Company and Parent shall use its reasonable best efforts to cause the Amended Joint Proxy Statement/Prospectus to be distributed to the stockholders of the Company and the shareholders of Parent (as applicable). No filing of, or amendment or supplement to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, shall be made by the Company or Parent, as applicable, and no response to any comments of the SEC or its staff with respect thereto shall be submitted by the Company or Parent, as applicable, without providing the other party a reasonable opportunity to review and comment thereon and giving due consideration to inclusion in the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or any such response, comments reasonably proposed by either party. Both parties shall notify the other party promptly of the receipt of any comments from the staff of the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (b) None of the information supplied or to be supplied by the Company or Parent for inclusion or incorporation by reference into (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) the Joint Proxy Statement/Prospectus will, at the date of distribution to stockholders meeting of the Company, at the time of the Company Stockholders Meeting 's shareholders to be held in connection with the Merger (together with any amendments thereof or supplements thereto, the "Proxy Statement"), a joint Rule 13e-3 Transaction Statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the "Schedule 13E-3") with respect to the Merger, at . The respective parties shall cause the date of distribution Proxy Statement and the Schedule 13E-3 to shareholders of Parent and at comply as to form in all material respects with the time applicable provisions of the Parent Stockholders Meeting Exchange Act, including Regulation 14A and Rule 13e-3. The respective Parties, after consultation with the other, will use all reasonable efforts to respond to any comments made by the SEC with respect to the Proxy Statement and the Schedule 13E-3. Each of the Purchaser and the Company shall furnish to each other all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Proxy Statement and the Schedule 13E-3. (b) No amendment or supplement to the Proxy Statement, the Schedule 13E-3 or any other SEC Document will be held made by the Company without the reasonable approval of Purchaser. The Company will advise Purchaser, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or any other SEC Document or comments thereon and responses thereto or requests by the SEC for additional information. (c) Each of the Parties agrees to use its reasonable efforts to cooperate and to provide each other with such information as any of such parties may reasonably request in connection with the Issuance, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light preparation of the circumstances under which they were madeProxy Statement and the Schedule 13E-3. Each Party agrees promptly to supplement, not update and correct any information provided by it for use in the Proxy Statement and the Schedule 13E-3 to the extent that it is or shall have become incomplete, false or misleading; providing, that, in each case of (i) and (ii), neither party shall be responsible or liable for any statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote Effective Time, any event or the Requisite Parent Stockholder Vote any information circumstance relating to the Company Purchaser or Parent, or any of their respective Affiliates, directors or officersits officers and directors, should be discovered by the Company or Parent Purchaser which should be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus Statement or Form S-4the Schedule 13E-3, as applicable, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information Purchaser shall promptly notify inform the other party and Company. If at any time prior to the Effective Time, any event or circumstance relating to the Company, or its officers or directors, should be discovered by the Company which should be set forth in an appropriate amendment or a supplement describing such information shall be promptly filed with the SEC and, to the extent required by LawProxy Statement or the Schedule 13E-3, distributed to the stockholders of the Company and to the shareholders of Parent. (c) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall be made by either party with respect to statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunderpromptly inform Purchaser. (d) Each party will advise As promptly as practicable after the other party promptly after it receives notice thereof, clearance of the time when Proxy Statement and the Form S-4 becomes effectiveSchedule 13E-3 by the SEC, the issuance of any stop orderCompany shall mail the Proxy Statement to its shareholders (or, if the SEC chooses not to review the Proxy Statement and the Schedule 13E-3, within 10 days after the date that the SEC notifies the Company that it will not review the Proxy Statement). Subject to Sections 9.1(h) and 9.2, the suspension Proxy Statement shall include the recommendation of the qualification Board of Directors of the Parent Company and the Special Committee thereof that approval of this Agreement, the Merger and the Amended and Restated Articles of Incorporation by the Company's shareholders is advisable and that the Board of Directors of the Company and the Special Committee have determined that the Merger and the Amended and Restated Articles of Incorporation is fair to, and in the best interests of, the Company's shareholders. (e) In accordance with the Company Articles of Incorporation and Company Bylaws, the Company shall duly call, give notice of, convene and hold a Shareholders' Meeting, to be held as promptly as practicable after execution of this Agreement, on a date reasonably acceptable to Purchaser, for the purpose of voting upon approval of this (i) Agreement, (ii) the Amended and Restated Articles of Incorporation and (iii) the Merger by the Company's shareholders and such other related matters as it deems appropriate. The Company shall use its reasonable efforts to hold the Shareholders' Meeting as promptly as practicable after the date on which the Proxy Statement is cleared by the SEC. (f) The Company shall use its best efforts to obtain the Company Shareholder Approval and the Disinterested Shareholder Approval, subject to the terms of Section 9.1(h) and 9.2. (g) In connection with the Merger, the Company shall furnish Purchaser with mailing labels containing the names and addresses of all record holders of shares of Company Common Stock issuable and with security position listings of shares of Company Common Stock held in stock depositories, each as of a recent date, and of those persons becoming record holders subsequent to such date. The Company shall furnish Purchaser with all such additional information (including, but not limited to, updated lists of holders of shares of Company Common Stock and their addresses, mailing labels and lists of security positions) and such other assistance as Purchaser or its agents may reasonably request in soliciting proxies and communicating the Merger to the record and beneficial owners of shares of Company Common Stock. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Proxy Statement and any other documents necessary to consummate the Merger, Purchaser shall hold in confidence the information contained in such labels, listings and files, and shall use such information only in connection with the Merger for offering Merger. If this Agreement is terminated, Purchaser will deliver to the Company all copies of such information (and extracts and summaries thereof) then in its or sale in its agent's or advisor's possession. (h) Neither the Board of Directors of the Company nor any jurisdictioncommittee thereof shall, except as expressly permitted by this Section 9.1(h), (i) withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaser, the approval or recommendation of such Board of Directors of this Agreement, the Amended and Restated Articles of Incorporation or the Merger, (ii) approve or recommend, or propose publicly to approve or recommend, any request by Acquisition Proposal, or (iii) cause the SEC for amendment Company to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement (each, an "Acquisition Agreement") related to any Acquisition Proposal. Notwithstanding the foregoing, in the event that, prior to obtaining the Disinterested Shareholder Approval, the Special Committee determines in good faith, after it has received a Superior Proposal and after receipt of advice from outside counsel, that the failure to do so would result in a reasonable possibility that the Board of Directors of the Joint Proxy Statement/Prospectus Company would breach its fiduciary duties to the Company's shareholders under applicable Law, the Board of Directors of the Company may (subject to this sentence) inform the Company's shareholders that it no longer believes that the Merger is advisable and no longer recommends approval and may (subject to this sentence) approve or recommend a Superior Proposal (and in connection therewith withdraw or modify its approval or recommendation of this Agreement, the Amended and Restated Articles of Incorporation or the Form S-4Merger) (a "Subsequent Determination"), but only at a time that is after the second business day following Purchaser's receipt of written notice advising Purchaser that the Board of Directors of the Company has received a Superior Proposal specifying the material terms and conditions of such Superior Proposal (and including a copy thereof with all accompanying documentation, if in writing), identifying the person making such Superior Proposal and stating that it intends to make a Subsequent Determination. Notwithstanding any other provision of this Agreement, the Company shall submit this Agreement and the Amended and Restated Articles of Incorporation to its shareholders at its Shareholders' Meeting even if the Board of Directors of the Company determines at any time after the date hereof that it is no longer advisable or recommends that the Company's shareholders reject it.

Additional Agreements. Section SECTION 6.1 Preparation of the Amendment Form S-4 and the Joint Proxy Statement; ----------------------------------------------------------------------- Stockholders Meetings. ---------------------- (a) As soon as practicable following the date of this Agreement, Mead and Westvaco shall prepare and file with the SEC the Joint Proxy ▇▇▇tement, and Mead shall prepare and cause Parent to file with the SEC the Form S-4, ▇▇ which the Joint Proxy Statement will be included as a prospectus. Each of Mead and Westvaco shall use reasonable best efforts to have the Form ▇-▇ declared effective under the Securities Act as promptly as practicable after such filing. Mead and Westvaco shall, as promptly as practicable after receipt the▇▇▇▇, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Joint Proxy Statement/Prospectus received from the SEC. Mead and Post-Effective Amendment Parent shall provide Westvaco with a reasonable opportunity ▇▇ ▇eview and comment on any amendment or supplement to the Form S-4. (a) On July 2, 2021, Parent filed S-4 prior to filing such with the SEC SEC, and with a registration statement on copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/ Prospectus or the Form S-4 under shall be made without the Securities Act (including a preliminary joint proxy statement/prospectusapproval of both Mead and Westvaco, as amended or supplemented from time to time prior to the date hereof, the “Original Joint Proxy Statement/Prospectus”) which approval shall not be unreasonably withheld ▇▇ ▇elayed; provided that with respect to the issuance of Parent Common Stock documents filed by a party which are incorporated by reference in the Merger (such registration statement, and any amendments Form S-4 or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) the Company and Parent shall jointly prepare and cause to be filed with the SEC an amendment to the Original Joint Proxy Statement/Prospectus (as amended or supplemented from time to time, the “Amended Joint Proxy Statement/Prospectus” and, together with the Original Joint Proxy Statement/Prospectus, the “Joint Proxy Statement/Prospectus”) (x) this right of approval shall apply only with respect to be mailed to the stockholders of the Company relating to the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”). Each of Parent and the Company shall use its reasonable best efforts to have the Amended Form S-4 declared effective by the SEC, and to keep the Amended Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. Parent shall furnish to the Company all information relating to Parent as may be reasonably requested by the Company in connection with any such action and the preparation, filing and mailing of the Amended Joint Proxy Statement/Prospectus and the Company shall furnish to Parent all information relating to the Company as may be reasonably requested by Parent in connection with any such action and the preparation and filing of the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4. Subject to applicable Law, as promptly as reasonably practicable after the SEC other party or its staff advises business, financial condition or results of operations, or the combined entity; and provided further that it has no further comments on the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4 this approval right shall not apply with respect to information relating to a Mead Subsequent Determination or that the Company and Parent may commence mailing the Amended Joint Proxy Statement/Prospectus, each of the Company and Parent a Westvaco Subsequent Determination. ▇▇▇d shall use its reasonable best efforts to cause the Amended Joint Proxy Statement/Prospectus State▇▇▇▇ to be distributed mailed to Mead's shareholders, and Westvaco shall use reasonable best efforts t▇ ▇▇▇▇e the stockholders of the Company and the shareholders of Parent (as applicable). No filing of, or amendment or supplement to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, shall be made by the Company or Parent, as applicable, and no response to any comments of the SEC or its staff with respect thereto shall be submitted by the Company or Parent, as applicable, without providing the other party a reasonable opportunity to review and comment thereon and giving due consideration to inclusion in the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or any such response, comments reasonably proposed by either party. Both parties shall notify the other party promptly of the receipt of any comments from the staff of the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (b) None of the information supplied or Statement to be supplied by the Company or Parent for inclusion or incorporation by reference into (i) the Form S-4 willmailed to Westvaco's stockholders, at the time in each case as promptly as practicable after the Form S-4 is filed with the SEC or at the time it becomes declared effective under the Securities Act. Mead shall advise Westvaco promptly after it receives notice thereof, contain ▇▇ the time when the Form S-4 has become effective or any untrue statement supplement or amendment has been filed, the issuance of material fact or omit to state any material fact required to be stated therein or necessary to make stop order, the statements therein, in light suspension of the circumstances under which they were made, not misleading, and (ii) the Joint Proxy Statement/Prospectus will, at the date of distribution to stockholders qualification of the Company, at the time of the Company Stockholders Meeting to be held Parent Common Stock issuable in connection with the MergerMergers for offering or sale in any jurisdiction, at or any request by the date of distribution to shareholders of Parent and at the time SEC for amendment of the Parent Stockholders Meeting to be held in connection with Joint Proxy Statement or the Issuance, contain any untrue statement of material fact Form S-4 or omit to state any material fact required to be stated therein comments thereon and responses thereto or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; providing, that, in each case of (i) and (ii), neither party shall be responsible or liable for any statements made or incorporated by reference therein based on information supplied requests by the other party SEC for inclusion or incorporation by reference thereinadditional information. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote Effective Time any information relating to the Company Mead or ParentWestvaco, or any of their respective Affiliatesaffiliates, directors officers or officers▇▇▇▇ctors, should be discovered by the Company Mead or Parent which Westvaco that should be set forth in an amendment or supplement to suppleme▇▇ ▇o any of the Form S-4 or the Joint Proxy Statement/Prospectus or Form S-4, as applicable, so that any of such document documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are were made, not misleading, the party that which discovers such information shall promptly notify the other party parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Lawlaw, distributed disseminated to the stockholders of the Company Mead and to the shareholders of ParentWestvaco. (cb) Each of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and Mead shall, as promptly as practicable after the Form S-4 to comply as to form in all material respects with is declared ▇▇▇ective under the requirements of the Exchange Act and Securities Act, as duly give notice of, convene and hold a meeting of its shareholders (the case may be"MEAD SHAREHOLDERS MEETING") in accordance with the OGCL for the purpo▇▇ ▇f obtaining the Mead Shareholder Approval and shall, subject to the provisions of Sec▇▇▇▇ 5.2(b), through its Board of Directors, recommend to its shareholders the approval and/or adoption of this Agreement, the Mead Merger and the rules and regulations of other transactions contemplated hereby. (▇) Westvaco shall, as promptly as practicable after the SEC thereunder, except that no representation or warranty shall be made by either party with respect to statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger S-4 is declared effective under the Securities Act Act, duly give notice of, convene and Exchange Act hold a meeting of its stockholders (the "WESTVACO STOCKHOLDERS MEETING") in accordance with the DGCL for the purpose of obtaining the Westvaco Stockholder Approval and shall, subject to the provisions of Section 5.3(b), through its Board of Directors, recommend to its stockholders the approval and adoption of this Agreement, the Westvaco Merger and the rules and regulations thereunderother transactions contemplated hereby. (d) Each party will advise Westvaco and Mead shall use reasonable best efforts to hold the other party promptly Mead Shareholders ▇▇▇▇ing and the Westvaco Stockholders Meeting on th▇ ▇▇me date and as soon as reasonably practicable after it receives notice thereof, of the time when the Form S-4 becomes effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4date hereof.

Additional Agreements. Section 6.1 Preparation (a) Unless the Company or the Board has breached any material provision of this, which breach has not been cured within five (5) business days following the receipt of written notice from the Icahn Group specifying any such breach, solely in connection with the 2025 Annual Meeting, each member of the Amendment Icahn Group shall (1) cause, in the case of all Voting Securities owned of record, and (2) instruct and cause the record owner, in the case of all Voting Securities beneficially owned but not owned of record, directly or indirectly, by it, or by any Icahn Affiliate, in each case as of the record date for the 2025 Annual Meeting or as to Joint Proxy Statement/Prospectus which the member of the Icahn Group otherwise has the power to vote or direct the vote, in each case that are entitled to vote at the 2025 Annual Meeting, to be present for quorum purposes and Post-Effective Amendment to Form S-4be voted, at the 2025 Annual Meeting or at any adjournment or postponement thereof, (A) for each director nominated by the Board for election at the 2025 Annual Meeting, (B) against any nominees that are not nominated by the Board for election at the 2025 Annual Meeting, (C) against any stockholder proposal to increase the size of the Board, and (D) in favor of the ratification of the Company’s auditors. Except as provided in the foregoing sentence or otherwise in this Agreement, the Icahn Group shall not be restricted from voting “For”, “Against” or “Abstaining” from any other proposals at the 2025 Annual Meeting. (ab) On July 2, 2021, Parent filed with Unless the SEC Icahn Group has elected to terminate the obligations of the Icahn Group and the Company under this Section 2(b) as a registration statement on Form S-4 under result of the Securities Act (including a preliminary joint proxy statement/prospectus, as amended or supplemented from time to time prior to the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective breach by the SEC on July 23, 2021. As promptly as reasonably practicable after Company or the execution and delivery Board of any material provision of this AgreementAgreement and failed to cure such breach within five (5) business days following the receipt of written notice from the Icahn Group specifying any such breach, then (iI) the Company and Parent shall jointly prepare and cause to be filed with will nominate the SEC an amendment to Icahn Designees for election as directors at the Original Joint Proxy Statement/Prospectus (as amended or supplemented from time to time, the “Amended Joint Proxy Statement/Prospectus” and, together with the Original Joint Proxy Statement/Prospectus, the “Joint Proxy Statement/Prospectus”) (x) to be mailed to the stockholders of the Company relating to the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders 2025 Annual Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”). Each of Parent and the Company shall use its reasonable best efforts to have the Amended Form S-4 declared effective by the SEC, and to keep the Amended Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. Parent shall furnish to the Company all information relating to Parent as may be reasonably requested by the Company in connection with any such action and the preparation, filing and mailing of the Amended Joint Proxy Statement/Prospectus and the Company shall furnish to Parent all information relating to the Company as may be reasonably requested by Parent in connection with any such action and the preparation and filing of the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4. Subject to applicable Law, as promptly as reasonably practicable after the SEC or its staff advises that it has no further comments on the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4 or that the Company and Parent may commence mailing the Amended Joint Proxy Statement/Prospectus, each of the Company and Parent shall use its reasonable best efforts to cause the Amended Joint Proxy Statement/Prospectus to be distributed to the stockholders election of the Company and the shareholders of Parent (as applicable). No filing of, or amendment or supplement to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, shall be made Icahn Designees so nominated by the Company or Parent(including by (x) recommending that the Company’s stockholders vote in favor of the election of the Icahn Designees, as applicable(y) including the Icahn Designees in the Company’s proxy statement and proxy card for such annual meeting (assuming they consent thereto) and (z) otherwise supporting the Icahn Designees for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate) and (II) each member of the Icahn Group will, in connection with the 2025 Annual Meeting, (1) cause, in the case of all Voting Securities owned of record, and no response to (2) instruct and cause the record owner, in the case of all shares of Voting Securities beneficially owned but not owned of record, directly or indirectly, by it, or by any comments Icahn Affiliate, in each case as of the SEC record date for the 2025 Annual Meeting or its staff with respect thereto shall as to which the member of the Icahn Group otherwise has the power to vote or direct the vote, in each case that are entitled to vote at the 2025 Annual Meeting, to be submitted present for quorum purposes and to be voted at the 2025 Annual Meeting or at any adjournment or postponement thereof, (A) for each director nominated by the Company or ParentBoard for election at the 2025 Annual Meeting, as applicable, without providing the other party a reasonable opportunity to review and comment thereon and giving due consideration to inclusion in the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or (B) against any such response, comments reasonably proposed by either party. Both parties shall notify the other party promptly of the receipt of any comments from the staff of the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (b) None of the information supplied or to be supplied by the Company or Parent for inclusion or incorporation by reference into (i) stockholder proposal to increase the Form S-4 will, at the time the Form S-4 is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light size of the circumstances under which they were made, not misleading, Board and (ii) nominees that are not nominated by the Joint Proxy Statement/Prospectus will, Board for election at the date 2025 Annual Meeting, and (C) in favor of distribution to stockholders the ratification of the Company’s auditors. Except as provided in the foregoing sentence or otherwise in this Agreement, the Icahn Group shall not be restricted from voting “For”, “Against” or “Abstaining” from any other proposals at the time of the Company Stockholders Meeting to be held in connection with the Merger, at the date of distribution to shareholders of Parent and at the time of the Parent Stockholders Meeting to be held in connection with the Issuance, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; providing, that, in each case of (i) and (ii), neither party shall be responsible or liable for any statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus or Form S-4, as applicable, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, distributed to the stockholders of the Company and to the shareholders of Parent2025 Annual Meeting. (c) Each Unless the Company or the Board has breached any material provision of this Agreement and failed to cure such breach within five (5) business days following the receipt of written notice from the Icahn Group specifying any such breach, for any special meeting of stockholders that includes a proposal to remove directors or to expand the Board and add directors, then so long as (x) any Icahn Designee (or Replacement Designee) is a member of the Company Board at the time of such special meeting, (y) the Icahn Group has the right to designate a Replacement Designee at such time (including at such special meeting) and/or (z) the members of the Icahn Group were required to vote in favor of the directors nominated by the Board pursuant to Section 2(a) or 2(b) at the most recent prior annual meeting of stockholders, each member of the Icahn Group shall (1) cause, in the case of all Voting Securities owned of record, and Parent shall (2) instruct and cause the Joint Proxy Statement/Prospectus and record owner, in the Form S-4 to comply case of all Voting Securities beneficially owned but not owned of record, directly or indirectly, by it, or by any Icahn Affiliate, in each case as of the record date for the applicable special meeting or as to form in all material respects with which the requirements member of the Exchange Act Icahn Group otherwise has the power to vote or direct the vote, in each case that are entitled to vote at such special meeting, to be present for quorum purposes and Securities Actto be voted at such special meeting or at any adjournment or postponement thereof, as (A) for each director nominated or supported by the case may be, Board for election at such special meeting and (B) against any (i) proposal to remove directors or increase the rules and regulations size of the SEC thereunder, except Board and (ii) nominees that no representation are not nominated or warranty shall be made by either party with respect to statements made or incorporated by reference therein based on information supplied supported by the other party Board for inclusion or incorporation by reference election at such special meeting. Except as provided in the Joint Proxy Statement/Prospectus foregoing sentence or Form S-4. Parent and otherwise in this Agreement, the Company Icahn Group shall make not be restricted from voting “For”, “Against” or “Abstaining” from any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunderproposals at such special meeting. (d) Each party will advise As used in this Agreement, the other party promptly after it receives notice thereofterm “Voting Securities” shall mean the Common Shares that such person has the right to vote or has the right to direct the vote. For purposes of this Section 2, no person shall be, or be deemed to be, the “beneficial owner” of, or to “beneficially own,” any securities beneficially owned by any director of the time when Company to the Form S-4 becomes effective, extent such securities were acquired directly from the issuance of any stop order, the suspension Company by such director as or pursuant to director compensation for serving as a director of the qualification Company. For purposes of this Agreement, (x) the term “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act, and the term “Icahn Affiliate” shall mean such Affiliates that are controlled by the members of the Parent Common Stock issuable Icahn Group, and (y) the term “Associate” shall mean (A) any trust or other estate in connection with the Merger for offering which such person has a substantial beneficial interest or sale as to which such person serves as trustee or in a similar fiduciary capacity, and (B) any jurisdictionrelative or spouse of such person, or any request by relative of such spouse, who has the SEC for amendment same home as such person or who is a director or officer of the Joint Proxy Statement/Prospectus such person or the Form S-4of any of its parents or subsidiaries.

Additional Agreements. Section 6.1 SECTION 5.1 Preparation of Form S-4 and the Amendment to Joint Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4; Stockholders' Meetings. (a) On July 2, 2021, Parent filed with the SEC a registration statement on Form S-4 under the Securities Act (including a preliminary joint proxy statement/prospectus, as amended or supplemented from time to time prior to the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) the Company and Parent shall jointly prepare and cause to be filed file with the SEC an amendment a joint proxy statement/registration statement relating to the Original Joint Proxy Statement/Prospectus meetings of the Company's stockholders to be held to obtain the Company Stockholder Approval and of the Parent's stockholders to obtain the Parent Stockholder Approval (as amended together with any amendments thereof or supplemented from time to timesupplements thereto, the “Amended Joint Proxy Statement/Prospectus” and, "PROXY STATEMENT") and (ii) Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with the Original Joint Proxy Statement/Prospectusall amendments thereto, the “Joint "FORM S-4") in which the Proxy Statement/Prospectus”) (x) Statement shall be included as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be mailed issued to the stockholders of the Company relating pursuant to the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”)Merger. Each of Parent and the Company shall use its commercially reasonable best efforts to have cause the Amended Form S-4 declared to become effective by the SECas promptly as practicable, and to keep the Amended Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. Parent shall furnish to the Company take all information relating to Parent as may be reasonably requested by the Company or any action required under any applicable federal or state securities laws in connection with any such action and the preparation, filing and mailing issuance of shares of Parent Common Stock pursuant to the Amended Joint Proxy Statement/Prospectus Merger. Each of Parent and the Company shall furnish all information concerning itself to the other as the other may reasonably request in connection with such actions and the preparation of the Form S-4 and Proxy Statement. The Company authorizes Parent to utilize in the Form S-4 and in all such state filed materials, the information concerning the Company and its subsidiaries provided to Parent all information in connection with, or contained in, the Proxy Statement. Parent promptly will advise the Company when the Form S-4 has become effective and of any supplements or amendments thereto, and the Company shall not distribute any written material that would constitute, as advised by counsel to the Company, a "PROSPECTUS" relating to the Company as may be reasonably requested by Merger or the Parent in connection with any such action and Common Stock within the preparation and filing meaning of the Amended Joint Proxy Statement/Prospectus and Securities Act or any applicable state securities law without the Amended Form S-4prior written consent of Parent. Subject to applicable Law, as As promptly as reasonably practicable after the SEC or its staff advises that it has no further comments on the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4 or that the Company and Parent may commence mailing the Amended Joint Proxy Statement/Prospectusshall have become effective, each of the Company and Parent shall use mail the Proxy Statement to its reasonable best efforts to cause the Amended Joint Proxy Statement/Prospectus to be distributed to the stockholders of the Company and the shareholders of Parent (as applicable). No filing of, or amendment or supplement to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, shall be made by the Company or Parent, as applicable, and no response to any comments of the SEC or its staff with respect thereto shall be submitted by the Company or Parent, as applicable, without providing the other party a reasonable opportunity to review and comment thereon and giving due consideration to inclusion in the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or any such response, comments reasonably proposed by either party. Both parties shall notify the other party promptly of the receipt of any comments from the staff of the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4respective stockholders. (b) None of the information supplied or Parent agrees promptly to be supplied by advise the Company or Parent for inclusion or incorporation by reference into (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) the Joint Proxy Statement/Prospectus will, at the date of distribution to stockholders of the Company, at the time of the Company Stockholders Meeting to be held in connection with the Merger, at the date of distribution to shareholders of Parent and at the time of the Parent Stockholders Meeting to be held in connection with the Issuance, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; providing, that, in each case of (i) and (ii), neither party shall be responsible or liable for any statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference therein. If if at any time prior to obtaining the Requisite Company Stockholder Vote respective meetings of stockholders of Parent or the Requisite Parent Stockholder Vote Company any information relating provided by it in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or Parent, or any of their respective Affiliates, directors or officers, should be discovered by omission. Parent will furnish the Company or Parent which should with such supplemental information as may be set forth necessary in an amendment or supplement order to cause the Joint Proxy Statement/Prospectus or Form S-4, insofar as applicable, so that such document would not include any misstatement of a material fact or omit it relates to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party Parent and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC andits subsidiaries, to comply with applicable law after the extent required by Law, distributed mailing thereof to the stockholders of Parent or the Company and to the shareholders of ParentCompany. (c) The Company agrees promptly to advise Parent if at any time prior to the respective meetings of stockholders of Parent or the Company any information provided by it in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide Parent with the information needed to correct such inaccuracy or omission. The Company will furnish Parent with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to the Company and its subsidiaries, to comply with applicable law after the mailing thereof to stockholders of Parent or the Company. (d) As soon as reasonably practicable following the date of this Agreement but taking into account the likely timing of obtaining regulatory approvals to complete the transactions contemplated herein, each of the Company and Parent shall call and hold a meeting of its respective stockholders (the "COMPANY STOCKHOLDERS' MEETING" and the "PARENT STOCKHOLDERS' MEETING," respectively), for the purpose of obtaining the Company Stockholder Approval and the Parent Stockholder Approval, respectively. Each of the Company and Parent shall cause use its commercially reasonably efforts to solicit from its stockholders proxies, and shall take all other action necessary or advisable to secure the Joint Proxy Statement/Prospectus vote or consent of stockholders required by applicable law or otherwise to obtain the Company Stockholder Approval and the Form S-4 Parent Stockholder Approval, respectively, and through its respective Board of Directors, shall recommend to comply as to form in all material respects with its respective stockholders the requirements obtaining of the Exchange Act and Securities Act, as the case may be, Company Stockholder Approval and the rules and regulations of the SEC thereunderParent Stockholder Approval, except that no representation or warranty shall be made by either party with respect to statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunderrespectively. (d) Each party will advise the other party promptly after it receives notice thereof, of the time when the Form S-4 becomes effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4.

Additional Agreements. Section 6.1 7.1. Preparation of the Amendment to Form S-4 and the Joint Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4Prospectus; Stockholders Meetings. (a) On July 2, 2021As promptly as practicable following the date hereof, Parent filed and the Company shall jointly prepare and file with the SEC a registration statement on Form S-4 under preliminary proxy materials and any amendments or supplements thereof which shall constitute the Securities Act joint proxy statement/prospectus (including a preliminary joint such proxy statement/prospectus, as amended and any amendments or supplemented from time to time prior to the date hereofsupplements thereto, the “Original "Joint Proxy Statement/Prospectus”") and Parent shall prepare and file with the SEC the Registration Statement on Form S-4 with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original "Form S-4”), ") in which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) the Company and Parent shall jointly prepare and cause to be filed with the SEC an amendment to the Original Joint Proxy Statement/Prospectus (will be included as amended or supplemented from time to time, a prospectus. The Form S-4 and the “Amended Joint Proxy Statement/Prospectus” and, together Prospectus shall comply as to form in all material respects with the Original Joint Proxy Statement/Prospectus, the “Joint Proxy Statement/Prospectus”) (x) to be mailed to the stockholders applicable provisions of the Company relating to Securities Act and the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”)Exchange Act. Each of Parent and the Company shall use its all reasonable best efforts to have the Amended Form S-4 declared effective by under the SEC, Securities Act as promptly as practicable after filing it with the SEC and to keep the Amended Form S-4 effective as long as is necessary to consummate the Merger Merger. The parties shall promptly provide copies, consult with each other and prepare written responses with respect to any written comments received from the SEC with respect to the Form S-4 and the other transactions contemplated hereby. Parent shall furnish to the Company all information relating to Parent as may be reasonably requested by the Company in connection with any such action and the preparation, filing and mailing of the Amended Joint Proxy Statement/Prospectus and the Company shall furnish to Parent all information relating to the Company as may be reasonably requested by Parent in connection with any such action and the preparation and filing of the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4. Subject to applicable Law, as promptly as reasonably practicable after the SEC or its staff advises that it has no further comments on the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4 or that the Company and Parent may commence mailing the Amended Joint Proxy Statement/Prospectus, each of the Company and Parent shall use its reasonable best efforts to cause the Amended Joint Proxy Statement/Prospectus to be distributed to the stockholders of the Company and the shareholders of Parent (as applicable). No filing of, or amendment or supplement to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, shall be made by the Company or Parent, as applicable, and no response to any comments of the SEC or its staff with respect thereto shall be submitted by the Company or Parent, as applicable, without providing advise the other party a reasonable opportunity to review and comment thereon and giving due consideration to inclusion in the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or any such response, comments reasonably proposed by either party. Both parties shall notify the other party promptly of the receipt of any oral comments received from the staff of the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional informationSEC. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (b) None Parent agrees that none of the information supplied or to be supplied by the Company or Parent for inclusion or incorporation by reference into (i) in the Form S-4 willJoint Proxy Statement/Prospectus and each amendment or supplement thereto, at the time the Form S-4 is filed with the SEC or of mailing thereof and at the time it becomes effective under of the Securities ActCompany Shareholders Meeting or the Parent Shareholders Meeting, will contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) . The Company agrees that none of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus willand each amendment or supplement thereto, at the date time of distribution to stockholders of the Company, mailing thereof and at the time of the Company Stockholders Shareholders Meeting to be held in connection with the Merger, at the date of distribution to shareholders of Parent and at the time of or the Parent Stockholders Meeting to be held in connection with the IssuanceShareholders Meeting, will contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; providing. For purposes of the foregoing, that, in each case of (i) it is understood and (ii), neither party agreed that information concerning or related to Parent and the Parent Shareholders Meeting will be deemed to have been supplied by Parent and information concerning or related to the Company and the Company Shareholders Meeting shall be responsible or liable for any statements made or incorporated by reference therein based on information deemed to have been supplied by the other party for inclusion or incorporation by reference thereinCompany. (b) As of the date of this Agreement, the Board of Directors of Parent is composed of three classes with a total of nine directors. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the The Joint Proxy Statement/Prospectus or Form S-4shall nominate for election to the Board of Directors of Parent, as applicable, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleadingdate of the Parent Shareholders Meeting (as hereinafter defined), the party that discovers such information two persons listed in Exhibit A hereto. Promptly following the Effective Time, the three directors listed in Exhibit B shall promptly notify resign from the other party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, distributed to the stockholders Board of the Company and to the shareholders Directors of Parent, and the Board of Directors of Parent shall take action to fill the vacancies created by such resignations by appointing the four individuals listed in Part I of Exhibit C ("Company Nominees"). In addition, promptly following the Effective Time, the Board of Directors of Parent will take action to increase their size to ten and shall appoint the individual listed in Part II of Exhibit C to fill the seat created by such expansion. (c) Each of the The Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities Actshall, as promptly as practicable following the case may beexecution of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the rules and regulations "Company Shareholders Meeting") for the purpose of obtaining the SEC thereunder, except that no representation or warranty shall be made by either party with respect to statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4. Parent and the required Company shall make any other necessary filings shareholder vote with respect to the Merger under transactions contemplated by this Agreement, and, subject to Section 7.4, shall use its reasonable efforts to solicit the Securities Act and Exchange Act and adoption of this Agreement by the rules and regulations thereunderrequired Company shareholder vote. (d) Each party will advise Parent shall, as promptly as practicable following the other party promptly after it receives execution of this Agreement, duly call, give notice thereofof, convene and hold a meeting of its shareholders (the time when "Parent Shareholders Meeting") for the Form S-4 becomes effectivepurpose of obtaining the required Parent shareholder vote with respect to the transactions contemplated by this Agreement and, subject to Section 7.5, shall use its reasonable efforts to solicit the issuance approval of any stop order, this Agreement by the suspension of the qualification of required Parent shareholder vote. (e) The Company Shareholders Meeting and the Parent Common Stock issuable in connection with Shareholders Meeting shall take place on the Merger for offering or sale in any jurisdiction, or any request by same date to the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4extent practicable.

Additional Agreements. (a) Pursuant to Section 6.1 Preparation 2.01(a) of the Amended Second Lien Credit Agreement, the financial institution identified on Exhibit B hereto (the “Additional Lender”) hereby (i) consents to the terms of this Amendment and (ii) agrees to Joint Proxy Statement/Prospectus make First Amendment Incremental Loans to the Borrowers on the Amendment Effective Date in the principal amount equal to its commitment (the “First Amendment Incremental Commitment”) in respect thereof set forth opposite such financial institution’s name on Exhibit B hereto. The full amount of the First Amendment Incremental Loans must be drawn in a single drawing on the Amendment Effective Date. Amounts paid or repaid in respect of First Amendment Incremental Loans may not be reborrowed. To the extent not previously paid, the First Amendment Incremental Loans shall be due and Post-Effective Amendment to Form S-4payable on the Maturity Date. (ab) On July 2, 2021, Parent filed with the SEC a registration statement on Form S-4 under the Securities Act (including a preliminary joint proxy statement/prospectus, as amended or supplemented from time to time prior to the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this AgreementAmendment Effective Date, (i) the Company First Amendment Incremental Commitment made pursuant to this Amendment is hereby designated as, and Parent shall jointly prepare and cause to be filed with the SEC an amendment to the Original Joint Proxy Statement/Prospectus (as amended or supplemented from time to time, the “Amended Joint Proxy Statement/Prospectus” and, together with the Original Joint Proxy Statement/Prospectus, the “Joint Proxy Statement/Prospectus”) (x) to be mailed to the stockholders for all purposes of the Company relating to the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”). Each of Parent and the Company shall use its reasonable best efforts to have the Amended Form S-4 declared effective by the SEC, and to keep the Amended Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. Parent shall furnish to the Company all information relating to Parent as may be reasonably requested by the Company in connection with any such action and the preparation, filing and mailing of the Amended Joint Proxy Statement/Prospectus and the Company shall furnish to Parent all information relating to the Company as may be reasonably requested by Parent in connection with any such action and the preparation and filing of the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4. Subject to applicable Law, as promptly as reasonably practicable after the SEC or its staff advises that it has no further comments on the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4 or that the Company and Parent may commence mailing the Amended Joint Proxy Statement/Prospectus, each of the Company and Parent shall use its reasonable best efforts to cause the Amended Joint Proxy Statement/Prospectus to be distributed to the stockholders of the Company and the shareholders of Parent (as applicable). No filing of, or amendment or supplement to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, Loan Documents shall be made by the Company or Parentdeemed to be, as applicablea “Commitment”, and no response to any comments of the SEC or its staff with respect thereto shall be submitted by the Company or Parent, as applicable, without providing the other party a reasonable opportunity to review and comment thereon and giving due consideration to inclusion in the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or any such response, comments reasonably proposed by either party. Both parties shall notify the other party promptly of the receipt of any comments from the staff of the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (b) None of the information supplied or to be supplied by the Company or Parent for inclusion or incorporation by reference into (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) the Joint Proxy Statement/Prospectus willFirst Amendment Incremental Loans made pursuant to this Amendment are hereby designated as, at the date of distribution to stockholders and for all purposes of the CompanyLoan Documents shall be deemed to be, at “Loans”, and (iii) the time Additional Lender is hereby designated as, and for all purposes of the Company Stockholders Meeting to be held in connection with the Merger, at the date of distribution to shareholders of Parent and at the time of the Parent Stockholders Meeting to be held in connection with the Issuance, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; providing, that, in each case of (i) and (ii), neither party Loan Documents 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 thereindeemed to be, a “Lender”. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus or Form S-4, as applicable, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information The First Amendment Incremental Loans shall be promptly filed with secured by identical Collateral and guaranteed on identical terms as the SEC and, to Loans made on the extent required by Law, distributed to the stockholders of the Company and to the shareholders of ParentClosing Date. (c) Each For the avoidance of doubt, the Loans made on the Closing Date and the First Amendment Incremental Loans made hereunder pursuant to Section 2.01(a) of the Company Amended Second Lien Credit Agreement on the Amendment Effective Date shall constitute a single Class of Loans (and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall be made by either party fungible with each other) under the Loan Documents, including with respect to statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference maturity, amortization, payment of interest, voluntary prepayments and mandatory prepayments, in each case as more fully set forth in the Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunderLoan Documents. (d) Each party will advise the other party promptly after it receives notice thereof, The First Amendment Incremental Commitment of the time when the Form S-4 becomes effective, the issuance of any stop order, the suspension Additional Lender in respect of the qualification First Amendment Incremental Loans shall automatically terminate upon the making of the Parent Common Stock issuable First Amendment Incremental Loans on the Amendment Effective Date. (e) The Borrowers shall apply the proceeds of the First Amendment Incremental Loans to pay the Special Distribution and to pay fees and expenses incurred in connection with the Merger for offering or sale in any jurisdictiontransactions contemplated hereby. (f) Each of the parties hereto acknowledges and agrees that the terms of this Amendment do not constitute a novation but, or any request by the SEC for rather, an amendment of the Joint Proxy Statement/Prospectus or terms of pre-existing Indebtedness and related agreements, as evidenced by the Form S-4Amended Second Lien Credit Agreement.

Additional Agreements. Section 6.1 4.1 Preparation of Proxy Statement and Schedule 13E-3; the Amendment to Joint Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4Company Shareholders Meeting. (a) On July 2, 2021, Parent filed with the SEC a registration statement on Form S-4 under the Securities Act (including a preliminary joint proxy statement/prospectus, As soon as amended or supplemented from time to time prior to practicable following the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) the Company and Parent shall jointly prepare and cause to be filed with the SEC an amendment to the Original Joint Proxy Statement/Prospectus (as amended or supplemented from time to time, the “Amended Joint Proxy Statement/Prospectus” and, together with the Original Joint Proxy Statement/Prospectus, the “Joint Proxy Statement/Prospectus”) (x) to be mailed to the stockholders of the Company relating to the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, Proxy Statement and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”)Schedule 13E-3. Each of Parent and the Company shall use its reasonable best efforts to have the Amended Form S-4 declared effective by the SEC, and to keep the Amended Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. Parent shall furnish to the Company all information relating to Parent as may be reasonably requested by the Company in connection with any such action and the preparation, filing and mailing of the Amended Joint Proxy Statement/Prospectus and the Company shall furnish to Parent all information relating to the Company as may be reasonably requested by Parent in connection with any such action and the preparation and filing of the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4. Subject to applicable Law, as promptly as reasonably practicable after the SEC or its staff advises that it has no further comments on the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4 or that the Company and Parent may commence mailing the Amended Joint Proxy Statement/Prospectus, each of the Company and Parent shall use its commercially reasonable best efforts to cause the Amended Joint Proxy Statement/Prospectus Statement to be distributed mailed to the stockholders of the Company and the Company's shareholders of Parent (as applicable). No filing of, or amendment or supplement to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, promptly as applicable, shall be made by the Company or Parent, as applicable, and no response to any comments of the SEC or its staff with respect thereto shall be submitted by the Company or Parent, as applicable, without providing the other party a reasonable opportunity to review and comment thereon and giving due consideration to inclusion in the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or any such response, comments reasonably proposed by either party. Both parties shall notify the other party promptly of the receipt of any comments from the staff of the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4practicable. (b) None of the information supplied or Subject to be supplied by Section 4.4, the Company or Parent shall, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the "Company Shareholders Meeting") for inclusion or incorporation by reference into the purpose of obtaining shareholder approval. In connection with such meeting, the Company shall (i) the Form S-4 will, at the time the Form S-4 is filed promptly prepare and file with the SEC, use its commercially reasonable efforts to have cleared by the SEC or at and thereafter mail to its shareholders as promptly as practicable the time it becomes effective under Proxy Statement and all other proxy materials for such meeting, which Proxy Statement shall include the Securities Actopinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ Partners LLC, contain any untrue statement of material fact or omit as to state any material fact required to be stated therein or necessary to make the statements therein, in light fairness of the circumstances under which they were made, not misleading, and (ii) the Joint Proxy Statement/Prospectus will, at the date of distribution to stockholders of the Company, at the time of the Company Stockholders Meeting to be held in connection with the Merger, at the date of distribution to shareholders of Parent and at the time of the Parent Stockholders Meeting to be held in connection with the Issuance, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; providing, that, in each case of (i) and (ii), neither party shall be responsible or liable for any statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus or Form S-4, as applicable, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, distributed to the stockholders of the Company and Merger Consideration to the shareholders of Parentthe Company (other than Parent and its Affiliates), as required by Section 1203 of the CGCL, (ii) use its commercially reasonable efforts to obtain the necessary approvals by its shareholders of this Agreement and the transactions contemplated hereby and (iii) otherwise comply with all legal requirements applicable to such meeting. Subject to Section 4.4(b), the Company shall, through its Board of Directors, recommend to its shareholders that they approve the transactions contemplated by this Agreement; provided, however, that except in connection with an Acquisition Proposal, in which case the provisions of Section 4.4(b) shall apply, the Board of Directors of the Company may withdraw, modify or change such recommendation and shall be released of its obligations set forth above in Section 4.1(b)(ii) if it (A) determines in good faith, based upon the advice of outside counsel, that making such recommendation, or the failure to so withdraw, modify or change its recommendation, could reasonably be deemed to cause the members of the Board of Directors to breach their fiduciary duties under applicable law, (B) otherwise complies with this Agreement and (C) subject to compliance with applicable securities laws, gives Parent (x) notice of its decision to invoke this Section 4.1(b), including the reasons for its decision, and (y) a reasonable opportunity to discuss this decision with the Board of Directors. (c) Each Except as required by Section 6.2(c), Parent shall vote or cause to be voted all the shares of Company Common Stock owned of record by Parent or any of its Subsidiaries in favor of the Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall be made transactions contemplated by either party with respect to statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunderthis Agreement. (d) Each party will advise the other party promptly after it receives notice thereof, of the time when the Form S-4 becomes effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4.

Additional Agreements. Section 6.1 Preparation of the Amendment to Joint 7.01 Proxy Statement/Prospectus Statement and Post-Effective Amendment to Form S-4Schedule 13E-3. (a) On July 2, 2021, Parent filed with the SEC a registration statement on Form S-4 under the Securities Act (including a preliminary joint proxy statement/prospectus, as amended or supplemented from time to time prior to the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly soon as reasonably practicable after following the execution and delivery date of this Agreement, the Company shall (i) the Company and Parent shall jointly prepare and cause to be filed with the SEC an amendment to the Original Joint Proxy Statement/Prospectus (as amended or supplemented from time to time, the “Amended Joint Proxy Statement/Prospectus” and, together with the Original Joint Proxy Statement/Prospectus, the “Joint Proxy Statement/Prospectus”) (x) to be mailed to the stockholders of the Company relating to the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC the Schedule 13E-3 and a post-effective amendment to the Original Form S-4 preliminary proxy statement (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” andPreliminary Proxy Statement”) relating to this Agreement and the Transactions; provided, together with the Original Form S-4, the “Form S-4”). Each of Parent and that the Company shall use provide Parent and its counsel a reasonable best efforts opportunity to have review 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 proposed Preliminary Proxy Statement in connection with any such action and the preparation, advance of 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 consider in good faith any comments reasonably requested proposed 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, its counsel; (ii) respond as promptly as reasonably practicable after the SEC or its staff advises that it has no further comments on the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4 or that the Company and Parent may commence mailing the Amended Joint Proxy Statement/Prospectus, each of the Company and Parent shall use its reasonable best efforts to cause the Amended Joint Proxy Statement/Prospectus to be distributed to the stockholders of the Company and the shareholders of Parent (as applicable). No filing of, or amendment or supplement to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, shall be made by the Company or Parent, as applicable, and no response to any comments of the SEC or its staff with respect thereto shall be submitted by the Company or Parent, as applicable, without providing the other party a reasonable opportunity to review and comment thereon and giving due consideration to inclusion in the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or any such response, comments reasonably proposed by either party. Both parties shall notify the other party promptly of the receipt of any comments from the staff of the SEC with respect to the Amended Joint Schedule 13E-3 and the Preliminary Proxy Statement/Prospectus or ; (iii) use commercially reasonable efforts to have the Amended Form S-4SEC confirm that it has no further comments thereto; and (iv) cause a definitive proxy statement, letter to stockholders, notice of meeting and form of proxy accompanying the proxy statement that will be provided to the holders of Shares in connection with the solicitation of proxies for use at the Company Stockholders’ Meeting (collectively, as applicableamended or supplemented, the “Proxy Statement”), to be mailed to the holders of Shares at the earliest practicable date, and of in any request by event within five (5) Business Days, after the staff of date that the SEC for confirms it has no further comments; provided, however, that no material amendments or supplements to the Amended Joint Schedule 13E-3, the Preliminary Proxy Statement/Prospectus Statement or Amended Form S-4, as applicable, or for additional informationthe Proxy Statement will be made by the Company without prior consultation with Parent and its counsel in accordance with this Section 7.01. The Company or Parent, and Parent shall cooperate to: (A) respond as applicable, shall respond promptly as reasonably practicable to any comments or requests received from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to such filings; and (B) prepare and file any amendments or supplements necessary to be filed in response to any SEC comments or as required by Law. The Company will cause the Amended Joint information relating to the Company for inclusion in the Schedule 13E-3, the Preliminary Proxy Statement and the Proxy Statement/Prospectus or the Amended Form S-4. (b) None of the information supplied or to be supplied by the Company or Parent for inclusion or incorporation by reference into (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) the Joint Proxy Statement/Prospectus will, at the date of distribution to stockholders of the Company, at the time of the Company Stockholders Meeting to be held in connection with mailing of the MergerProxy Statement or any amendments or supplements thereto, at the date of distribution to shareholders of Parent and at the time of the Parent Stockholders Meeting Company Stockholders’ Meeting, not to be held in connection with the Issuance, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; providingprovided, thathowever, in each case of (i) and (ii)that no representation, neither party shall be responsible warranty, covenant or liable for any statements agreement is made or incorporated by reference therein based on the Company with respect to information supplied by the other party Parent for inclusion or incorporation by reference thereinin the Proxy Statement. If at For the avoidance of doubt, nothing in this Section 7.01(a) shall limit or preclude the ability of the Company Board (or any time prior committee thereof, including the Special Committee) to obtaining effect a Change in the Requisite Company Stockholder Vote Recommendation in accordance with Section 7.03(d). (b) Parent shall provide to the Company all information concerning Parent and Merger Sub and their respective Affiliates as may be reasonably requested by the Company in connection with the Schedule 13E-3, the Preliminary Proxy Statement and the Proxy Statement and shall otherwise assist and cooperate with the Company in the preparation of the Schedule 13E-3, the Preliminary Proxy Statement and the Proxy Statement and resolution of comments of the SEC or its staff related thereto. Parent will cause the Requisite Parent Stockholder Vote any information relating to the Company or Parent, Merger Sub, or any of their respective AffiliatesAffiliates supplied by it for inclusion in the Schedule 13E-3, directors the Preliminary Proxy Statement and the Proxy Statement, at the time of the mailing of the Proxy Statement or officersany amendments or supplements thereto, should be discovered by and at the time of the Company or Parent which should be set forth in an amendment or supplement Stockholders’ Meeting, not to the Joint Proxy Statement/Prospectus or Form S-4, as applicable, so that such document would not include contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading; provided, the party however, that discovers such no representation or warranty is made by Parent or Merger Sub with respect to information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required supplied by Law, distributed to the stockholders of the Company and to for inclusion or incorporation by reference in the shareholders of ParentProxy Statement. (c) Each of the Company and Parent shall cause promptly correct any information provided by it for use in the Joint Schedule 13E-3, the Preliminary Proxy Statement/Prospectus Statement and the Form S-4 Proxy Statement if and to comply as to form the extent that such information shall have become false or misleading in all any material respects with the requirements of the Exchange Act and Securities Actrespect, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall be made by either party with respect to statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make take all steps necessary to amend or supplement the Schedule 13E-3, the Preliminary Proxy Statement and the Proxy Statement and to cause the Schedule 13E-3 and the Proxy Statement, as so amended or supplemented, to be filed with the SEC and mailed to its stockholders, in each case as and to the extent required by applicable Law. The Company shall (i) as promptly as practicable after receipt thereof, provide Parent or its counsel with copies of any other necessary filings written comments, and advise Parent or its counsel of any oral comments, with respect to the Merger under Preliminary Proxy Statement, the Securities Act Proxy Statement (or any amendment or supplement thereto) or the Schedule 13E-3 received from the SEC or its staff, (ii) provide Parent and Exchange Act its counsel a reasonable opportunity to review the Company’s proposed response to such comments and the rules (iii) consider in good faith any comments reasonably proposed by Parent and regulations thereunderits counsel. (d) Each party will advise Notwithstanding the other party promptly after it receives notice thereofforegoing or anything else herein to the contrary, and subject to compliance with the terms of the time when the Form S-4 becomes effectiveSection 7.03, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with any disclosure regarding a Change in the Company Recommendation, the Company shall not be required to provide Parent or Merger for offering Sub the opportunity to review or sale in any jurisdictioncomment on (or include comments proposed by Parent or Merger Sub in) the Schedule 13E-3 or the Proxy Statement, or any request amendment or supplement thereto, or any comments thereon or any other filing by the SEC for amendment of Company with the Joint Proxy Statement/Prospectus or the Form S-4SEC, with respect to such disclosure.

Additional Agreements. Section 6.1 Preparation of the Amendment to Joint Proxy Statement7.1 PREPARATION OF THE FORM S-4 AND THE JOINT PROXY STATEMENT/Prospectus and Post-Effective Amendment to Form S-4PROSPECTUS; STOCKHOLDERS MEETINGS. (a) On July 2, 2021As promptly as practicable following the date hereof, Parent filed and the Company shall jointly prepare and file with the SEC a registration statement on Form S-4 under mutually acceptable preliminary proxy materials and any amendments or supplements thereof which shall constitute the Securities Act joint proxy statement/prospectus relating to the matters to be submitted to the holders of the Company's Common Stock at the Company's Stockholders Meeting and the holders of the Parent Common Stock at the Parent's Stockholders Meeting (including a preliminary joint such proxy statement/prospectus, as amended and any amendments or supplemented from time to time prior to supplements thereto (the date hereof"JOINT PROXY STATEMENT/PROSPECTUS"), and Parent shall prepare and file with the “Original Joint Proxy Statement/Prospectus”) SEC the Registration Statement on Form S-4 with respect to (i) the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, "FORM S-4") in which the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) the Company and Parent shall jointly prepare and cause to be filed with the SEC an amendment to the Original Joint Proxy Statement/Prospectus will be included as a prospectus and (as amended or supplemented from time ii) the amendments to time, its Certificate of Incorporation referred to in SECTION 3.1(A). The Form S-4 and the “Amended Joint Proxy Statement/Prospectus” and, together Prospectus shall comply in all material respects with the Original Joint Proxy Statement/Prospectus, the “Joint Proxy Statement/Prospectus”) (x) to be mailed to the stockholders applicable provisions of the Company relating to Securities Act and the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, the “Form S-4”)Exchange Act. Each of Parent and the Company shall use its all reasonable best efforts to have the Amended Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by under the SEC, Securities Act as promptly as practicable after filing it with the SEC and to keep the Amended Form S-4 effective as long as is necessary to consummate the Merger Merger. The parties shall promptly provide copies to each other, consult with each other and jointly prepare written responses with respect to any written comments received from the SEC with respect to the Form S-4 and the other transactions contemplated hereby. Parent shall furnish to the Company all information relating to Parent as may be reasonably requested by the Company in connection with any such action and the preparation, filing and mailing of the Amended Joint Proxy Statement/Prospectus and the Company shall furnish to Parent all information relating to the Company as may be reasonably requested by Parent in connection with any such action and the preparation and filing of the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4. Subject to applicable Law, as promptly as reasonably practicable after the SEC or its staff advises that it has no further comments on the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4 or that the Company and Parent may commence mailing the Amended Joint Proxy Statement/Prospectus, each of the Company and Parent shall use its reasonable best efforts to cause the Amended Joint Proxy Statement/Prospectus to be distributed to the stockholders of the Company and the shareholders of Parent (as applicable). No filing of, or amendment or supplement to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, shall be made by the Company or Parent, as applicable, and no response to any comments of the SEC or its staff with respect thereto shall be submitted by the Company or Parent, as applicable, without providing advise the other party of any oral comments received from the SEC. The parties shall cooperate and provide the other with a reasonable opportunity to review and comment thereon on any amendment or supplement to the Joint Proxy Statement/Prospectus and giving due consideration Form S-4 prior to inclusion in filing such with the Amended SEC and will provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation of reference) to the Joint Proxy Statement/Prospectus or Amended Form S-4S-4 shall be made without the approval of both parties, as applicable, which approval shall not be unreasonably withheld or any such response, comments reasonably proposed by either partydelayed. Both parties shall notify the other party promptly of the receipt of any comments from the staff of the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (b) None Parent agrees that none of the information supplied or to be supplied by the Company or Parent for inclusion or incorporation by reference into (i) in the Form S-4 willJoint Proxy Statement/Prospectus and each amendment or supplement thereto, at the time the Form S-4 is filed with the SEC or of mailing thereof and at the time it becomes effective under of the Securities ActCompany Stockholders Meeting or the Parent Stockholders Meeting, will contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) . The Company agrees that none of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus willand each amendment or supplement thereto, at the date time of distribution to stockholders of the Company, mailing thereof and at the time of the Company Stockholders Meeting to be held in connection with the Merger, at the date of distribution to shareholders of Parent and at the time of or the Parent Stockholders Meeting to be held in connection with the IssuanceMeeting, will contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; providing. For purposes of the foregoing, thatit is understood and agreed that information concerning or related to Parent, in each case its Subsidiaries and the Parent Stockholders Meeting will be deemed to have been supplied by Parent and information concerning or related to the Company, its Subsidiaries and the Company Stockholders Meeting shall be deemed to have been supplied by the Company. (b) The Company shall, as promptly as practicable following the execution of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the "COMPANY STOCKHOLDERS MEETING") for the purpose of obtaining the required Company Stockholder Approval. The Company shall use its reasonable efforts to obtain the Company Stockholder Approval and the Board of Directors of the Company shall recommend adoption of this Agreement by the stockholders of the Company. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first two sentences of this SECTION 7.1(B) shall not be affected by (i) and (ii)the commencement, neither party shall be responsible public proposal, public disclosure or liable for any statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote any information relating communication to the Company or Parent, any other person of any Company Acquisition Proposal or any Company Superior Proposal or (ii) the withdrawal or modification by the Board of their respective Affiliates, directors or officers, should be discovered by Directors of the Company or Parent which should be set forth in an amendment any committee thereof of such Board's or supplement to the Joint Proxy Statement/Prospectus committee's approval or Form S-4, as applicable, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light recommendation of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment Merger or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, distributed to the stockholders of the Company and to the shareholders of Parentthis Agreement. (c) Each Parent shall, as promptly as practicable following the execution of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the "PARENT STOCKHOLDERS MEETING") for the purpose of obtaining the required Parent Stockholder Approval. Parent shall use its reasonable efforts to obtain the Parent Stockholder Approval and the Board of Directors of Parent shall recommend approval by the stockholders of Parent of matters constituting the Parent Stockholder Approval. Without limiting the generality of the Company foregoing, Parent agrees that its obligations pursuant to the first two sentences of this SECTION 7.1(C) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to Parent or any other person of any Parent Acquisition Proposal or Parent Superior Proposal or (ii) the withdrawal or modification by the Board of Directors of Parent or any committee thereof of such Board's or committee's approval or recommendation of the Merger or this Agreement. (d) Merger Sub shall, immediately following execution of this Agreement, submit this Agreement to Parent, as the sole stockholder of Merger Sub, for adoption and Parent approval. Upon such submission, Parent, as sole stockholder of Merger Sub, shall cause adopt this Agreement and approve the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form transactions contemplated by this Agreement by unanimous written consent in all material respects lieu of a meeting in accordance with the requirements of the Exchange Act and Securities Act, as the case may be, DGCL and the rules Certificate of Incorporation and regulations Bylaws of the SEC thereunder, except that no representation or warranty shall be made by either party with respect to statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunderSub. (de) Each party will advise the other party promptly after it receives notice thereof, of the time when the Form S-4 becomes effective, the issuance of any stop order, the suspension of the qualification of The Company Stockholders Meeting and the Parent Common Stock issuable in connection with Stockholders Meeting shall take place on the Merger for offering or sale in any jurisdiction, or any request by same date to the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4extent practicable.

Additional Agreements. Section 6.1 SECTION 5.01. Preparation of the Amendment to Joint Form S-4 and the Proxy Statement/Prospectus and Post-Effective Amendment to Form S-4; Shareholders' Meeting. (a) On July 2, 2021, Parent filed with the SEC a registration statement on Form S-4 under the Securities Act (including a preliminary joint proxy statement/prospectus, as amended or supplemented from time to time prior to the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after following the execution and delivery date of this Agreement, (i) the Company and Parent shall jointly prepare and cause to be filed with the SEC an amendment to the Original Joint Proxy Statement/Prospectus (as amended or supplemented from time to time, the “Amended Joint Proxy Statement/Prospectus” and, together with the Original Joint Proxy Statement/Prospectus, the “Joint Proxy Statement/Prospectus”) (x) to be mailed to the stockholders of the Company relating to the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC a post-effective amendment to the Original Form S-4 (such amendment, and any amendments or supplements thereto, the “Amended Form S-4” and, together with the Original Form S-4, in which the “Form S-4”)Proxy Statement will be included as a prospectus. Each of Parent and the Company and Parent shall use its reasonable best efforts to have the Amended Form S-4 declared effective by under the SEC, and Securities Act as promptly as practicable after such filing. The Company shall use its reasonable best efforts to keep cause the Amended Proxy Statement to be mailed to the shareholders of the Company as promptly as practicable after the Form S-4 is declared effective as long as is necessary to consummate under the Merger and the other transactions contemplated herebySecurities Act. Parent shall furnish also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process) required to be taken under any applicable state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger, and each of Parent and the Company shall furnish all information relating to Parent as may be reasonably requested by the Company other in connection with any such action and the preparation, filing and mailing distribution of the Amended Joint Form S-4 and the Proxy Statement/Prospectus and the Company shall furnish to Parent all information relating to the Company as may be reasonably requested by Parent in connection with any such action and the preparation and filing of the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4. Subject to applicable Law, as promptly as reasonably practicable after the SEC or its staff advises that it has no further comments on the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4 or that the Company and Parent may commence mailing the Amended Joint Proxy Statement/Prospectus, each of the Company and Parent shall use its reasonable best efforts to cause the Amended Joint Proxy Statement/Prospectus to be distributed to the stockholders of the Company and the shareholders of Parent (as applicable). No filing of, or amendment or supplement to to, the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, shall S-4 will be made by the Company or Parent, as applicable, and no response to any comments of filing of, or amendment or supplement to, the SEC or its staff with respect thereto shall be submitted Proxy Statement will made by the Company or ParentCompany, as applicable, in each case without providing the other party a reasonable opportunity to review and comment thereon and giving due consideration to inclusion in the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or any such response, comments reasonably proposed by either party. Both parties shall notify the other party promptly of the receipt of any comments from the staff of the SEC with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, and of any request by the staff of the SEC for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or for additional information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the staff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4. (b) None of the information supplied or to be supplied by the Company or Parent for inclusion or incorporation by reference into (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) the Joint Proxy Statement/Prospectus will, at the date of distribution to stockholders of the Company, at the time of the Company Stockholders Meeting to be held in connection with the Merger, at the date of distribution to shareholders of Parent and at the time of the Parent Stockholders Meeting to be held in connection with the Issuance, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; providing, that, in each case of (i) and (ii), neither party shall be responsible or liable for any statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference thereinthereon. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote Effective Time any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to either the Joint Form S-4 or the Proxy Statement/Prospectus or Form S-4, as applicable, so that either such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that which discovers such information shall promptly notify the other party parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, distributed to the stockholders of the Company and disseminated to the shareholders of Parent. (c) Each of the Company and Parent Company. The parties shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall be made by either party with respect to statements made or incorporated by reference therein based on information supplied by the notify each other party for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with respect to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunder. (d) Each party will advise the other party promptly after it receives notice thereof, of the time when the Form S-4 becomes has become effective, of the issuance of any stop order, the order or suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC for amendment or the staff of the Joint SEC for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of (i) all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement/Prospectus , the Form S-4 or the Merger and (ii) all orders of the SEC relating to the Form S-4. (b) The Company shall use its reasonable best efforts to, within 120 days following the date of this Agreement, establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders (the "Shareholders' Meeting") solely for the purpose of obtaining the Shareholder Approval. Subject to Section 4.02, the Company shall, through its Board of Directors, recommend to its shareholders approval of this Agreement and shall include such recommendation in the Proxy Statement. Without limiting the generality of the foregoing, but subject to the terms of this Agreement, the Company's obligations pursuant to the first sentence of this Section 5.01(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Takeover Proposal.

Additional Agreements. Section 6.1 Preparation of the Amendment to Joint Proxy Statement/Prospectus and Post-Effective Amendment to Form S-46.01 Schedule 13E-3. (a) On July 2As soon as practicable following the date of this Agreement, 2021, Parent filed with the SEC a registration statement on Form S-4 under the Securities Act but in any event within fifteen (including a preliminary joint proxy statement/prospectus, as amended or supplemented from time to time prior to 15) Business Days after the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Company, Parent Common Stock in the and Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, (i) the Company and Parent Sub shall jointly prepare and cause to be filed with the SEC an amendment to the Original Joint Proxy Statement/Prospectus a Rule 13e-3 transaction statement on Schedule 13E-3 (such Schedule 13E-3, as amended or supplemented from time supplemented, being referred to time, herein as the “Amended Joint Proxy Statement/Prospectus” and, together 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-4Schedule 13E-3”). Each of the Company, Parent and the Company Merger Sub shall use its reasonable best efforts to have ensure that the Amended Form S-4 declared effective by Schedule 13E-3 complies in all material respects with the SEC, and to keep requirements of the Amended Form S-4 effective as long as is necessary to consummate the Merger Exchange Act and the other transactions contemplated herebyrules and regulations promulgated thereunder. 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 Each of the Amended Joint Proxy Statement/Prospectus Company, Parent and the Company shall furnish to Parent all information relating to the Company as may be reasonably requested by Parent in connection with any such action and the preparation and filing of the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4. Subject to applicable Law, as promptly as reasonably practicable after the SEC or its staff advises that it has no further comments on the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4 or that the Company and Parent may commence mailing the Amended Joint Proxy Statement/Prospectus, each of the Company and Parent Merger Sub shall use its reasonable best efforts to cause the Amended Joint Proxy Statement/Prospectus to be distributed to the stockholders of the Company and the shareholders of Parent (as applicable). No filing of, or amendment or supplement to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, shall be made by the Company or Parent, as applicable, and no response respond promptly to any comments of the SEC or its staff with respect thereto shall be submitted by the Company or Parent, as applicable, without providing the other party a reasonable opportunity to review and comment thereon and giving due consideration to inclusion in the Amended Joint Proxy Statement/Prospectus or Amended Form S-4, as applicable, or any such response, comments reasonably proposed by either party. Both parties shall notify the other party promptly of the receipt of any comments from the staff of the SEC with respect to the Amended Joint Proxy StatementSchedule 13E-3. Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to the Company in the preparation, filing and mailing/Prospectus or distribution of the Amended Form S-4, as applicable, Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any request by the staff of comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Amended Joint Proxy Statement/Prospectus or Amended Form S-4Schedule 13E-3, as applicable, or for additional information. The the Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC notify Parent and Merger Sub and shall supply the other party provide Parent with copies of all correspondence between such party or any of the Company and its Representativesrepresentatives, on the one hand, and the staff of the SECSEC and its staff, on the other hand, . Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable period of time to the Amended Joint Proxy Statement/Prospectus review and comment on such document or the Amended Form S-4response and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith. (b) None 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 or Parent Company, as applicable, expressly for inclusion or incorporation by reference into (i) in the Form S-4 will, at the time the Form S-4 is Schedule 13E-3 or any other documents filed or to be filed with the SEC or at in connection with the Transactions, will, as of the time it becomes effective under such documents (or any amendment thereof or supplement thereto) are mailed to the Securities Actholders of Shares, contain any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and (ii) the Joint Proxy Statement/Prospectus will, at the date of distribution to stockholders of the Company, at the time of the Company Stockholders Meeting to be held further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger, at Merger will comply as to form and substance in all material respects with the date of distribution to shareholders of Parent and at the time applicable requirements of the Parent Stockholders Meeting to be held 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 connection with the Issuance, such document will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time, any information, fact or circumstance relating to the Company, Parent, Merger Sub or any of their respective Affiliates, or any of their respective officers or directors, is discovered that should be set forth in an amendment or supplement to the the Schedule 13E-3 so that such Schedule 13E-3 will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; providing, that, in each case of (i) and (ii), neither party shall be responsible or liable for any statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus or Form S-4, as applicable, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information information, fact or circumstance shall promptly notify the other party parties hereto and the Company shall file an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law, distributed to the stockholders of the Company and disseminate such to the shareholders of Parent. (c) Each of the Company; provided, that prior to such filing, 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 ActParent, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall be made by either party consult with each other with respect to statements made such amendment or incorporated by reference therein based on information supplied by supplement and shall afford the other party for inclusion or incorporation by reference and their Representatives a reasonable opportunity to comment thereon. (c) As soon as practicable after the SEC staff confirms that it has no further comments on the Schedule 13E-3 but in the Joint Proxy Statement/Prospectus or Form S-4. Parent and any event no later than three (3) days after such confirmation, the Company shall make any other necessary filings (i) mail/distribute or cause to be mailed/distributed the Schedule 13E-3 (together with respect the Plan of Merger) to the Merger under the Securities Act and Exchange Act and the rules and regulations thereunder. (d) Each party will advise the other party promptly after it receives notice thereofholders of Shares, including Shares represented by ADSs, as of the time when the Form S-4 becomes effective, the issuance date of any stop order, the suspension such distribution of the qualification Schedule 13E-3 (the “Record Date”); and (ii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Parent Common Stock issuable in connection Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 (together with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment Plan of the Joint Proxy Statement/Prospectus or the Form S-4Merger) to all Record ADS Holders.