Common use of Additional Agreements Clause in Contracts

Additional Agreements. (a) Without limiting any other provision of this Agreement, including, without limitation, the conditions to the Closing in Sections 6, 7 and 8 and subject to Sections 5.3 and 5.7(b), the Parties shall use commercially reasonable efforts to cause to be taken all actions necessary to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing but subject to Sections 5.3 and 5.7(b), each Party to this Agreement shall use commercially reasonable efforts to (i) make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such Party in connection with the Merger and the other Contemplated Transactions; (ii) obtain each consent (if any) reasonably required to be obtained (pursuant to any applicable Law or Contract, or otherwise) by such Party in connection with the Merger or any of the other Contemplated Transactions or for such Contract to remain in full force and effect; (iii) lift any injunction prohibiting, or any other legal bar to, the Merger or any of the other Contemplated Transactions; (iv) satisfy the conditions precedent to the consummation of this Agreement and (v) execute and deliver any additional instruments that are or may become reasonably necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including the Merger, and to carry out fully the purposes of this Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, and subject to Section 5.3, no Party shall have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available to any Person any Intellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date); (v) to make or cause any of its Subsidiaries to make any commitment or agree to any undertaking (to any Governmental Authority or otherwise) regarding its future operations. (c) Each of Innovate and Merger Sub will take all actions necessary to (i) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (ii) ensure that Merger Sub prior to the Effective Time shall not conduct any business, incur or guarantee any Indebtedness or any other liabilities or make any investments, other than those activities incident to its obligations under this Agreement or the transactions contemplated hereby.

Additional Agreements. (a) Without limiting any other provision of this Agreement, including, without limitation, the conditions Subject to the Closing in Sections 6, 7 and 8 and subject to Sections 5.3 and 5.7(bSection 5.2(c), the Parties Sellers and the Purchaser shall use commercially all reasonable efforts to take, or cause to be taken taken, all actions necessary to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing foregoing, but subject to Sections 5.3 and 5.7(bSection 5.2(c), each Party party to this Agreement shall use commercially reasonable efforts to (i) shall make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such Party party in connection with the Merger Transactions on a timely basis, including filing with the appropriate foreign Governmental Bodies any notification or other forms required to be filed under applicable foreign antitrust laws with respect to the Transactions, together with a request for early termination of any applicable waiting period; and the other Contemplated Transactions; (ii) shall use all commercially reasonable efforts to obtain each consent Consent (if any) reasonably required to be obtained (pursuant to any applicable Law or Contract, or otherwiseincluding the Consents set forth in Part 6.3 of the Disclosure Schedule) by such Party party in connection with the Merger or Transactions on a timely basis; provided, however, that the Sellers shall have no obligation to use any efforts to obtain any of the other Contemplated Transactions Consents identified in Part 5.2 of the Disclosure Schedule; and provided further, that in the event that Parent notifies the Purchaser in writing during the Pre-Closing Period that Parent believes it would be in the best interests of the Sellers and the Purchaser not to attempt to obtain (or for to delay obtaining) any particular Consent that is not identified in either Part 6.3 of the Disclosure Schedule or Part 5.2 of the Disclosure Schedule ("Designated Consent"), Parent shall not be required to use any further efforts to obtain such Contract Designated Consent (or may delay efforts to remain in full force obtain such Designated Consent) unless the Purchaser reasonably objects to such notice; and effect; (iii) lift the parties shall cooperate with each other and their respective Representatives, and prepare and make available such documents and take such other actions as any injunction prohibitingparty may request in good faith, in connection with any filing, notice or any other legal bar toConsent that such party is required or elects to make, the Merger give or any of obtain. Each party shall promptly deliver to the other Contemplated Transactions; (iv) satisfy party a copy of each such filing made, each such notice given and each such Consent obtained by the conditions precedent to first party during the consummation of this Agreement and (v) execute and deliver any additional instruments that are or may become reasonably necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including the Merger, and to carry out fully the purposes of this AgreementPre-Closing Period. (b) The parties shall use all reasonable efforts to ensure that during the Pre-Closing Period, the Parent Entities and their respective Representatives and the Purchaser and the Purchaser's Representatives, cooperate with each other to prepare and make available such documents and take such other actions as the Purchaser or the Sellers may reasonably request in good faith, in connection with any filing, notice or Consent that the Purchaser or the Sellers are required or elect to make, give or obtain. (c) Notwithstanding anything to the contrary contained in this AgreementAgreement (but without in any way limiting the Designated Contractual Obligations required to be assumed by the Purchaser at the Closing), and subject to Section 5.3, no Party the Purchaser shall not have any obligation under this Agreement: Agreement (i) to dispose of or transfer or cause any of its Subsidiaries subsidiaries to dispose of or transfer any assets; , (ii) to discontinue or cause any of its Subsidiaries subsidiaries to discontinue offering any product or service; , (iii) to license or otherwise make available, or cause any of its Subsidiaries subsidiaries to license or otherwise make available available, to any Person Person, any technology, software or other Technology or Intellectual Property; Property Right, (iv) to hold separate or cause any of its Subsidiaries subsidiaries to hold separate any assets or operations (either before or after the Closing Date); , (v) to make or cause any of its Subsidiaries subsidiaries to make any commitment or agree to any undertaking (to any Governmental Authority Body or otherwise) regarding its future operations. operations or (cvi) Each of Innovate and Merger Sub will take all actions necessary to (i) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (ii) ensure that Merger Sub prior contest any Proceeding relating to the Effective Time shall Transactions if the Purchaser determines in good faith that contesting such Proceeding might not conduct any business, incur or guarantee any Indebtedness or any other liabilities or make any investments, other than those activities incident to its obligations under this Agreement or the transactions contemplated herebybe advisable.

Additional Agreements. (a) Without limiting any other provision of this Agreement, including, without limitation, the conditions Subject to the Closing in Sections 6terms and conditions herein provided, 7 and 8 and subject each of the parties hereto agrees to Sections 5.3 and 5.7(b), the Parties shall use commercially its reasonable best efforts to take, or cause to be taken taken, all actions necessary and to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing but subject to Sections 5.3 and 5.7(b)do, each Party to this Agreement shall use commercially reasonable efforts to (i) make all filings and other submissions (if any) and give all notices (if any) required or cause to be made and given by such Party in connection with the Merger and the other Contemplated Transactions; (ii) obtain each consent (if any) reasonably required to be obtained (pursuant to any applicable Law or Contractdone, or otherwise) by such Party in connection with the Merger or any of the other Contemplated Transactions or for such Contract to remain in full force and effect; (iii) lift any injunction prohibiting, or any other legal bar to, the Merger or any of the other Contemplated Transactions; (iv) satisfy the conditions precedent to the consummation of this Agreement and (v) execute and deliver any additional instruments that are or may become reasonably all things necessary, proper or advisable to consummate and make effective as promptly as practicable the Mergers and to cooperate with each other in connection with the foregoing, including the taking of such actions as are necessary to obtain any necessary consents, approvals, orders, exemptions and authorizations by or from any public or private third party, including, without limitation, any that are required to be obtained under any federal, state or local Law or any Contract to which the Company, Properties or any La Quinta Subsidiary is a party or by which any of their respective properties or assets are bound, to defend all lawsuits or other legal proceedings challenging this Agreement or the consummation of the Mergers, to effect all necessary registrations and Other Filings, including, but not limited to, filings under the HSR Act, if any, and submissions of information requested by a Governmental Entity, and to use its best efforts to cause to be lifted or rescinded any Order or other order adversely affecting the ability of the parties to consummate the Mergers. In the event that any of the La Quinta Entities or any of the La Quinta Subsidiaries shall fail to obtain any third party consent described above, the La Quinta Entity or such La Quinta Subsidiary, as applicable, shall use its reasonable best efforts, and shall take such actions as are reasonably requested by Parent, to minimize the adverse effect upon the La Quinta Entities and Parent and their respective businesses resulting, or which could reasonably be expected to result, after the Effective Time, from the failure to obtain such consent. Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any person (other than a Governmental Entity) with respect to any transaction contemplated by this Agreement, (i) without the prior written consent of Parent which shall not be unreasonably withheld, none of the La Quinta Entities or any of the La Quinta Subsidiaries shall pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any Liability or other obligation due to such person and (ii) none of Parent, Company MergerCo or Properties MergerCo or their respective affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or to incur any Liability or other obligation. (b) The La Quinta Entities shall notify Parent promptly of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this AgreementAgreement (and the response thereto from the La Quinta Entities, including the MergerLa Quinta Subsidiaries or their Representatives), and to carry out fully the purposes of this Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, and subject to Section 5.3, no Party shall have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets; (ii) to discontinue any communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from the La Quinta Entities, the La Quinta Subsidiaries or cause any of its Subsidiaries to discontinue offering any product or service; their Representatives), (iii) to license any material Legal Actions threatened or commenced against or otherwise make available, or cause affecting any of its the La Quinta Entities or the La Quinta Subsidiaries that are related to license the transactions contemplated by this Agreement or otherwise make available to any Person any Intellectual Property; (iv) any event, change, occurrence, circumstance or development between the date of this Agreement and the Effective Time which causes or is reasonably likely to hold separate or cause any the conditions set forth in Sections 8.2(a) and 8.2(b) of its Subsidiaries this Agreement not to hold separate any assets or operations (either before or after the Closing Date); (v) to make or cause any of its Subsidiaries to make any commitment or agree to any undertaking (to any Governmental Authority or otherwise) regarding its future operationsbe satisfied. (c) Each Parent shall notify the Company promptly of Innovate and Merger Sub will take all actions necessary to (i) cause Merger Sub to perform any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from Parent or its obligations under Representatives), (ii) any communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from Parent or its Representatives), or (iii) any event, change, occurrence, circumstance or development between the date of this Agreement and the Effective Time which causes or is reasonably likely to consummate cause the Merger on the terms and conditions set forth in Sections 8.3(a) and 8.3(b) of this Agreement and not to be satisfied. (iid) ensure that Merger Sub prior The delivery of any notice pursuant to this Section 7.3 shall not limit or otherwise affect the remedies available hereunder to the Effective Time shall not conduct any business, incur or guarantee any Indebtedness or any other liabilities or make any investments, other than those activities incident to its obligations under this Agreement or the transactions contemplated herebyparty receiving such notice.

Additional Agreements. 7.1 Consents and regulatory approvals (a) Without limiting any other provision The terms of the Acquisition will be set out in the Rule 2.7 Announcement and the Scheme Document, to the extent required by applicable Law. (b) Subject to the terms and conditions of this AgreementAgreement the Parties agree to use their respective reasonable endeavours to achieve satisfaction of the Conditions as promptly as reasonably practicable following the publication of the Scheme Document and in any event no later than the End Date. (c) If, includingat any time, without limitationany Party became aware of a fact or circumstance that could reasonably be expected to prevent any of the Conditions being fulfilled, the conditions it will promptly give notice to the Closing in Sections 6other Parties. (d) Subject to the terms and conditions hereof, 7 Target, Bidder and 8 and subject to Sections 5.3 and 5.7(b)Bidco shall each use its reasonable endeavours to: (i) take, the Parties shall use commercially reasonable efforts to or cause to be taken taken, all actions necessary to consummate the Merger reasonable actions, and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing but subject to Sections 5.3 and 5.7(b)do, each Party to this Agreement shall use commercially reasonable efforts to (i) make all filings and other submissions (if any) and give all notices (if any) required or cause to be made done, and given by such Party to assist and cooperate with each other in connection with the Merger and the other Contemplated Transactions; (ii) obtain each consent (if any) reasonably required to be obtained (pursuant to any applicable Law or Contractdoing, or otherwise) by such Party in connection with the Merger or any of the other Contemplated Transactions or for such Contract to remain in full force and effect; (iii) lift any injunction prohibiting, or any other legal bar to, the Merger or any of the other Contemplated Transactions; (iv) satisfy the conditions precedent to the consummation of this Agreement and (v) execute and deliver any additional instruments that are or may become all things reasonably necessary, proper or advisable to consummate and make effective the transactions Transactions contemplated hereby as promptly as practicable; (ii) as promptly as reasonably practicable, make all filings, and thereafter make any other required or appropriate submissions, that are required or reasonably necessary to obtain all Clearances necessary to consummate the Transactions contemplated by this Agreement, including the Merger, and to carry out fully the purposes of this Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, and subject to Section 5.3, no Party shall have any obligation under this Agreementincluding: (i) if necessary, under the HSR Act, (ii) if necessary, under any other applicable Antitrust Laws or Foreign Investment Laws, (iii) under the Takeover Rules and the Act or (iv) as required by the High Court; (iii) keep each other reasonably informed of all written or material oral communications to dispose of or transfer from third parties (including any Relevant Authority) with respect to the Clearances; and (iv) as promptly as reasonably practicable, take reasonable actions necessary, proper and advisable to obtain from, make with or cause provide to any third party (including any Relevant Authority) any Clearances required to be obtained, made or provided by either Target or Bidder or any of its their respective Subsidiaries in connection with the consummation of the Transactions contemplated hereby; provided, however, that notwithstanding anything in this Agreement to dispose the contrary, in no event shall either Target or Bidder or any of their respective Subsidiaries be required to pay, prior to the Effective Time, any material fee, penalty or transfer other consideration to any assetsthird party for any Clearance required in connection with the consummation of the Transactions contemplated by this Agreement under any contract or agreement, other than customary filing or application fees to a Regulatory Authority in connection with required regulatory approvals. (e) Subject to the terms and conditions hereof, Target and Bidder each agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any Clearances required or (which the parties acting reasonably agree) advisable in connection with the consummation of the Transactions contemplated hereby under the HSR Act and any Antitrust Laws or Foreign Investment Laws. Target and Bidder shall each provide as promptly as practicable such information and documentary material as may be requested by a Relevant Authority following any such filing or notification. Target and Bidder shall consult and cooperate with one another, and consider in good faith the views of one another, regarding the form and content of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of either Target or Bidder in connection with proceedings under or relating to any Antitrust Law or Foreign Investment Law prior to their submission. (f) Subject to the provisos in Clause 7.1(e) and to the fullest extent permissible under applicable Law, Target and Bidder shall (i) promptly advise each other of (and Target and Bidder shall so advise with respect to written or material oral communications received by any Subsidiary of Target or Bidder, as the case may be) any written or material oral communication to or from any Relevant Authority in connection with the consummation of the Transactions contemplated by this Agreement; (ii) to discontinue not participate in any meeting or cause discussion with any Relevant Authority in respect of its Subsidiaries to discontinue offering any product or service; (iii) to license or otherwise make availablefiling, investigation, or cause any of its Subsidiaries to license or otherwise make available to any Person any Intellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date); (v) to make or cause any of its Subsidiaries to make any commitment or agree to any undertaking (to any Governmental Authority or otherwise) regarding its future operations. (c) Each of Innovate and Merger Sub will take all actions necessary to (i) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (ii) ensure that Merger Sub prior to the Effective Time shall not conduct any business, incur or guarantee any Indebtedness or any other liabilities or make any investments, other than those activities incident to its obligations under enquiry concerning this Agreement or the transactions contemplated herebyby this Agreement unless it consults with the other in advance, and, unless prohibited by such Relevant Authority, gives the other the opportunity to attend; and (iii) promptly furnish the other or its counsel with copies of all correspondence, filings, and written communications between them and their Subsidiaries and Representatives, on the one hand, and any Relevant Authority or its respective staff, on the other hand, with respect to this Agreement and the Transactions contemplated by this Agreement, except that materials may be redacted, (A) as necessary to comply with contractual arrangements or address reasonable privilege or confidentiality concerns (provided that the redacting Party shall use its reasonable best efforts to cause such information to be provided in a manner that would not result in such privilege concerns) and (B) to prevent the exchange of confidential information as required by applicable Law. With respect to any notice, documentation or other communication required to be given by either Target or Bidder to the other pursuant to this Clause 7.1(f), such first Party may give such notice, documentation or other communication to such second Party’s outside counsel, instead of directly to such second Party, if such first Party reasonably believes that doing so is required by, or advisable pursuant to, applicable Law. Target and Bidder may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the other under this Clause 7.1(f) as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and shall not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance written consent of the other providing such materials. (g) In the event that the latest date on which the High Court and/or the Panel would permit Completion to occur is prior to the date on which any Clearance which is mandatory and material in the context of the Transaction is or is likely to be received, the Target and Bidder shall use their respective reasonable best efforts to obtain consent of the High Court and/or the Panel, as applicable, to an extension of such latest date (but not beyond the End Date). If (i) the High Court and/or the Panel require the lapsing of the Scheme prior to the End Date, (ii) Condition 1 fails to be satisfied or (iii) the Scheme lapses pursuant to paragraph 8 of Appendix I to the Rule 2.7 Announcement as a result of the Scheme failing to have become effective on or prior to the End Date, the Target and Bidder shall (unless and until this Agreement is terminated pursuant to Clause 9) take all reasonable actions required in order to re-initiate the Scheme process as promptly as reasonably practicable (it being understood that no such lapsing described in (i), (ii) or (iii) of this Clause 7.1(g) shall, in and of itself, result in a termination of, or otherwise affect any rights or obligations of any Party under, this Agreement).

Additional Agreements. (a) Without limiting any other provision of this Agreement, including, without limitation, the conditions Subject to the Closing in Sections 6, 7 and 8 and subject to Sections 5.3 and 5.7(bSection 5.8(b), the Parties shall use commercially reasonable efforts to cause to be taken all actions necessary to consummate the Merger and make effective the other Contemplated TransactionsTransactions and to vest Xcyte with full right, title, interest and possession of and to all of the Cyclacel Shares. Without limiting the generality of the foregoing foregoing, but subject to Sections 5.3 and 5.7(bSection 5.8(b), each Party to this Agreement shall use commercially reasonable efforts to Agreement: (i) shall make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such Party in connection with the Merger and the other Contemplated TransactionsTransaction; (ii) shall use commercially reasonable efforts to obtain each consent Consent (if any) reasonably required to be obtained (pursuant to any applicable Law Legal Requirement or Contract, or otherwise) by such Party in connection with the Merger or any of the other Contemplated Transactions or for such Contract to remain in full force and effect; (iii) shall use commercially reasonable efforts to lift any injunction prohibiting, or any other legal bar to, the Merger or any of the other Contemplated Transactions; and (iv) shall use all commercially reasonable efforts to satisfy the conditions precedent to the consummation of this Agreement and (v) execute and deliver the Transactions. Each Party shall provide to the other Party a copy of each proposed filing with or other submission to any additional instruments that are or may become reasonably necessary, proper or advisable Governmental Body relating to consummate the transactions contemplated by this Agreement, including the MergerTransactions, and shall give the other Party a reasonable time prior to carry out fully making such filing or other submission in which to review and comment on such proposed filing or other submission. Each Party shall promptly deliver to the purposes other Party a copy of this Agreementeach such filing or other submission made, each notice given and each Consent obtained by such Party during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, and subject to Section 5.3, no Party shall have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available to any Person any Intellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date); (v) to make or cause any of its Subsidiaries to make any commitment or agree to any undertaking (to any Governmental Authority or otherwise) regarding its future operations. (c) Each of Innovate and Merger Sub will take all actions necessary to (i) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (ii) ensure that Merger Sub prior to the Effective Time shall not conduct any business, incur or guarantee any Indebtedness or any other liabilities or make any investments, other than those activities incident to its obligations under this Agreement or the transactions contemplated hereby.make

Additional Agreements. (aI agree to the following: A. That all persons who signed the Loan Documents or their authorized representative(s) Without limiting any other provision of have signed this Agreement, including, without limitation, the conditions to the Closing in Sections 6, 7 and 8 and subject to Sections 5.3 and 5.7(b), the Parties shall use commercially reasonable efforts to cause to be taken all actions necessary to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing but subject to Sections 5.3 and 5.7(b), each Party to this Agreement shall use commercially reasonable efforts to unless (i) make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such Party in connection with the Merger and the other Contemplated Transactionsa borrower or co-borrower is deceased; (ii) obtain each consent 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. B. 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. C. 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. D. That this Agreement constitutes notice that Lender’s waiver as to payment of Escrow Items, if any) reasonably required , has been revoked, and I have been advised of the amount needed to be obtained (pursuant to any applicable Law or Contractfully fund my escrow account. E. That the Loan Documents as modified by this Agreement are duly valid, binding agreements, enforceable in accordance with their terms and are hereby reaffirmed. F. That all terms and provisions of the Loan Documents, except as expressly modified by this Agreement, or otherwise) by such Party in connection with the Merger or any of the other Contemplated Transactions or for such Contract to U.S. Bankruptcy Code, remain in full force and effect; (iii) lift any injunction prohibitingnothing in this Agreement shall be understood or construed to be 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, and as expressly modified by, this Agreement, or by the U.S. Bankruptcy Code, the Lender and I will be bound by, and will comply with, all of the terms and conditions of the Loan Documents. G. That, as of the Modification Effective Date, notwithstanding any other legal bar provision of the Loan Documents, if all or any part of the Property or any interest in it is sold or transferred without Lender’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 the date the notice is delivered or mailed within which I must pay all sums secured by the Mortgage. If I fail to pay these sums prior to the expiration of this period, Lender may invoke any remedies permitted by the Mortgage without further notice or demand on me. H. That, as of the Modification Effective Date, I understand that Lender will only allow the transfer and assumption of the Loan, including this Agreement, to a transferee of my property as permitted under the ▇▇▇▇ 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 assigned to, the Merger or any assumed by, a buyer or transferee of the other Contemplated Transactions; (iv) satisfy Property. I. That, as of the conditions precedent Modification Effective Date, if any provision in the Note or in any addendum or amendment to the consummation Note allowed for the assessment of a penalty for full or partial prepayment of the Note, such provision is null and void. J. 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 ensure that the modified mortgage Loan is in first lien position and/or is fully enforceable upon modification and that if, under any circumstance and not withstanding anything else to the 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 Modification Effective Date and the Agreement will be null and void. K. That I will execute such other documents as may be reasonably necessary to either (vi) execute and deliver any additional instruments that are or may become reasonably necessary, proper or advisable to consummate the transactions contemplated 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 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, including and I will not be eligible for a modification under the MergerProgram. L. 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 carry out fully the purposes disclosure of my personal information and the terms of a trial period plan, if applicable, and this AgreementAgreement by Lender to any investor, insurer, guarantor or servicer in connection with the Program, or to any HUD certified housing counselor. (b) Notwithstanding anything M. That if any document related to the contrary contained in this Agreement, and subject to Section 5.3, no Party shall have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available to any Person any Intellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date); (v) to make or cause any of its Subsidiaries to make any commitment or agree to any undertaking (to any Governmental Authority or otherwise) regarding its future operations. (c) Each of Innovate and Merger Sub will take all actions necessary to (i) cause Merger Sub to perform its obligations under Loan Documents and/or this Agreement is lost, misplaced, misstated, inaccurately reflects the true and to consummate the Merger on the correct terms and conditions set forth in this Agreement of the Loan as modified, or is otherwise missing, I will comply with Lender's request to execute, acknowledge, initial and (ii) ensure that Merger Sub prior deliver to Lender any documentation Lender deems necessary. If the Effective Time shall not conduct Note is replaced, Lender hereby indemnifies me against any business, incur or guarantee any Indebtedness or any other liabilities or make any investments, other than those activities incident to its obligations loss associated with a demand on the Note. All documents Lender requests of me under this Agreement or Section 4(M) shall be referred to as "Documents." I agree to deliver the transactions contemplated herebyDocuments within ten (10) days after I receive Lender’s written request for such replacement. N. 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 mortgage insurance may change as a result of the New Principal Balance.

Additional Agreements. (a) Without limiting Subject to the terms and conditions herein provided, but subject to the obligation to act in good faith, and subject at all times to the Company’s and its directors’ and Parent’s and its directors’, as applicable, right and duty to act in a manner consistent with their duties, each of the Parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the Mergers and to cooperate with each other in connection with the foregoing, including the taking of such actions as are necessary to obtain any necessary or as reasonably determined by Parent and the Company advisable consents, approvals, orders, exemptions, waivers and authorizations by or from (or to give any notice to) any public or private third party, including any that are required to be obtained or made under any Law or any contract, agreement or instrument to which the Company or any Company Subsidiary or Parent, Parent OP or any Parent Subsidiary, as applicable, is a party or by which any of their respective properties or assets are bound, to defend all lawsuits or other legal proceedings challenging this Agreement or the consummation of the Mergers, to effect all necessary registrations and Other Filings and submissions of information requested by a Governmental Authority, and to use its reasonable best efforts to cause to be lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the Parties to consummate the Mergers. (b) In furtherance and not in limitation of the foregoing, and notwithstanding any other provision of this Agreement to the contrary, each of the Parties hereto shall (i) use its reasonable best efforts to resolve objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Laws, including defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby (including seeking to have any stay, temporary restraining order or preliminary injunction entered by any court or other Governmental Authority vacated or reversed), and (ii) use its reasonable best efforts to take, or cause to be taken, all such further actions as may be necessary to resolve such objections, if any, as any Governmental Authority or any other Person may assert under any Law with respect to the Mergers and the other transactions contemplated hereby, and to avoid or eliminate each and every impediment under any Law so as to enable the Closing to occur as promptly as reasonably practicable and, in any event, no later than the Drop Dead Date, including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture, license or disposition of any assets of Parent, the Company or any of their respective Subsidiaries or Affiliates, and (y) otherwise taking or committing to take any actions that after the Closing would limit the freedom of Parent, the Company or their respective Subsidiaries’ or Affiliates’ freedom of action with respect to one or more of Parent’s, the Company’s or their Subsidiaries’ businesses or assets, in each case as may be required in order to effect the satisfaction of the conditions to the Mergers set forth in Article VIII and to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding that would otherwise have the effect of preventing or materially delaying the Closing; provided, however, that neither Parent nor the Company nor their respective Subsidiaries or Affiliates shall be required to become subject to, or consent or agree to or otherwise take any action with respect to, any judgment, order, decree, requirement, condition, understanding or agreement of or with a Governmental Authority to sell, to license, to hold separate or otherwise dispose of, or to conduct, restrict, operate, or otherwise change their assets or businesses, unless such judgment, order, decree, requirement, condition, understanding or agreement is conditioned upon the occurrence of the Closing; provided, further, that Parent, the Company and their respective Subsidiaries and Affiliates shall not be required to (and the Company shall not, and shall cause its Subsidiaries and Affiliates not to, without Parent’s prior written consent) take any action described in this Section 7.3(b) or otherwise offer, negotiate, agree to, consent to or effect any remedy, condition, commitment or undertaking of any kind, to the extent that such action, remedy, condition, commitment or undertaking would reasonably be expected to, individually or in the aggregate, materially impair the benefits or advantages that Parent expects to receive from the transactions contemplated by this Agreement, the value or economics of the transactions contemplated by this Agreement to Parent, or the business plan or business strategy of the combined company. Notwithstanding the foregoing or any other provision of this Agreement, including, without limitation, the conditions nothing in this Section 7.3 shall limit a Party’s right to the Closing in Sections 6, 7 and 8 and subject to Sections 5.3 and 5.7(b), the Parties shall use commercially reasonable efforts to cause to be taken all actions necessary to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing but subject to Sections 5.3 and 5.7(b), each Party to terminate this Agreement shall use commercially reasonable efforts pursuant to (i) make all filings and other submissions (if any) and give all notices (if any) required to be made and given by Section 9.1 so long as such Party in connection has, prior to such termination, been complying with the Merger and the other Contemplated Transactions; (ii) obtain each consent (if any) reasonably required to be obtained (pursuant to any applicable Law or Contract, or otherwise) by such Party in connection with the Merger or any of the other Contemplated Transactions or for such Contract to remain in full force and effect; (iii) lift any injunction prohibiting, or any other legal bar to, the Merger or any of the other Contemplated Transactions; (iv) satisfy the conditions precedent to the consummation of this Agreement and (v) execute and deliver any additional instruments that are or may become reasonably necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including the Merger, and to carry out fully the purposes of this Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, and subject to Section 5.3, no Party shall have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available to any Person any Intellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date); (v) to make or cause any of its Subsidiaries to make any commitment or agree to any undertaking (to any Governmental Authority or otherwise) regarding its future operations. (c) Each of Innovate and Merger Sub will take all actions necessary to (i) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (ii) ensure that Merger Sub prior to the Effective Time shall not conduct any business, incur or guarantee any Indebtedness or any other liabilities or make any investments, other than those activities incident to its obligations under this Agreement or the transactions contemplated herebySection 7.3.

Additional Agreements. (a) Without limiting any other provision Upon the terms and subject to the conditions hereof and as soon as practicable after the conditions set forth in Article VIII hereof have been fulfilled or waived, each of this Agreementthe Parties, including, without limitation, Parent, U S WEST Merger Sub and Global Merger Sub when they become parties hereto, shall execute in the manner required by Delaware Law and Bermuda Law and deliver to and file with the Secretary of State of the State of Delaware and with the Registrar of Companies in Bermuda such instruments and agreements as may be required by Delaware Law and Bermuda Law and the Parties shall take all such other and further actions as may be required by law to make the Mergers effective. Prior to the filings referred to in this Section 7.3(b), a closing (the "Closing") will be held at the offices of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ (or such other place as the Parties may agree) for the purpose of confirming all the foregoing. The Closing will take place upon the fulfillment or waiver of all of the conditions to closing set forth in Article VIII of this Agreement, or as soon thereafter as practicable (the date of the Closing in Sections 6, 7 and 8 and subject being herein referred to Sections 5.3 and 5.7(bas the "Closing Date"), . (b) Each of the Parties shall will comply in all material respects with all applicable laws and with all applicable rules and regulations of any Governmental or Regulatory Authority, in connection with its execution, delivery and performance of this Agreement and the transactions contemplated hereby. Each of the Parties agrees to use all commercially reasonable efforts to obtain in a timely manner all necessary waivers, consents and approvals and to effect all necessary registrations and filings, and to use all commercially reasonable efforts to take, or cause to be taken taken, all other actions necessary and to do, or cause to be done, all other things necessary, proper or advisable to consummate the Merger and make effective as promptly as practicable the other Contemplated Transactionstransactions contemplated by this Agreement. Without limiting the generality of the foregoing but subject to Sections 5.3 and 5.7(b)foregoing, each Party to this Agreement of Global and U S WEST shall promptly prepare and file a Premerger Notification in accordance with the HSR Act, shall promptly comply with any requests for additional information, and shall use its commercially reasonable efforts to (i) make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such Party in connection with the Merger and the other Contemplated Transactions; (ii) obtain each consent (if any) reasonably required to be obtained (pursuant to any applicable Law or Contract, or otherwise) by such Party in connection with the Merger or any termination of the other Contemplated Transactions or for such Contract to remain in full force and effect; (iii) lift any injunction prohibiting, or any other legal bar to, the Merger or any of the other Contemplated Transactions; (iv) satisfy the conditions precedent to the consummation of this Agreement and (v) execute and deliver any additional instruments that are or may become reasonably necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including the Merger, and to carry out fully the purposes of this Agreementwaiting period thereunder as promptly as practicable. (b) Notwithstanding anything to the contrary contained in this Agreement, and subject to Section 5.3, no Party shall have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available to any Person any Intellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date); (v) to make or cause any of its Subsidiaries to make any commitment or agree to any undertaking (to any Governmental Authority or otherwise) regarding its future operations. (c) Each of Innovate and Merger Sub will take all actions necessary to (i) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (ii) ensure that Merger Sub prior to the Effective Time shall not conduct any business, incur or guarantee any Indebtedness or any other liabilities or make any investments, other than those activities incident to its obligations under this Agreement or the transactions contemplated hereby.

Additional Agreements. (a) Each of the Parties will comply in all material respects with all applicable laws and with all applicable rules and regulations of any Governmental Entity in connection with its execution, delivery and performance of this Agreement and the transactions contemplated hereby. Each of the Parties agrees to use all commercially reasonable efforts to obtain in a timely manner all necessary waivers, consents and approvals and to effect all necessary registrations and filings, and to use all commercially reasonable efforts to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement and to effect all necessary filings under the 1933 Act, the Exchange Act and the HSR Act. Without limiting the generality of the foregoing, each of Verizon and NorthPoint shall promptly prepare and file a Premerger Notification in accordance with the HSR Act, shall promptly comply with any requests for additional information, and shall use its commercially reasonable efforts to obtain termination of the waiting period thereunder as promptly as practicable. (b) Each of Verizon and NorthPoint shall, in connection with the efforts referenced in Section 7.3(a) hereof, (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) promptly inform the other party of any material communication received by such party from, or given by such party to any Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby and (iii) consult with each other in advance of any meeting or conference with any such Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the applicable Governmental Entity or other Person, give the other Party the opportunity to attend and participate in such meetings and conferences. (c) In furtherance and not in limitation of the covenants of the parties contained in Sections 7.3(a) and (b) hereof, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any applicable law, or if any statute, rule, regulation, executive order, decree, injunction or administrative order is enacted, entered or promulgated or enforced by a Governmental Entity which would make the Merger, the Asset Contribution or the other transactions contemplated hereby illegal or otherwise prohibit or materially impair or delay consummation of the transactions contemplated hereby, each of Verizon and NorthPoint shall cooperate in all respects with each other and use all commercially reasonable efforts to contest and resist any such action or proceeding, to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement and to have such statute, rule, regulation, executive order, decree, injunction or administrative order repealed, rescinded or made inapplicable. (d) Nothing in this Agreement shall require Parent, NorthPoint, Verizon or their respective Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner or permit the sale, holding separate or other disposition, of any assets of Parent, NorthPoint, Verizon or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Government Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner, in the aggregate, would have a Material Adverse Effect on Parent, NorthPoint, Verizon or the Verizon DSL Business, after giving effect to the Merger. (e) Notwithstanding the foregoing or any other provision of this Agreement, including, without limitation, the conditions nothing in this Section 7.3 shall limit a Party's right to the Closing in Sections 6, 7 and 8 and subject to Sections 5.3 and 5.7(b), the Parties shall use commercially reasonable efforts to cause to be taken all actions necessary to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing but subject to Sections 5.3 and 5.7(b), each Party to terminate this Agreement shall use commercially reasonable efforts pursuant to (i) make all filings and other submissions (if any) and give all notices (if any) required to be made and given by Section 9.1 hereof so long as such Party has up to then complied in connection all respects with the Merger and the other Contemplated Transactions; (ii) obtain each consent (if any) reasonably required to be obtained (pursuant to any applicable Law or Contract, or otherwise) by such Party in connection with the Merger or any of the other Contemplated Transactions or for such Contract to remain in full force and effect; (iii) lift any injunction prohibiting, or any other legal bar to, the Merger or any of the other Contemplated Transactions; (iv) satisfy the conditions precedent to the consummation of this Agreement and (v) execute and deliver any additional instruments that are or may become reasonably necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including the Merger, and to carry out fully the purposes of this Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, and subject to Section 5.3, no Party shall have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available to any Person any Intellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date); (v) to make or cause any of its Subsidiaries to make any commitment or agree to any undertaking (to any Governmental Authority or otherwise) regarding its future operations. (c) Each of Innovate and Merger Sub will take all actions necessary to (i) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (ii) ensure that Merger Sub prior to the Effective Time shall not conduct any business, incur or guarantee any Indebtedness or any other liabilities or make any investments, other than those activities incident to its obligations under this Agreement or the transactions contemplated herebySection 7.3.

Additional Agreements. (a) Without limiting any other provision of this Agreement, including, without limitation, the conditions Subject to the Closing in Sections 6terms and conditions herein provided, 7 and 8 and subject each of the parties hereto agrees to Sections 5.3 and 5.7(b), the Parties shall use commercially all reasonable efforts to take, or cause to be taken taken, all actions necessary and to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing but subject to Sections 5.3 and 5.7(b)do, each Party to this Agreement shall use commercially reasonable efforts to (i) make all filings and other submissions (if any) and give all notices (if any) required or cause to be made and given by such Party in connection with the Merger and the other Contemplated Transactions; (ii) obtain each consent (if any) reasonably required to be obtained (pursuant to any applicable Law or Contractdone, or otherwise) by such Party in connection with the Merger or any of the other Contemplated Transactions or for such Contract to remain in full force and effect; (iii) lift any injunction prohibiting, or any other legal bar to, the Merger or any of the other Contemplated Transactions; (iv) satisfy the conditions precedent to the consummation of this Agreement and (v) execute and deliver any additional instruments that are or may become reasonably all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Merger Agreement, including the Mergerusing all reasonable efforts to obtain all necessary waivers, consents and approvals, to effect all necessary registrations and filings and to carry out fully lift any injunction or other legal bar to the purposes Merger subject, however, in the case of the Merger Agreement, to the appropriate vote of the shareholders of the Company. Notwithstanding the foregoing, there shall be no action required to be taken and no action will be taken in order to consummate and make effective the transactions contemplated by this AgreementMerger Agreement if such action, either alone or together with another action, would result in a Material Adverse Effect. (b) Notwithstanding anything In case at any time after the Effective Date any further action is necessary or desirable to carry out the contrary contained in purposes of this Merger Agreement, the proper officers, directors and/or trustees of Purchaser, Sub and subject to Section 5.3, no Party the Company shall have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available to any Person any Intellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date); (v) to make or cause any of its Subsidiaries to make any commitment or agree to any undertaking (to any Governmental Authority or otherwise) regarding its future operationstake all such necessary action. (c) Each The Company shall give prompt notice to Purchaser, and Purchaser or Sub shall give prompt notice to the Company, of Innovate and Merger Sub will take all actions necessary to (i) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth any representation or warranty made by it contained in this Merger Agreement and becoming untrue or inaccurate in any respect or (ii) ensure the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Merger Agreement; provided, however, that Merger Sub prior no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the Effective Time shall not conduct any business, incur or guarantee any Indebtedness or any other liabilities or make any investments, other than those activities incident to its obligations of the parties under this Agreement or the transactions contemplated herebyMerger Agreement.

Additional Agreements. 5.1 Commercially Reasonable Efforts and Further Assurances. ------------------------------------------------------ (a) Without limiting any other provision of this Agreement, including, without limitation, the conditions to the Closing in Sections 6, 7 and 8 and subject to Sections 5.3 and 5.7(b), the Parties shall use commercially reasonable efforts to cause to be taken all actions necessary to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality Each of the foregoing but subject to Sections 5.3 and 5.7(b), each Party parties to this Agreement shall use its commercially reasonable efforts to (i) make all filings effectuate the transactions contemplated hereby as promptly as practicable after the date hereof and other submissions (if any) to fulfill and give all notices (if any) required cause to be made and given by such Party in connection with fulfilled the Merger and conditions to closing under this Agreement as promptly as practicable after the other Contemplated Transactions; (ii) obtain each consent (if any) reasonably required to be obtained (pursuant to any applicable Law or Contract, or otherwise) by such Party in connection with the Merger or any date hereof. Each of the parties to this Agreement, at the reasonable request of another party hereto, shall execute and deliver such other Contemplated Transactions instruments and do and perform such other acts and things as may be necessary or desirable for such Contract to remain in full force and effect; (iii) lift any injunction prohibiting, or any other legal bar to, the Merger or any of the other Contemplated Transactions; (iv) satisfy the conditions precedent to effecting completely the consummation of this Agreement and (v) execute and deliver any additional instruments that are or may become reasonably necessary, proper or advisable to consummate the transactions contemplated hereby. (b) Target shall give prompt notice to Acquiror of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, or any failure of Target to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, including in each case such that the Mergerconditions set forth in Section 6.3(a) would not be satisfied; provided, and however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to carry out fully the purposes obligations of the parties under this Agreement. (bc) Notwithstanding anything Acquiror shall give prompt notice to the contrary Target of any representation or warranty made by it or MergerSub or contained in this AgreementAgreement becoming untrue or inaccurate in any material respect, and subject or any failure of Acquiror or MergerSub to Section 5.3comply with or satisfy in any material respect any covenant, no Party shall have any obligation condition or agreement to be complied with or satisfied by it under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available to any Person any Intellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after in each case such that the Closing Date); (v) to make or cause any of its Subsidiaries to make any commitment or agree to any undertaking (to any Governmental Authority or otherwise) regarding its future operations. (c) Each of Innovate and Merger Sub will take all actions necessary to (i) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (iiSection 6.2(a) ensure would not be satisfied; provided, however, that Merger Sub prior no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the Effective Time shall not conduct any business, incur or guarantee any Indebtedness or any other liabilities or make any investments, other than those activities incident to its obligations of the parties under this Agreement or the transactions contemplated herebyAgreement.

Additional Agreements. (aI agree to the following: A. That all persons who signed the Loan Documents or their authorized representative(s) Without limiting any other provision of have signed this Agreement, including, without limitation, the conditions to the Closing in Sections 6, 7 and 8 and subject to Sections 5.3 and 5.7(b), the Parties shall use commercially reasonable efforts to cause to be taken all actions necessary to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing but subject to Sections 5.3 and 5.7(b), each Party to this Agreement shall use commercially reasonable efforts to unless (i) make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such Party in connection with the Merger and the other Contemplated Transactionsa borrower or co-borrower is deceased; (ii) obtain each consent 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) the Lender has waived this requirement in writing. B. That this Agreement shall supersede the terms of any modification, forbearance, Loan Workout Plan or other loss mitigation option that I previously entered into with Lender. C. 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. D. That this Agreement constitutes notice that the Lender’s waiver as to payment of escrow items, if any) reasonably required to be obtained (pursuant to any applicable Law or Contract, or otherwise) by such Party in connection with the Merger or any has been revoked. I have been advised of the other Contemplated Transactions or for such Contract amount needed to fully fund my escrow account and I agree to the establishment of an escrow account. E. That the Loan Documents are composed of duly valid, binding agreements, enforceable in accordance with their terms and are hereby reaffirmed. F. That all terms and provisions of the Loan Documents, except as expressly modified by this Agreement, remain in full force and effect; (iii) lift nothing in this Agreement shall be understood or construed to be 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, and as expressly modified by, this Agreement, the Lender and I will be bound by, and will comply with, all of the terms and conditions of the Loan Documents. G. That, as of the Temporary Loan Payment Modification Effective Date, notwithstanding any injunction prohibitingother provision of the Loan Documents, if all or any part of the Property or any interest in it is sold or transferred without Lender’s prior written consent, Lender may, at its option, require immediate payment in full of all sums secured by the Mortgage. However, 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 the date the notice is delivered or mailed within which I must pay all sums secured by the Mortgage. If I fail to pay these sums prior to the expiration of this period, Lender may invoke any remedies permitted by the Mortgage without further notice or demand on me. H. That, as of the Temporary Loan Payment Modification Effective Date, I understand that the Lender will only allow the transfer and assumption of the Loan, including this Agreement, to a transferee of my property in the case of my death, divorce, or marriage to the same extent as permitted under the ▇▇▇▇ St. ▇▇▇▇▇▇▇ Act, 12 U.S.C. Section 1701j-3. A buyer or transferee of the Property will not be permitted, under any other legal bar circumstance, to assume the Loan. Except as noted herein, this Agreement may not be assigned to, the Merger or any assumed by, a buyer or transferee of the other Contemplated Transactions; (iv) satisfy Property. I. That, as of the conditions precedent Temporary Loan Payment Modification Effective Date, if any provision in the Note or in any addendum or amendment to the consummation Note allowed for the assessment of a penalty for full or partial prepayment of the Note, such provision is null and void. J. 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 to ensure that the modified mortgage loan is in first lien position and/or is fully enforceable upon modification and that if, under any circumstance and not withstanding anything else to the contrary in this Agreement, the 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 Temporary Loan Payment Modification Effective Date and the Agreement will be null and void. K. That I will execute such other documents as may be reasonably necessary to either (vi) execute and deliver any additional instruments that are or may become reasonably necessary, proper or advisable to consummate the transactions contemplated 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 a corrected Agreement will be provided to me for my signature and this Agreement will be void and of no legal effect upon notice of such error. If I elect not to sign any such corrected Agreement, the terms of the original Loan Documents shall continue in full force and effect, such terms will not be modified by this Agreement, including and I will not be eligible for a modification under the MergerTemporary Loan Payment Modification Plan. L. Mortgage Electronic Registration Systems, Inc. (“MERS”) is a separate corporation organized and existing under the laws of Delaware and has an address and telephone number of P.O. Box 2026, Flint, MI 48501-2026, (888) 679-MERS. In cases where the loan has been registered with MERS who has only legal title to the interests granted by the borrower in the mortgage and who is acting solely as nominee for ▇▇▇▇▇▇ and ▇▇▇▇▇▇’s successors and assigns, MERS has the right: to exercise any or all of those interests, including, but not limited to, the right to foreclose and sell the Property; and to carry out fully take any action required of Lender including, but not limited to, releasing and canceling the purposes of this Agreementmortgage loan. (b) Notwithstanding anything M. That if any document related to the contrary contained in this Agreement, and subject to Section 5.3, no Party shall have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available to any Person any Intellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date); (v) to make or cause any of its Subsidiaries to make any commitment or agree to any undertaking (to any Governmental Authority or otherwise) regarding its future operations. (c) Each of Innovate and Merger Sub will take all actions necessary to (i) cause Merger Sub to perform its obligations under Loan Documents and/or this Agreement is lost, misplaced, misstated, inaccurately reflects the true and to consummate the Merger on the correct terms and conditions set forth in this Agreement of the Loan as modified, or is otherwise missing, I will comply with the Lender's request to execute, acknowledge, initial and (ii) ensure that Merger Sub prior deliver to the Effective Time shall not conduct Lender any businessdocumentation the Lender deems necessary. If the Note is replaced, incur or guarantee the Lender hereby indemnifies me against any Indebtedness or any other liabilities or make any investments, other than those activities incident to its obligations loss associated with a demand on Note. All documents the Lender requests of me under this Agreement or Section 4.M. shall be referred to as "Documents." I agree to deliver the transactions contemplated hereby.Documents within ten

Additional Agreements. (aI agree to the following: That all persons who signed the Loan Documents or their authorized representative(s) Without limiting any other provision of have signed this Agreement, including, without limitation, the conditions to the Closing in Sections 6, 7 and 8 and subject to Sections 5.3 and 5.7(b), the Parties shall use commercially reasonable efforts to cause to be taken all actions necessary to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing but subject to Sections 5.3 and 5.7(b), each Party to this Agreement shall use commercially reasonable efforts to unless (i) make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such Party in connection with the Merger and the other Contemplated Transactionsa borrower or co-borrower is deceased; (ii) obtain each consent 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) reasonably required , has been revoked, and I have been advised of the amount needed to be obtained (pursuant to any applicable Law or Contractfully 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 are hereby reaffirmed. That all terms and provisions of the Loan Documents, except as expressly modified by this Agreement, or otherwise) by such Party in connection with the Merger or any of the other Contemplated Transactions or for such Contract to U.S. Bankruptcy Code, remain in full force and effect; (iii) lift any injunction prohibitingnothing in this Agreement shall be understood or construed to be 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, and as expressly modified by, this Agreement, or by the U.S. Bankruptcy Code, the Lender and I will be bound by, and will comply with, all of the terms and conditions of the Loan Documents. That, as of the Modification Effective Date, notwithstanding any other legal bar provision of the Loan Documents, if all or 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 the date the notice is delivered or mailed within which I must pay all sums secured by the Mortgage. If I fail to pay these sums prior to the expiration of this period, Lender may invoke any remedies permitted by the Mortgage without further notice or demand on me. That, as of the Modification Effective Date, I understand that ▇▇▇▇▇▇ will only allow the transfer and assumption of the Loan, including this Agreement, to a transferee of my property as permitted under the ▇▇▇▇ 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 assigned to, the Merger or any assumed by, a buyer or transferee of the other Contemplated Transactions; (iv) satisfy Property. That, as of the conditions precedent Modification Effective Date, if any provision in the Note or in any addendum or amendment to the consummation Note allowed for the assessment of a penalty for full or 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 ensure that the modified mortgage Loan is in first lien position and/or is fully enforceable upon modification and that if, under any circumstance and not withstanding anything else to the 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 Modification Effective Date and the Agreement will be null and void. That I will execute such other documents as may be reasonably necessary to either (vi) execute and deliver any additional instruments that are or may become reasonably necessary, proper or advisable to consummate the transactions contemplated 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 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, including and I will not be eligible for a modification under the MergerProgram. 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 to carry out fully the purposes of this Agreement. (b) Notwithstanding anything information about account balances and activity. In addition, I understand and consent to the contrary contained in this Agreementdisclosure of my personal information and the terms of a trial period plan, if applicable, and subject this Agreement by Lender to Section 5.3any investor, no Party shall have any obligation under this Agreement: (i) to dispose of insurer, guarantor or transfer or cause any of its Subsidiaries to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service; (iii) to license or otherwise make availableservicer in connection with the Program, or cause any of its Subsidiaries to license or otherwise make available to any Person HUD certified housing counselor. That if any Intellectual Property; (iv) document related to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date); (v) to make or cause any of its Subsidiaries to make any commitment or agree to any undertaking (to any Governmental Authority or otherwise) regarding its future operations. (c) Each of Innovate and Merger Sub will take all actions necessary to (i) cause Merger Sub to perform its obligations under Loan Documents and/or this Agreement is lost, misplaced, misstated, inaccurately reflects the true and to consummate the Merger on the correct terms and conditions set forth in this Agreement of the Loan as modified, or is otherwise missing, I will comply with ▇▇▇▇▇▇'s request to execute, acknowledge, initial and (ii) ensure that Merger Sub prior deliver to Lender any documentation Lender deems necessary. If the Effective Time shall not conduct Note is replaced, ▇▇▇▇▇▇ hereby indemnifies me against any business, incur or guarantee any Indebtedness or any other liabilities or make any investments, other than those activities incident to its obligations loss associated with a demand on the Note. All documents Lender requests of me under this Agreement or Section 4(M) shall be referred to as "Documents." I agree to deliver the transactions contemplated herebyDocuments 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 mortgage insurance may change as a result of the New Principal Balance.

Additional Agreements. (a) Without limiting Subject to the terms and conditions herein provided, each of the parties hereto agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using all commercially reasonable efforts to obtain all necessary waivers, consents and approvals, to effect all necessary registrations and filings and to lift any other provision injunction to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible). (b) In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, including, without limitationthe proper officers and/or directors of Purchaser, the conditions to Company and the Closing in Sections 6, 7 and 8 and subject to Sections 5.3 and 5.7(b), the Parties Surviving Corporation shall use commercially reasonable efforts to cause to be taken take all actions such necessary to consummate action. (c) At the Merger and make effective reasonable request of Purchaser, the other Contemplated Transactions. Without limiting the generality of the foregoing but subject to Sections 5.3 and 5.7(b), each Party to this Agreement shall Company will use commercially reasonable efforts to cooperate with Purchaser's efforts to obtain the Financing and the consummation of the transactions associated therewith, provided that (i) make all filings such information and other submissions (if any) and give all notices (if any) required discussions shall be provided only to be made and given by such Party in connection those persons executing confidentiality agreements with the Merger and Company on terms at least as restrictive to the other Contemplated Transactions; recipient as those contained in the Confidentiality Agreement, (ii) obtain each consent (if any) reasonably the Company shall not be required to be obtained (pursuant disclose or discuss any information which the Company is not permitted to any disclose under applicable Law law or Contractby contractual agreement, or otherwise) by such Party in connection with the Merger or any of the other Contemplated Transactions or for such Contract to remain in full force and effect; (iii) lift in no event shall this Section 8.3(c) be deemed to require the Company to modify or agree to modify any injunction prohibiting, or any other legal bar to, the Merger or any of the other Contemplated Transactions; (iv) satisfy the conditions precedent to the consummation terms of this Agreement and (viv) execute in no event shall the Company's obligations under this Section 8.3(c) be deemed to limit Purchaser's obligations under Section 8.13 or the Company's termination rights set forth in Article X. (d) Without limiting the foregoing, each of Purchaser and deliver the Company undertakes and agrees to file as soon as practicable after the date hereof the HSR Act filing and any other filings required by antitrust regulations of other jurisdictions including foreign countries. Each of Purchaser and the Company shall (i) use all best efforts to comply as expeditiously as possible with all lawful requests of the Federal Trade Commission (the "FTC") or the Antitrust Division for additional instruments that are information and documents, and (ii) not under any circumstances whatsoever extend any waiting period under the HSR Act or may become reasonably necessary, proper enter into any agreement with the FTC or advisable the Antitrust Division not to consummate the transactions contemplated by this Agreement, including except with the Mergerprior written consent of the other parties hereto, which consent shall not be unreasonably withheld, and (iii) use all best efforts, including litigation with the FTC or the Antitrust Division if necessary, to carry out fully cause the purposes expeditious termination of this Agreementthe HSR Act waiting period and the efficient and expeditious conclusion of review by the FTC or the Antitrust Division under the HSR Act. (be) Notwithstanding anything Subject to the contrary contained in this Agreementfiduciary duties of the Board of Directors of the Company, the Company shall keep Purchaser informed of, and subject give Purchaser the opportunity to Section 5.3participate in the defense or settlement of, no Party shall have any obligation under this Agreement: (i) stockholder or other third party litigation against the Company or its directors relating to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available to any Person any Intellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date); (v) to make or cause any of its Subsidiaries to make any commitment or agree to any undertaking (to any Governmental Authority or otherwise) regarding its future operations. (c) Each of Innovate and Merger Sub will take all actions necessary to (i) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms Voting Agreements and conditions set forth in this Agreement and (ii) ensure that Merger Sub prior to the Effective Time shall not conduct any business, incur or guarantee any Indebtedness or any other liabilities or make any investments, other than those activities incident to its obligations under this Agreement or the transactions contemplated herebyhereby and thereby. The Company shall not enter into any settlement of such stockholder or other third-party litigation against the Company or its directors which provides for injunctive relief against the Company or Purchaser or monetary payment by the Company, in either case without the written consent of Purchaser; provided, however, that with respect to any such settlement of stockholder litigation against the Company or its directors providing solely for a monetary payment, Purchaser shall not unreasonably withhold or delay such consent.

Additional Agreements. (a) Without limiting any Upon the terms and subject to the conditions hereof and as soon as practicable after the conditions set forth in Article 7 hereof have been fulfilled or waived, each of the Parties shall execute in the manner required by Delaware Law and deliver to and file with the Secretary of State of the State of Delaware such instruments and agreements as may be required by Delaware Law, and the Parties shall take all such other provision and further actions as may be required by law, to make the Merger effective. Prior to the filings referred to in this Section 6.03(a), a closing (the "Closing") will be held at the offices of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ (or such other place as the Parties may agree) for the purpose of confirming all the foregoing. The Closing will take place upon the fulfillment or waiver of all of the conditions to closing set forth in Article 7 of this Agreement, or as soon thereafter as practicable (the date of the Closing being herein referred to as the "Closing Date"). (b) Each of the Parties will comply in all material respects with all Legal Requirements in connection with its execution, delivery and performance of this Agreement and the transactions contemplated hereby. Each of Qwest and U S WEST shall promptly prepare and file a Premerger Notification in accordance with the HSR Act, shall promptly comply with any requests for additional information, and shall use its commercially reasonable efforts to obtain termination of the waiting period thereunder as promptly as practicable. (c) Each of U S WEST and Qwest shall: (i) take or cause to be taken and to do or cause to be done prior to the Effective Time all things necessary, proper or advisable to ensure compliance with the Telecom Act and all other Legal Requirements or Permits, and to obtain in a timely manner all necessary Permits or waivers from, approvals or consents of, or declarations, registrations or filings with, and all expirations of waiting periods imposed by, any Governmental or Regulatory Authority which are necessary for the consummation of the transactions contemplated hereby, other than such of the foregoing the failure of which to obtain would not prevent or materially delay the consummation of the transactions contemplated hereby or have a Material Adverse Effect on U S WEST or Qwest (the "Required Regulatory Approvals"), including, without limitation: (1) the amendment of this Agreement as may be necessary, proper or advisable in order to ensure compliance with the conditions Telecom Act and all other Legal Requirements or Permits; (2) the divestiture, sale or termination of any services, activities or interests in order to comply with restrictions contained in the Closing Telecom Act or in Sections 6any other Legal Requirements or Permits including, 7 without limitation, those restrictions relating to long distance service, electronic publishing or manufacturing; (3) the divestiture, sale or restructuring of any joint ventures with or ownership interests in Third Parties or the termination of any commercial relationships with Third Parties to comply with restrictions contained in the Telecom Act or in any other Legal Requirements or Permits including, without limitation, those restrictions relating to long distance, electronic publishing or manufacturing; (4) in determining which actions need to be taken pursuant to subsections (2) and 8 and subject to Sections 5.3 and 5.7(b)(3) above, the Parties shall use commercially reasonable efforts give priority to obtaining the Required Regulatory Approvals on an expedited basis, and shall refrain from taking or adopting positions that are likely to result in substantial additional regulatory proceedings or otherwise delay the granting of the Required Regulatory Approvals; and (ii) take or cause to be taken all actions necessary and to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing but subject to Sections 5.3 and 5.7(b), each Party to this Agreement shall use commercially reasonable efforts to (i) make all filings and other submissions (if any) and give all notices (if any) required do or cause to be made and given by such Party in connection with the Merger and the other Contemplated Transactions; (ii) obtain each consent (if any) reasonably required to be obtained (pursuant to any applicable Law or Contract, or otherwise) by such Party in connection with the Merger or any of the other Contemplated Transactions or for such Contract to remain in full force and effect; (iii) lift any injunction prohibiting, or any other legal bar to, the Merger or any of the other Contemplated Transactions; (iv) satisfy the conditions precedent done prior to the consummation of this Agreement and (v) execute and deliver any additional instruments that are or may become reasonably Effective Time all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, including the Merger, and to carry out fully the purposes of this Agreement. (b) Notwithstanding anything to the contrary . Nothing contained in this Agreement, and subject Section 6.02(c) shall require U S WEST or Qwest to Section 5.3, no Party shall have any obligation under this Agreementconsent to: (i1) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service; (iii) to license or otherwise make availablerestriction, limitation, or cause obligation with respect to the businesses of U S WEST or Qwest or any sale or disposition of its Subsidiaries to license or otherwise make available to any Person any Intellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets of U S WEST or operations (either before Qwest which is reasonably expected to result in, directly or after indirectly, a reduction in aggregate proportional revenues of U S WEST and Qwest on a pro forma, combined basis for the last four fiscal quarters prior to the Closing Date); Date (vthe "Maximum Revenue Reduction Amount") to make or cause any in excess of its Subsidiaries to make any commitment or agree to any undertaking (to any Governmental Authority or otherwise) regarding its future operations. (c) Each of Innovate and Merger Sub will take all actions necessary to (i) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger amount set forth on the terms and conditions letter of understanding dated July 18, 1999 or (2) the occurrence of any additional capital investment (which has an IRR of less than ten percent (10%) as determined in the sole discretion of U S WEST) as a result of, or in order to, obtain any Required Regulatory Approval (the "Incremental Capital Investment Amount") in excess of the amount set forth in this Agreement and (ii) ensure that Merger Sub prior to the Effective Time shall not conduct any businessletter of understanding dated July 18, incur or guarantee any Indebtedness or any other liabilities or make any investments, other than those activities incident to its obligations under this Agreement or the transactions contemplated hereby1999.

Additional Agreements. (a) Without limiting any other provision of Upon the terms and subject to the conditions set forth in this Agreement, including, without limitation, each of the conditions parties to the Closing in Sections 6, 7 and 8 and subject this Agreement agrees to Sections 5.3 and 5.7(b), the Parties shall use commercially its reasonable best efforts to take, or cause to be taken taken, all actions necessary and to consummate the Merger do, or cause to be done, and make effective to assist and cooperate with the other Contemplated Transactions. Without limiting the generality of the foregoing but subject parties in doing, all things necessary, proper or advisable to Sections 5.3 and 5.7(b), each Party fulfill all conditions applicable to such party pursuant to this Agreement shall use commercially reasonable efforts and to consummate and make effective, as promptly as reasonably practicable, the Mergers and the other transactions contemplated by this Agreement, including (i) make the obtaining of all filings necessary, proper or advisable actions or nonactions, waivers, consents and approvals from Governmental Entities and other submissions (if any) and give all notices (if any) required to be made and given by such Party in connection with the Merger third parties and the other Contemplated Transactions; making of all necessary, proper or advisable registrations, notices and the taking of all reasonable steps as may be necessary to obtain an approval, waiver, consent or exemption from any Governmental Entity, (ii) obtain each consent (if any) reasonably required to be obtained (pursuant to any applicable Law the obtaining of all necessary, proper or Contractadvisable consents, approvals, waivers or otherwise) by such Party in connection with the Merger or any of the other Contemplated Transactions or for such Contract to remain in full force and effect; exemptions from non-governmental third parties, (iii) lift any injunction prohibiting, or any other legal bar to, the Merger or any execution and delivery of the other Contemplated Transactions; (iv) satisfy the conditions precedent to the consummation of this Agreement and (v) execute and deliver any additional documents or instruments that are or may become reasonably necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including the Mergerby, and to fully carry out fully the purposes of this Agreement and (iv) the obtaining of customary tenant estoppels with respect to the Major Leases and the ground leases listed in Section 3.11(b) of the Company Disclosure Schedule or other reasonable requests for estoppels; provided, however, that the Company will not be required to seek any estoppels in a form different from the form attached to the applicable lease, if any; provided further that the failure to obtain any such estoppels shall not be considered to be a breach of this Agreement. (b) Notwithstanding anything The Company and the Operating Partnership shall give prompt notice to the contrary Purchaser Parties and the Purchaser Parties shall give prompt notice to the Company and the Operating Partnership, if (i) any representation or warranty made by it contained in this AgreementAgreement that is qualified as to materiality becomes untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becomes untrue or inaccurate in any material respect or (ii) it fails to comply with or satisfy in any material respect any covenant, and subject condition or agreement to Section 5.3, no Party shall have any obligation be complied with or satisfied by it under this Agreement: (i) ; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to dispose the obligations of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available to any Person any Intellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date); (v) to make or cause any of its Subsidiaries to make any commitment or agree to any undertaking (to any Governmental Authority or otherwise) regarding its future operationsparties under this Agreement. (c) Each If, from the date of Innovate and Merger Sub will take all actions necessary to (i) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (ii) ensure that Merger Sub prior to the Effective Time Time, Parent undertakes an underwritten public offering of Parent Common Stock that requires the inclusion of the consolidated financial statements of the Company and the Company Subsidiaries in the related registration statement and prospectus, the Company shall not conduct any businessuse its reasonable best efforts to cause its independent auditor to provide to Parent the consents necessary to include such financial statements in such registration statement and prospectus. In addition, incur or guarantee any Indebtedness or any other liabilities or make any investmentsthe Company shall use its reasonable best efforts to cause, other than those activities incident and shall use its reasonable best efforts to cause its obligations under this Agreement or the transactions contemplated herebyindependent auditor to, cooperate with Parent as Parent may reasonably request in connection with such offering.

Additional Agreements. (a) Without limiting any other provision of this Agreement, including, without limitation, the conditions to the Closing in Sections 6, 7 and 8 and subject Subject to Sections 5.3 4.5, 5.2(d), 5.3(d) and 5.7(b5.6(b), the Parties shall use commercially reasonable efforts to cause to be taken all actions necessary to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing foregoing, but subject to Sections 5.3 and 5.7(bSection 5.6(b), each Party to this Agreement shall use commercially reasonable efforts to Agreement: (i) shall make all filings and other submissions (if any) and give all notices (if any) reasonably required to be made and given by such Party in connection with the Merger and the other Contemplated Transactions; (ii) shall use commercially reasonable efforts to obtain each consent Consent (if any) reasonably required to be obtained (pursuant to any applicable Law Legal Requirement or Material Contract, or otherwise) by such Party in connection with the Merger or any of the other Contemplated Transactions or for such Contract to remain in full force and effect; (iii) shall use commercially reasonable efforts to lift any injunction prohibiting, or any other legal bar to, the Merger or any of the other Contemplated Transactions; and (iv) shall use commercially reasonable efforts to satisfy the conditions precedent to the consummation of this Agreement and (v) execute and deliver Agreement. Each Party shall provide to the other Party a copy of each proposed filing with or other submission to any additional instruments that are or may become reasonably necessary, proper or advisable Governmental Entity relating to consummate any of the transactions contemplated by this Agreement, including the MergerContemplated Transactions, and shall give the other Party a reasonable time before making such filing or other submission in which to carry out fully review and comment on such proposed filing or other submission. Each Party shall promptly deliver to the purposes other Party a copy of this Agreementeach such filing or other submission made, each notice given and each Consent obtained by such Party during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, and subject to Section 5.3, no Party shall have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available to any Person any Intellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date); (v) to make or cause any of its Subsidiaries to make any commitment or agree to any undertaking (to any Governmental Authority Entity or otherwise) regarding its future operations. ; or (cvi) Each of Innovate and Merger Sub will take all actions necessary to (i) cause Merger Sub contest any Legal Proceeding or any order, writ, injunction or decree relating to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (ii) ensure that Merger Sub prior to the Effective Time shall not conduct any business, incur or guarantee any Indebtedness or any of the other liabilities Contemplated Transactions if such Party determines in good faith that contesting such Legal Proceeding or make any investmentsorder, other than those activities incident to its obligations under this Agreement writ, injunction or the transactions contemplated herebydecree might not be advisable.

Additional Agreements. (a) Without limiting any other provision of Upon the terms and subject to the conditions set forth in this Agreement and in accordance with applicable Legal Requirements, except as otherwise provided in this Agreement, including, without limitation, the conditions to the Closing in Sections 6, 7 and 8 and subject to Sections 5.3 and 5.7(b), each of the Parties shall use commercially reasonable efforts its Commercially Reasonable Efforts to take, or cause to be taken taken, all actions necessary and to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing but subject to Sections 5.3 and 5.7(b)do, each Party to this Agreement shall use commercially reasonable efforts to (i) make all filings and other submissions (if any) and give all notices (if any) required or cause to be made and given by such Party in connection with the Merger and the other Contemplated Transactions; (ii) obtain each consent (if any) done, all things reasonably required necessary or advisable to be obtained (pursuant to any applicable Law or Contract, or otherwise) by such Party in connection with the Merger or any of the other Contemplated Transactions or for such Contract to remain in full force and effect; (iii) lift any injunction prohibiting, or any other legal bar to, the Merger or any of the other Contemplated Transactions; (iv) satisfy ensure that the conditions precedent to the consummation of this Agreement set forth in Sections 6 and (v) execute 7 are satisfied and deliver any additional instruments that are or may become reasonably necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including Agreement as promptly as practicable. Parent and the MergerCompany shall not, and shall not permit any of their respective Subsidiaries to, take any action that could reasonably be expected to carry out fully result in any of the purposes conditions to the Merger set forth in Sections 6 or 7 not being satisfied or satisfaction of those conditions being unreasonably delayed, except, in the case of the Company, to the extent its board of directors withdraws, modifies or amends the Company Board Recommendation in accordance with Section 5.2(c). (b) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of (i) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a material inaccuracy in any representation or warranty made by the Company in this Agreement if such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (ii) any material breach of any covenant or obligation of the Company; (iii) any communication from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement; (iv) any communication from any Governmental Body in connection with the transactions contemplated by this Agreement; and (v) any material Legal Proceedings threatened in writing or commenced against or otherwise affecting the Acquired Companies. No notification given to Parent pursuant to this Section 5.5(b) shall limit or otherwise affect any of the representations, warranties, covenants or obligations of the Company contained in this Agreement. (bc) Notwithstanding anything During the Pre-Closing Period, Parent shall promptly notify the Company in writing of (i) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a material inaccuracy in any representation or warranty made by Parent in this Agreement if such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the contrary date of this Agreement; and (ii) any material breach of any covenant or obligation of Parent, (iii) any communication from any Person alleging that the consent of such Person (or other Person) is or may be required in connection with the transactions contemplated by this Agreement; and (iv) any communication from any Governmental Entity in connection with the transactions contemplated by this Agreement. No notification given to the Company pursuant to this Section 5.5(c) shall limit or otherwise affect any of the representations, warranties, covenants or obligations of Parent contained in this Agreement, and subject to Section 5.3, no Party shall have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available to any Person any Intellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date); (v) to make or cause any of its Subsidiaries to make any commitment or agree to any undertaking (to any Governmental Authority or otherwise) regarding its future operations. (c) Each of Innovate and Merger Sub will take all actions necessary to (i) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (ii) ensure that Merger Sub prior to the Effective Time shall not conduct any business, incur or guarantee any Indebtedness or any other liabilities or make any investments, other than those activities incident to its obligations under this Agreement or the transactions contemplated hereby.

Additional Agreements. (a) Without limiting any other provision of this Agreement, including, without limitation, the conditions to the Closing in Sections 6, 7 and 8 and subject Subject to Sections 5.3 4.5, 5.2, 5.3, 5.5 and 5.7(b)5.6, the Parties shall use commercially reasonable efforts to cause to be taken all actions necessary to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing foregoing, but subject to Sections 5.3 and 5.7(b)paragraph (b) below, each Party to this Agreement shall use commercially reasonable efforts to Agreement: (i) shall make all filings and other submissions (if any) and give all notices (if any) reasonably required to be made and given by such Party in connection with the Merger and the other Contemplated Transactions; (ii) shall use commercially reasonable efforts to obtain each consent Consent (if any) reasonably required to be obtained (pursuant to any applicable Law or Material Contract, or otherwise) by such Party in connection with the Merger or any of the other Contemplated Transactions or for such Contract to remain in full force and effect; (iii) shall use commercially reasonable efforts to lift any injunction prohibiting, or any other legal bar to, the Merger or any of the other Contemplated Transactions; and (iv) shall use commercially reasonable efforts to satisfy the conditions precedent to the consummation of this Agreement and (v) execute and deliver Agreement. Each Party shall provide to the other Party a copy of each proposed filing with or other submission to any additional instruments that are or may become reasonably necessary, proper or advisable Governmental Entity relating to consummate any of the transactions contemplated by this Agreement, including the MergerContemplated Transactions, and shall (if reasonably practicable) give the other Party a reasonable time before making such filing or other submission in which to carry out fully review and comment on such proposed filing or other submission. Each Party shall promptly deliver to the purposes other Party a copy of this Agreementeach such filing or other submission made, each notice given and each Consent obtained by such Party during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, and subject to Section 5.3, no Party shall have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available to any Person any Intellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date); (v) to make or cause any of its Subsidiaries to make any commitment or agree to any undertaking (to any Governmental Authority Entity or otherwise) regarding its future operations; or (vi) to contest any Legal Proceeding or any order, writ, injunction or decree relating to the Merger or any of the other Contemplated Transactions if such Party determines in good faith that contesting such Legal Proceeding or order, writ, injunction or decree might not be advisable. (c) Each of Innovate and Merger Sub will take all actions necessary to (i) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (ii) ensure that Merger Sub prior Prior to the Effective Time Closing, A▇▇▇▇▇ shall not conduct have the right to control the defense and settlement of any business, incur or guarantee any Indebtedness stockholder litigation against Adamis or any other liabilities of its directors or make any investments, other than those activities incident officers relating to its obligations under this Agreement or the transactions contemplated herebyContemplated Transactions, and shall, subject to applicable considerations of privilege and confidentiality, keep DMK reasonably apprised of any material developments in connection with any such litigation.

Additional Agreements. (a) Without limiting any other provision of this Agreement, including, without limitation, the conditions Subject to the Closing terms and conditions hereof, each of the parties to this Agreement agrees to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement (including consummation of the Merger) and to cooperate with each other in Sections 6connection with the foregoing. (b) Subject to the terms and conditions hereof, 7 and 8 and subject each of the parties to Sections 5.3 and 5.7(b), the Parties shall this Agreement agrees to use commercially reasonable efforts to cause to be taken all actions necessary to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing but subject to Sections 5.3 and 5.7(b), each Party to this Agreement shall use commercially reasonable efforts to to: (i) make obtain all filings necessary waivers, consents and approvals from other parties to loan agreements, leases, licenses and other submissions (if any) and give all notices (if any) required to be made and given by such Party in connection with the Merger and the other Contemplated Transactions; contracts, (ii) obtain each consent (if any) reasonably all necessary consents, approvals and authorizations as required to be obtained under any federal, state or foreign law or regulations, (pursuant iii) defend all lawsuits or other legal proceedings challenging this Agreement or the consummation of the transactions contemplated hereby, (iv) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to any applicable Law or Contractconsummate the transactions contemplated hereby, or otherwise(v) effect all necessary registrations and filings, including, but not limited to, submissions of information requested by such Party in Governmental Entities, and (vi) fulfill all conditions to this Agreement. (c) In connection with and without limiting the Merger foregoing, Seller and its Board of Directors shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger, this Agreement or any of the other Contemplated Transactions or for such Contract to remain in full force and effect; (iii) lift any injunction prohibiting, or any other legal bar to, the Merger or any of the other Contemplated Transactions; (iv) satisfy the conditions precedent to the consummation of this Agreement and (v) execute and deliver any additional instruments that are or may become reasonably necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including the Merger, and to carry out fully the purposes of this Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, and subject to Section 5.3, no Party shall have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available to any Person any Intellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date); (v) to make or cause any of its Subsidiaries to make any commitment or agree to any undertaking (to any Governmental Authority or otherwise) regarding its future operations. (c) Each of Innovate and Merger Sub will take all actions necessary to (i) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (ii) ensure that Merger Sub prior if any state takeover statute or similar statute or regulation becomes applicable to the Effective Time shall not conduct any businessOffer, incur or guarantee any Indebtedness the Merger, this Agreement or any other liabilities or make any investmentstransaction contemplated by this Agreement, other than those activities incident take all action necessary to its obligations under ensure that the Offer, the Merger, this Agreement or and the other transactions contemplated herebyby this Agreement may be consummated as promptly as practicable on the terms contemplated by the Offer and this Agreement and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger or this Agreement and the other transactions contemplated by this Agreement.

Additional Agreements. (a) Without limiting any other provision of this Agreement, including, without limitation, During the conditions to the Pre-Closing in Sections 6, 7 and 8 and subject to Sections 5.3 and 5.7(b)Period, the Parties shall (a) use commercially reasonable efforts to cause to be taken all actions necessary to consummate the Merger Contemplated Transactions and make effective (b) reasonably cooperate with the other Contemplated TransactionsParties and provide the other Parties with such assistance as may be reasonably requested for the purpose of facilitating the performance by each Party of its respective obligations under this Agreement and to enable the Surviving Corporation to continue to meet its obligations under this Agreement following the Closing. Without limiting the generality of the foregoing but subject to Sections 5.3 and 5.7(b)foregoing, each Party to this Agreement shall use commercially reasonable efforts to to: (i) make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such Party in connection with the Merger and the other Contemplated Transactions; (ii) obtain each consent Consent (if any) reasonably required to be obtained (pursuant to any applicable Law or Contract, or otherwise) by such Party in connection with the Merger or any of the other Contemplated Transactions or for such Contract to remain in full force and effectTransactions; (iii) lift any injunction prohibiting, or any other legal bar to, the Merger or any of the other Contemplated Transactions; and (iv) satisfy the conditions precedent to the consummation of this Agreement and (v) execute and deliver any additional instruments that are or may become reasonably necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including the Merger, and to carry out fully the purposes of this AgreementContemplated Transactions. (b) Notwithstanding anything to During the contrary contained in this AgreementPre-Closing Period, and subject to Section 5.3, no Party the Parties shall have any obligation under this Agreement: (i) cooperate in all respects and consult with each other in connection with any filing, submission or communication with any Drug Regulatory Agency, including allowing the other Party to dispose have a reasonable opportunity to review in advance and comment on drafts of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets; filings and submissions, (ii) to discontinue give the other Party prompt notice of any communications from any Drug Regulatory Agency in connection with such filing, submission or cause any of its Subsidiaries to discontinue offering any product or service; prior communication, (iii) consult in advance and cooperate with the other Party and consider in good faith the views of the other Party in connection with any substantive communication, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal to license be made or otherwise make availablesubmitted in connection with any such filing or submission with any Drug Regulatory Agency, or cause any of its Subsidiaries to license or otherwise make available to any Person any Intellectual Property; (iv) except as may be prohibited by any Legal Requirement, in connection with any such filing or submission, provide advance notice of and permit authorized Representatives of the other Party to hold separate be present at each meeting or cause conference relating to such filing or submission and to have access to and be consulted in advance in connection with any of its Subsidiaries argument, opinion or proposal to hold separate any assets be made or operations (either before or after the Closing Date); (v) to make or cause any of its Subsidiaries to make any commitment or agree submitted to any undertaking (to any Governmental Authority Drug Regulatory Agency in connection with such filing or otherwise) regarding its future operationssubmission. (c) Each of Innovate During the Pre-Closing Period, Parent shall take, and Merger Sub will shall cause its Representatives to take all the actions necessary to (i) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (iion Schedule 5.7(c) ensure that Merger Sub prior to the Effective Time shall not conduct any business, incur or guarantee any Indebtedness or any other liabilities or make any investments, other than those activities incident to its obligations under this Agreement or the transactions contemplated herebyhereto.

Additional Agreements. (a) Without limiting any other provision of this Agreement, including, without limitation, the conditions Subject to the Closing in Sections 6, 7 and 8 and subject to Sections 5.3 and 5.7(bSection 5.08(b), the Parties Parent, Acquisition Sub and Seller shall use commercially reasonable efforts to take, or cause to be taken taken, all actions necessary to consummate the Merger and make effective the other Contemplated Transactionstransactions contemplated by this Agreement. Without limiting the generality of the foregoing foregoing, but subject to Sections 5.3 and 5.7(bSection 5.08(b), each Party party to this Agreement Agreement: (i) shall make all filings with a Governmental or Regulatory Authority and shall use commercially reasonable efforts to (i) make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such Party party in connection with the Merger and the other Contemplated Transactions; transactions contemplated by this Agreement; (ii) shall use commercially reasonable efforts to obtain each consent Consent (if any) reasonably required to be obtained (pursuant to any applicable Law or Contract, or otherwise) by such Party party in connection with the Merger or any of the other Contemplated Transactions or for such Contract to remain in full force and effect; (iii) lift any injunction prohibiting, or any other legal bar to, the Merger or any of the other Contemplated Transactions; (iv) satisfy the conditions precedent to the consummation of this Agreement and (v) execute and deliver any additional instruments that are or may become reasonably necessary, proper or advisable to consummate the transactions contemplated by this Agreement; and (iii) shall use commercially reasonable efforts to lift any restraint, including injunction or other legal bar to the Merger, and to carry out fully the purposes of transactions contemplated by this Agreement. Each party shall promptly deliver to the other parties a copy of each such filing made, each such notice given and each such Consent obtained by such party during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent and subject to Section 5.3, no Party Acquisition Sub shall not have any obligation under this Agreement: : (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets; ; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service; ; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available to any Person Person, any Intellectual Property; intellectual property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date); ; (v) to make or cause any of its Subsidiaries to make any commitment or agree to any undertaking (to any Governmental or Regulatory Authority or otherwise) regarding its future operations.; or (cvi) Each of Innovate and Merger Sub will take all actions necessary to (i) cause Merger Sub contest any Proceeding relating to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (ii) ensure that Merger Sub prior to the Effective Time shall not conduct any business, incur or guarantee any Indebtedness or any other liabilities or make any investments, other than those activities incident to its obligations under this Agreement or the transactions contemplated herebyby this Agreement if Parent or Acquisition Sub determines in good faith that contesting such Proceeding might not be advisable.

Additional Agreements. (aI agree to the following: That all persons who signed the Loan Documents or their authorized representative(s) Without limiting any other provision of have signed this Agreement, including, without limitationunless (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 conditions to spouse who no longer has an interest in the Closing in Sections 6, 7 and 8 and subject to Sections 5.3 and 5.7(b), property need not sign this Agreement (although the Parties shall use commercially reasonable efforts to cause non-signing spouse may continue to be taken all actions necessary to consummate held liable for the Merger and make effective obligation under the other Contemplated TransactionsLoan Documents); or (iii) Lender has waived this requirement in writing. Without limiting the generality of the foregoing but subject to Sections 5.3 and 5.7(b), each Party to That this Agreement shall use commercially reasonable efforts 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 (i) make the extent that they are modified by this Agreement, with all filings covenants, agreements, and other submissions (if any) and give all notices (if any) required to be made and given by such Party requirements of the FHA in connection with the Merger Program, and the Loan Documents including my agreement to make all payments of taxes, insurance premiums, assessments, Escrow Items, impounds, and all other Contemplated Transactions; (ii) obtain each consent (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) reasonably required , has been revoked, and I have been advised of the amount needed to be obtained (pursuant to any applicable Law or Contractfully 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 are hereby reaffirmed. That all terms and provisions of the Loan Documents, except as expressly modified by this Agreement, or otherwise) by such Party in connection with the Merger or any of the other Contemplated Transactions or for such Contract to U.S. Bankruptcy Code, remain in full force and effect; nothing in this Agreement shall be understood or construed to be 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, and as expressly modified by, this Agreement, or by the U.S. Bankruptcy Code, the Lender and I will be bound by, and will comply with, all of the terms and conditions of the Loan Documents. That, as of the Modification Effective Date, notwithstanding any other provision of the Loan Documents, if all or 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 the date the notice is delivered or mailed within which I must pay all sums secured by the Mortgage. If I fail to pay these sums prior to the expiration of this period, Lender may invoke any remedies permitted by the Mortgage without further notice or demand on me. That, as of the Modification Effective Date, I understand that ▇▇▇▇▇▇ will only allow the transfer and assumption of the Loan, including this Agreement, to a transferee of my property as permitted under the ▇▇▇▇ 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 assigned to, or assumed by, a buyer or transferee of the Property. That, as of the Modification Effective Date, if any provision in the Note or in any addendum or amendment to the Note allowed for the assessment of a penalty for full or 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 to ensure that the modified mortgage Loan is in first lien position and/or is fully enforceable upon modification and that if, under any circumstance and not withstanding anything else to the 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 Modification Effective Date and the Agreement will be null and void. That I will execute such other documents as may be reasonably necessary to either (i) consummate the 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 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, that may include, 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 this Agreement by ▇▇▇▇▇▇ to (i) the U.S. Department of the Treasury, (ii) FHA in connection with the Program; (iii) lift any injunction prohibitinginvestor, insurer, guarantor or any other legal bar toservicer that owns, the Merger insures, guarantees or any of the other Contemplated Transactionsservices my first lien or subordinate lien (if applicable) mortgage loan(s); (iv) satisfy companies that perform support services for the conditions precedent to the consummation of this Agreement Program; and (v) execute and deliver any additional instruments that are or may become reasonably necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including the Merger, and to carry out fully the purposes of this Agreement. (b) Notwithstanding anything HUD certified housing counselor. That if any document related to the contrary contained in this Agreement, and subject to Section 5.3, no Party shall have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available to any Person any Intellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date); (v) to make or cause any of its Subsidiaries to make any commitment or agree to any undertaking (to any Governmental Authority or otherwise) regarding its future operations. (c) Each of Innovate and Merger Sub will take all actions necessary to (i) cause Merger Sub to perform its obligations under Loan Documents and/or this Agreement is lost, misplaced, misstated, inaccurately reflects the true and to consummate the Merger on the correct terms and conditions set forth in this Agreement of the Loan as modified, or is otherwise missing, I will comply with ▇▇▇▇▇▇'s request to execute, acknowledge, initial and (ii) ensure that Merger Sub prior deliver to Lender any documentation Lender deems necessary. If the Effective Time shall not conduct Note is replaced, ▇▇▇▇▇▇ hereby indemnifies me against any business, incur or guarantee any Indebtedness or any other liabilities or make any investments, other than those activities incident to its obligations loss associated with a demand on the Note. All documents Lender requests of me under this Agreement or Section 4.M. shall be referred to as "Documents." I agree to deliver the transactions contemplated herebyDocuments 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 mortgage insurance may change as a result of the New Principal Balance.

Additional Agreements. The Parties shall (a) Without limiting any other provision of this Agreement, including, without limitation, the conditions to the Closing in Sections 6, 7 and 8 and subject to Sections 5.3 and 5.7(b), the Parties shall use commercially reasonable efforts to cause to be taken all actions necessary to consummate the Merger Contemplated Transactions and make effective (b) reasonably cooperate with the other Contemplated TransactionsParties and provide the other Parties with such assistance as may be reasonably requested for the purpose of facilitating the performance by each Party of its respective obligations under this Agreement and to enable Vital and Immunic to continue to meet its obligations under this Agreement following the Closing. Without limiting the generality of the foregoing but subject to Sections 5.3 and 5.7(b)foregoing, each Party to this Agreement shall use commercially reasonable efforts to Agreement: (i) shall make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such Party in connection with the Merger and the other Contemplated Transactions; (ii) obtain each consent (if any) reasonably required shall use commercially reasonable efforts to be obtained (pursuant to any applicable Law or Contract, or otherwise) by such Party in connection with the Merger or any of the other Contemplated Transactions or for such Contract to remain in full force and effect; (iii) lift any injunction prohibiting, or any other legal bar to, the Merger or any of the other Contemplated Transactions; and (iviii) shall use commercially reasonable efforts to satisfy the conditions precedent to the consummation of this Agreement and Agreement. The Holders shall (va) execute and deliver any additional instruments that are or may become reasonably necessary, proper or advisable use commercially reasonable efforts to consummate the transactions contemplated by this Agreement, including the Merger, and cause to carry out fully the purposes of this Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, and subject to Section 5.3, no Party shall have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available to any Person any Intellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date); (v) to make or cause any of its Subsidiaries to make any commitment or agree to any undertaking (to any Governmental Authority or otherwise) regarding its future operations. (c) Each of Innovate and Merger Sub will take be taken all actions necessary to consummate the Contemplated Transactions and (ib) cause Merger Sub to perform reasonably cooperate with the Parties and provide the Parties with such assistance as may be reasonably requested for the purpose of facilitating the performance by each Party of its respective obligations under this Agreement and to consummate enable the Merger on the terms and conditions set forth in this Agreement and (ii) ensure that Merger Sub prior Parties to the Effective Time shall not conduct any business, incur or guarantee any Indebtedness or any other liabilities or make any investments, other than those activities incident continue to meet its obligations under this Agreement following the Closing. Without limiting the generality of the foregoing, each Party and Holder: (i) shall make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such Party or Holder in connection with the transactions contemplated herebyContemplated Transactions; (ii) shall use commercially reasonable efforts to lift any injunction prohibiting, or any other legal bar to, the Contemplated Transactions; and (iii) shall use commercially reasonable efforts to satisfy the conditions precedent to the consummation of this Agreement.

Additional Agreements. Section 6.01. Schedule 13E-3. (a) Without limiting any other provision As soon as practicable following the date of this Agreement, includingthe Company, without limitation, the conditions to the Closing in Sections 6, 7 THL and 8 Parent shall jointly prepare and subject to Sections 5.3 and 5.7(b), the Parties shall use commercially reasonable efforts to cause to be taken filed with the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 (such Schedule 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3”). Each of the Company, THL and Parent shall use its reasonable best efforts to ensure that the Schedule 13E-3 will comply in all actions necessary material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Each of the Company, THL and Parent shall use its reasonable best efforts to consummate respond promptly to any comments of the Merger SEC with respect to the Schedule 13E-3. Each of the Company, THL and make effective Parent shall furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing and distribution of the Schedule 13E-3 and the resolution of comments from the SEC. The Company shall promptly, and in any event within twenty-four (24) hours, notify THL and Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3 and shall provide THL with copies of all correspondence between the Company and its representatives, on the one hand, and the SEC and its staff, on the other Contemplated Transactionshand. Without limiting Prior to filing or mailing the generality Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the foregoing but subject to Sections 5.3 and 5.7(b)SEC with respect thereto, each Party to this Agreement shall use commercially reasonable efforts to the Company (i) make all filings 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 Company in the preparation, filing and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. (b) Each of the Company, THL and Parent agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by the Company, THL or Parent, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other submissions documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (if anyor any amendment thereof or supplement thereto) and give all notices (if any) are mailed to the holders of Shares, contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Each of the Company, THL and given by Parent further agrees that all documents that such Party party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other Contemplated Transactions; (ii) obtain each consent (if any) reasonably applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be obtained (pursuant to any applicable Law or Contractmade therein, or otherwise) by necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time, any event or circumstance relating to the Company, THL or Parent, or their respective Affiliates, officers or directors, should be discovered that should be set forth in an amendment or a supplement to the Schedule 13E-3 so that such Party document would not include any misstatement of a material fact or omit to state a material fact required to be made therein, or necessary in connection order to make the statements made, in the light of the circumstances under which they were made, not misleading, the party discovering such event or circumstance shall promptly inform the other parties and an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the Merger or any SEC and disseminated to the shareholders of the other Contemplated Transactions or for Company to the extent required by Law; provided that prior to such Contract to remain in full force and effect; (iii) lift any injunction prohibiting, or any other legal bar tofiling, the Merger Company and THL, as the case may be, shall consult with each other with respect to such amendment or any of supplement and shall afford the other Contemplated Transactions; (iv) satisfy the conditions precedent party and their Representatives a reasonable opportunity to the consummation of this Agreement and (v) execute and deliver any additional instruments that are or may become reasonably necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including the Merger, and to carry out fully the purposes of this Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, and subject to Section 5.3, no Party shall have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available to any Person any Intellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date); (v) to make or cause any of its Subsidiaries to make any commitment or agree to any undertaking (to any Governmental Authority or otherwise) regarding its future operationscomment thereon. (c) Each of Innovate and Merger Sub will take all actions necessary to As soon as practicable after the SEC staff confirms that it has no further comments on the Schedule 13E-3 but in any event no later than five (5) Business Days after such confirmation, the Company shall (i) cause Merger Sub establish a record date for determining shareholders of the Company to perform its obligations under this Agreement whom the Schedule 13E-3 will be mailed/distributed (the “Record Date”) and shall not change such Record Date unless required to consummate the Merger on the terms and conditions set forth in this Agreement and do so by applicable Law; (ii) ensure that Merger Sub prior mail/distribute or cause to be mailed/distributed the Schedule 13E-3 to the Effective Time shall not conduct any businessholders of Shares, incur or guarantee any Indebtedness or any other liabilities or make any investmentsincluding Shares represented by ADSs, other than those activities incident as of the Record Date; and (iii) instruct the Depositary to its obligations under this Agreement or (A) fix the transactions contemplated herebyRecord Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed and (B) provide the Schedule 13E-3 to all such holders of ADSs.

Additional Agreements. (a) Without limiting any other provision of this Agreement, including, without limitation, the conditions to the Closing in Sections 6, 7 and 8 and subject to Sections 5.3 and 5.7(b), the Parties shall use commercially reasonable efforts to cause to be taken all actions necessary to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing but subject to Sections 5.3 and 5.7(b), each Party to this Agreement shall use commercially reasonable efforts to (i) make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such Party in Table of Contents connection with the Merger and the other Contemplated Transactions; (ii) obtain each consent (if any) reasonably required to be obtained (pursuant to any applicable Law or Contract, or otherwise) by such Party in connection with the Merger or any of the other Contemplated Transactions or for such Contract to remain in full force and effect; (iii) lift any injunction prohibiting, or any other legal bar to, the Merger or any of the other Contemplated Transactions; (iv) satisfy the conditions precedent to the consummation of this Agreement and (v) execute and deliver any additional instruments that are or may become reasonably necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including the Merger, and to carry out fully the purposes of this Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, and subject to Section 5.3, no Party shall have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available to any Person any Intellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date); (v) to make or cause any of its Subsidiaries to make any commitment or agree to any undertaking (to any Governmental Authority or otherwise) regarding its future operations. (c) Each of Innovate Radiant and Merger Sub will take all actions necessary to (i) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (ii) ensure that Merger Sub prior to the Effective Time shall not conduct any business, incur or guarantee any Indebtedness or any other liabilities or make any investments, other than those activities incident to its obligations under this Agreement or the transactions contemplated hereby.

Additional Agreements. (a) Without limiting any other provision As soon as practicable after execution of this Agreement, includingWinStar shall file a Notification with the Federal Trade Commission ("FTC") and the U.S. Department of Justice ("DOJ") pursuant to and as required by the HSR Act and shall notify ARTT of such filing. WinStar shall use its reasonable best efforts to have the waiting period under the HSR Act terminated as early as practicable. Promptly upon receipt by any LHC Party or WinStar of any correspondence from the FTC or DOJ in connection therewith, without limitationsuch recipient shall give copies thereof to the other party. (b) From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with the provisions hereof, no LHC Party shall sell, assign, or otherwise dispose of or place or allow to be placed any Encumbrance upon any of the Shares or, except as provided in Section 5(l), the Other Assets or any interest therein, except to the LLCs pursuant to this Agreement. (c) The LHC Parties shall pay all documentary transfer, sales and other taxes arising out of the sale and transfer of the Shares and the Other Assets to the LLCs. (d) From the date hereof through the Closing Date or the earlier termination of this Agreement, the LHC Parties, on the one hand, and the WinStar Parties, on the other hand (each a "Representing Party"), shall give the other prompt written notice of any event or development that occurs that (i) had it existed or been known on the date hereof would have been required to be disclosed by the Representing Party under this Agreement, (ii) would cause any of the representations and warranties of the Representing Party contained herein to be inaccurate, incomplete or otherwise misleading in any material respect, (iii) would cause the Representing Party to conclude that any of the conditions to Closing set forth in Section 6 hereof cannot be satisfied, or (iv) is of a nature that would or could reasonably be considered to adversely affect the Closing in Sections 6, 7 and 8 and subject ability of the Representing Party to Sections 5.3 and 5.7(b), consummate the Parties shall transactions contemplated by this Agreement. (e) Each party will use commercially all reasonable efforts to obtain all authorizations, consents, orders and approvals of all Federal, state and other regulatory bodies and officials that may be or become necessary for the performance of its obligations pursuant to this Agreement and will cooperate fully with the other party in promptly seeking to obtain all such authorizations, consents, orders and approvals, including expiration or early termination of the waiting period under the HSR Act. (f) Subject to the terms and conditions of this Agreement, each party shall cooperate with the other and shall use all reasonable efforts to take, or cause to be taken taken, all actions necessary and to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing but subject to Sections 5.3 and 5.7(b)do, each Party to this Agreement shall use commercially reasonable efforts to (i) make all filings and other submissions (if any) and give all notices (if any) required or cause to be made and given by such Party in connection with the Merger and the other Contemplated Transactions; (ii) obtain each consent (if any) reasonably required to be obtained (pursuant to any applicable Law or Contractdone, or otherwise) by such Party in connection with the Merger or any of the other Contemplated Transactions or for such Contract to remain in full force and effect; (iii) lift any injunction prohibiting, or any other legal bar to, the Merger or any of the other Contemplated Transactions; (iv) satisfy the conditions precedent to the consummation of this Agreement and (v) execute and deliver any additional instruments that are or may become reasonably all things necessary, proper or advisable to consummate the transactions contemplated by this Agreementhereby, including the Merger, execution and delivery of any additional instruments necessary to consummate the transactions contemplated hereby. Each of the parties shall execute such documents and other papers and take such further actions as may be reasonably required or desirable to carry out fully the purposes provisions hereof. Each of this Agreementthe parties shall use its best efforts to cause the conditions to Closing specified in Section 6 which are within its control to be fulfilled. (bg) Notwithstanding anything to the contrary contained in this Agreement, and subject to Section 5.3, no Party shall have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available to any Person any Intellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or Within 60 days after the Closing Date, WinStar will file a registration statement to register all of the WinStar Shares under the 1933 Act to enable LHC and ▇▇▇▇▇▇▇▇▇, as distributee of LHC in liquidation, to make a public sale of the WinStar Shares (including without limitation those WinStar Shares deposited in escrow pursuant to the Escrow Agreement); (v. If Adjustment Shares are issued, within 60 days after the date of such issuance, WinStar shall use its best efforts to file a registration statement to register all of the Adjustment Shares under the 1933 Act to enable LHC and ▇▇▇▇▇▇▇▇▇, as distributee of LHC in liquidation, to make a public sale of the Adjustment Shares. WinStar will use its reasonable best efforts to cause such registration statement(s) to make or cause any of its Subsidiaries become effective as promptly as reasonably practicable after filing and to make any commitment or agree remain effective until such time as the WinStar Shares and the Adjustment Shares, as the case may be, may be sold publicly without registration under the 1933 Act. It shall be a condition to any undertaking (such registration that the LHC Parties provide to any Governmental Authority or otherwise) regarding its future operationsWinStar all information and documents with respect to their ownership of the WinStar Shares and Adjustment Shares, compliance with law, manner of proposed disposition and such other matters as WinStar shall reasonably request for disclosure in the registration statement. WinStar and the LHC Parties shall indemnify one another in the manner and to the extent that is customary in connection with such registrations. WinStar shall pay all expenses attendant to the preparation and filing of such registration statement other than the fees and expenses of counsel and accountants of the LHC Parties and brokerage discounts and commissions. (ch) Each From the date hereof until two years from either the Closing Date or earlier termination of Innovate this Agreement pursuant to the provisions of Section 7 hereof, except pursuant to this Agreement, no LHC Party or any of their respective Affiliates (other than the Trustees under the Voting Trust Agreement acting in capacities other than as such Trustees) or any group (within the meanings of Rule 13d-5 under the Exchange Act and Merger Sub will take all actions necessary the Voting Trust Agreement) of which any LHC Party is or becomes a member will, directly or indirectly, either alone or in concert with others in any manner acquire, agree to acquire or make any proposal to acquire, for its own account, by purchase or otherwise, any voting securities, options, warrants or securities convertible into or exercisable or exchangeable for voting securities of ARTT. (i) cause Merger Sub to perform its obligations under From the date hereof until two years from either the Closing Date or the earlier termination of this Agreement and pursuant to consummate the Merger on provisions of Section 7 hereof, no LHC Party shall, in any manner, directly or indirectly, individually or in concert with others, (i) make or in any way participate in any "solicitation" of "proxies" to vote (as such terms are used in the terms and conditions set forth in this Agreement and proxy rules of the Commission promulgated under the Exchange Act) or seek to advise or influence any person or entity with respect to the voting of any voting securities of WinStar, (ii) ensure that Merger Sub prior to otherwise seek representation on the Effective Time shall not conduct any business, incur or guarantee any Indebtedness or any other liabilities or make any investments, other than those activities incident to its obligations under this Agreement or the transactions contemplated hereby.Board of

Additional Agreements. (a) Without limiting any other provision of this Agreement, including, without limitation, the conditions Subject to the Closing in Sections 6, 7 and 8 and subject to Sections 5.3 and 5.7(bSection 5.8(b), the Parties shall use commercially reasonable efforts to cause to be taken all actions necessary to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing foregoing, but subject to Sections 5.3 and 5.7(bSection 5.8(b), each Party to this Agreement shall use commercially reasonable efforts to Agreement: (i) shall make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such Party in connection with the Merger and the other Contemplated Transactions; (ii) shall use commercially reasonable efforts to obtain each consent Consent (if any) reasonably required to be obtained (pursuant to any applicable Law Legal Requirement or Contract, or otherwise) by such Party in connection with the Merger or any of the other Contemplated Transactions or for such Contract to remain in full force and effect; , (iii) shall use commercially reasonable efforts to lift any injunction prohibiting, or any other legal bar to, the Merger or any of the other Contemplated Transactions; Transactions and (iv) shall use commercially reasonable efforts to satisfy the conditions precedent to the consummation of this Agreement and (v) execute and deliver including, in the case of DPI, Section 8.6). Each Party shall provide to the other Party a copy of each proposed filing with or other submission to any additional instruments that are or may become reasonably necessary, proper or advisable Governmental Body relating to consummate any of the transactions contemplated by this Agreement, including the MergerContemplated Transactions, and shall give the other Party a reasonable time prior to carry out fully making such filing or other submission in which to review and comment on such proposed filing or other submission. Each Party shall promptly deliver to the purposes other Party a copy of this Agreementeach such filing or other submission made, each notice given and each Consent obtained by such Party during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, and subject to Section 5.3, no Party shall have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available to any Person any Intellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date); (v) to make or cause any of its Subsidiaries to make any commitment or agree to any undertaking (to any Governmental Authority Body or otherwise) regarding its future operations. ; or (cvi) Each of Innovate and Merger Sub will take all actions necessary to (i) cause Merger Sub contest any Legal Proceeding or any order, writ, injunction or decree relating to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (ii) ensure that Merger Sub prior to the Effective Time shall not conduct any business, incur or guarantee any Indebtedness or any of the other liabilities Contemplated Transactions if such Party determines in good faith that contesting such Legal Proceeding or make any investmentsorder, other than those activities incident to its obligations under this Agreement writ, injunction or the transactions contemplated herebydecree might not be advisable.

Additional Agreements. (a) Without limiting any other provision of this Agreement, including, without limitation, the conditions Subject to the Closing in Sections 6, 7 and 8 and subject to Sections 5.3 and 5.7(bSection 5.8(b), the Parties shall use commercially reasonable efforts to cause to be taken all actions necessary to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing foregoing, but subject to Sections 5.3 and 5.7(bSection 5.8(b), each Party to this Agreement shall use commercially reasonable efforts to Agreement: (i) shall make all filings and other submissions (if any) and give all notices (if any) reasonably required to be made and given by such Party in connection with the Merger and the other Contemplated Transactions; (ii) shall use commercially reasonable efforts to obtain each consent Consent (if any) reasonably required to be obtained (pursuant to any applicable Law Legal Requirement or Contract, or otherwise) by such Party in connection with the Merger or any of the other Contemplated Transactions or for such Contract to remain in full force and effect; (iii) shall use commercially reasonable efforts to lift any injunction prohibiting, or any other legal bar to, the Merger or any of the other Contemplated Transactions; and (iv) shall use commercially reasonable efforts to satisfy the conditions precedent to the consummation of this Agreement and (v) execute and deliver any additional instruments that are or may become reasonably necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including the Merger, and to carry out fully the purposes of this Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, and subject to Section 5.3, no Party shall have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available to any Person any Intellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date); (v) to make or cause any of its Subsidiaries to make any commitment or agree to any undertaking (to any Governmental Authority Body or otherwise) regarding its future operations; or (vi) to contest any Legal Proceeding or any order, writ, injunction or decree relating to the Merger or any of the other Contemplated Transactions if such Party determines in good faith that contesting such Legal Proceeding or order, writ, injunction or decree might not be advisable. (c) Each The Acquiror shall terminate or sublease (to a sublessee reasonably acceptable to the Company) its current facilities leases. (d) The Acquiror shall obtain the resignations of, or terminate, all of Innovate its officers and Merger Sub will employees, except for those listed on Schedule 5.8(d)(i) of the Acquiror Disclosure Letter, effective no later than immediately prior to the Effective Time, and deliver evidence of such resignations and/or terminations to the Company at or prior to the Effective Time. The Board of Directors of the Acquiror shall appoint each of the individuals set forth on Schedule 5.8(d)(ii) as officers of the Acquiror, effective as of the Effective Time. (e) The Acquiror and the Company shall obtain the resignations of, or terminate, all of their respective directors, except for those listed on Schedule 5.8(e)(i) of the Acquiror Disclosure Letter or Company Disclosure Letter, respectively, effective no later than immediately prior to the Effective Time, and deliver evidence of such resignations and/or terminations to the other Party at or prior to the Effective Time. The Acquiror shall take all such actions as necessary to reduce the size of its Board of Directors to seven (i7) cause Merger Sub to perform its obligations under this Agreement members, effective prior to, at or immediately following the Effective Time and to consummate appoint, effective as of the Merger on Effective Time, the terms following persons to serve as members of the Board of Directors of the Acquiror: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and conditions set forth in this Agreement and (ii) ensure that Merger Sub such other current member of the Acquiror’s Board of Directors as selected by the Acquiror’s Board of Directors prior to the Effective Time (the “Remaining Acquiror Directors”), and ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, Ph.D., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Ph.D., ▇▇▇▇ ▇▇▇▇▇▇▇▇ and one person to be appointed by a majority of the six members of the Board of Directors of the Acquiror who are elected pursuant to this Section 5.8(e) (such five Persons, the “Additional Directors”), each to serve as members of the Board of Directors of the Acquiror, and the Board of Directors of the Acquiror shall cause such directors to be nominated at the next annual meeting of shareholders of the Acquiror. (f) The Company shall not conduct enter into any businessagreement with respect to the Note and Warrant Purchase Agreement to extend the date of the Fourth Closing beyond July 31, incur 2011. (g) The Company shall effect the conversion of all convertible promissory notes issued by the Company, including but not limited to the convertible promissory notes issued under the Note and Warrant Purchase Agreement, into Company Capital Stock in accordance with the terms of such notes, prior to or guarantee any Indebtedness or any other liabilities or make any investments, other than those activities incident to its obligations under this Agreement or upon the transactions contemplated herebyEffective Time.

Additional Agreements. In addition to the other agreements of EMH and EME Homer City contained elsewhere in this Agreement, each of EMH and EME Homer City hereby agrees and acknowledges, as applicable, that: (a) Without limiting Until the later of the Closing Date and the Expiration Date, it will advise CSFB and ▇▇▇▇▇▇ Brothers promptly of any of the following upon knowledge thereof: (i) the occurrence of any event which may cause EMH and EME Homer City to withdraw, terminate or cancel the Solicitation or would permit EMH and EME Homer City to exercise any right not to pay for Consents validly delivered pursuant to the Solicitation, (ii) the occurrence of any event or the discovery of any fact, the occurrence or existence of which it believes would require the making of any material change in the Solicitation Materials then being used or would cause any statement, representation or warranty contained in this Agreement or in any of the Solicitation Materials to be untrue or inaccurate in any material respect, (iii) any proposal or requirement to amend or supplement the Solicitation Materials or to make any other provision filing pursuant to any applicable law, regulation or other rule, (iv) the effectiveness of the Registration Statement and of the issuance by the Commission of any stop order with respect to the Registration Statement or the institution by the Commission of any stop order proceedings in respect of the Registration Statement, and it will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued, (v) the date on which the Statement shall have been filed with the Commission pursuant to Rule 424(b), (vi) the issuance by the Commission or any other governmental or regulatory agency or authority of any comment or order concerning the Solicitation, (vii) any material development in connection with the Solicitation or the other transactions contemplated by the Statement, (viii) the receipt by EMH or EME Homer City of any notification with respect to the suspension of the qualification of the Bonds or the Pass-Through Bonds for sale in any jurisdiction or the institution or threatening of a proceeding for such purpose or (ix) any other information relating to the Solicitation which CSFB or ▇▇▇▇▇▇ Brothers may from time to time reasonably request. (b) In the event that EMH or EME Homer City is required, or considers it advisable, to amend or supplement the Solicitation Materials or make any additional filings with any governmental or regulatory agency or authority, it shall not make such amendment or supplement or filing without CSFB's and ▇▇▇▇▇▇ Brothers' prior approval, which shall not be unreasonably withheld or delayed. (c) It will, at its own expense, file and disseminate, as required, any necessary amendments or supplements to the Solicitation Materials and other documents that are filed with any governmental or regulatory agency or authority relating to the Solicitation, and it will promptly furnish to CSFB and ▇▇▇▇▇▇ Brothers an accurate and complete copy of each such amendment or supplement upon the filing thereof. (d) It will arrange for the qualification of the Pass-Through Bonds for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Solicitation Agents may designate and will maintain such qualifications in effect so long as required. (e) It will comply with the Securities Act and the Exchange Act relating to the Solicitation to the extent applicable. (f) It will perform its agreements and obligations set forth in or contemplated by the Solicitation Materials, including, but not limited to, paying the Consent Payment in accordance with and subject to the terms and conditions of the Solicitation if all conditions precedent thereto have been met and furnishing the Trustee any officers' certificates or other documents required or reasonably requested by the Trustee in connection with the execution and delivery of the Amended and Restated Indenture by the Trustee. (g) In performing the services contemplated by this Agreement, includingCSFB and ▇▇▇▇▇▇ Brothers will be relying on the information furnished by EMH, EME Homer City, its respective officers, attorneys and other agents and information available from generally recognized public sources without limitationindependent verification. (h) Each of EMH and EME Homer City hereby jointly and severally agrees that it will pay, or cause to be paid, promptly, in accordance with the conditions to the Closing in Sections 6, 7 and 8 terms and subject to Sections 5.3 the conditions of the Solicitation as set forth in the Solicitation Materials and 5.7(b)this Agreement, the Parties shall use commercially reasonable efforts Consent Payment relating to the Solicitation and EMH and EME Homer City will pay, or will cause to be taken paid, all actions necessary related fees and expenses they are obligated to pay under the Transaction Documents, including, but not limited to, fees and expenses payable hereunder. (i) Neither EMH nor EME Homer City will take any action (or permit any of its subsidiaries or cause any of its affiliates to take any action and will use its reasonable best efforts to ensure that its affiliates do not take any action) to cause Newco to be subject to an entity-level tax. (j) Each of EMH and EME Homer City (i) shall provide to the Solicitation Agents on the Closing Date each of the Closing Date Documents (as defined below) and (ii) agrees that they will not consummate the Merger Transactions unless and make effective the other Contemplated Transactions. Without limiting the generality until all of the foregoing but subject to Sections 5.3 following conditions are satisfied: (1) On the Closing Date, (i) all of EMH's and 5.7(b), EME Homer City's representations and warranties contained herein shall be true and correct and each Party to of EME and EME Homer City shall have performed all of the agreements contained in this Agreement and as set forth in the Solicitation Materials theretofore required by it to have been performed and (ii) all of EMH's and EME Homer City's representations and warranties contained in each Participation Agreement shall use commercially reasonable efforts be true and correct and each of EMH and EME Homer City shall have performed all of the agreements contained in each Participation Agreement theretofore required by it to have been performed, and with respect to (i) and (ii) the Solicitation Agents shall have received certificates to those effects, dated the Closing Date, signed by the Chief Executive Officer or President and the Chief Financial Officer or Treasurer of EMH and the Chief Executive Officer or President and the Chief Financial Officer or Treasurer of EME Homer City. (2) On the Closing Date, no stop order or restraining order shall have been issued and no action, lawsuit, claim or governmental or administrative proceeding shall have been commenced or, to the best of EMH's or EME Homer City's knowledge, threatened with respect to the Solicitation or the other Transactions before any court, agency or other governmental regulatory body of any jurisdiction that CSFB or ▇▇▇▇▇▇ Brothers, in good faith after consultation with counsel, believes renders it inadvisable for CSFB or ▇▇▇▇▇▇ Brothers to continue to act hereunder as Solicitation Agent. (3) On the Closing Date, no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission. (4) On the Closing Date, EMH shall have furnished to CSFB and ▇▇▇▇▇▇ Brothers, (i) an opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, LLP, counsel to EMH and EME Homer City, which shall also cover certain matters with respect to Newco, addressed to CSFB and ▇▇▇▇▇▇ Brothers, in form and substance satisfactory to the Solicitation Agents, (ii) an opinion of ▇▇▇▇▇▇, ▇▇▇▇▇ & Bockius LLP, Pennsylvania counsel to EME Homer City, addressed to CSFB and ▇▇▇▇▇▇ Brothers, in form and substance satisfactory to the Solicitation Agents, and (iii) an opinion of the in-house counsel of EMH and EME Homer City, addressed to CSFB and ▇▇▇▇▇▇ Brothers, in form and substance satisfactory to the Solicitation Agents. (5) On the Closing Date, CSFB and ▇▇▇▇▇▇ Brothers shall have received the opinions of counsel described in each Participation Agreement to be delivered to EME Homer City or delivered by counsel to EME Homer City, in each case addressed to CSFB and ▇▇▇▇▇▇ Brothers. (6) On the Closing Date, there shall exist no conditions that would constitute an Event of Default under the Amended and Restated Indenture, a Lease Event of Default under any Lease or a Lease Indenture Event of Default under any Lease Indenture (or an event that with notice or the lapse of time, or both, would constitute an Event of Default, Lease Event of Default or Lease Indenture Event of Default). (7) No Solicitation Agent shall have discovered and disclosed to EMH or EME Homer City on or prior to the Closing Date that the Registration Statement, or any amendment or supplement thereto, contains an untrue statement of a fact which, in the opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel to the Solicitation Agents, is material or omits to state a fact which, in the opinion of such counsel, is material and is necessary to make all filings the statements, in light of the circumstances under which they were made, not misleading. (8) The Solicitation Agents shall have received a copy of the mortgagee's title insurance policy (or policies) or marked up conditional title binder (or binders) for such insurance dated the Closing Date and in favor of the Security Agent. (9) With respect to the letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP delivered to the Solicitation Agents pursuant to Section 9(i) (the "INITIAL LETTER"), the Solicitation Agents shall have received a letter (as used in this paragraph, the "BRING-DOWN letter") of such accountants, addressed to the Solicitation Agents and dated as of the Closing Date (i) confirming that they are independent public accountants with respect to EMH and EME Homer City as required by the Securities Act, (ii) stating, as of the date of the bring-down letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Statement, as of a date not more than two days prior to the date of the bring-down letter), the conclusions and findings of such firm with respect to the financial information and other submissions matters covered by the initial letter and (if anyiii) confirming in all material respects the conclusions and give all notices findings set forth in the initial letter. (if any10) required On the Closing Date, (i)(A) S&P shall have delivered to EMH and EME Homer City a final rating letter, setting forth a rating of "BBB-" with respect to the Pass-Through Bonds and (B) ▇▇▇▇▇'▇ shall have delivered to EMH and EME Homer a final rating letter, setting forth a rating of "Baa3" with respect to the Pass-Through Bonds, (ii) each of ▇▇▇▇▇'▇ and S&P shall have delivered to EMH and EME Homer City a letter confirming the ratings of the debt securities of EME after giving effect to the Transactions and (iii) neither of ▇▇▇▇▇'▇ nor S&P shall have announced that it has under surveillance or review, with possible negative implications, its rating of the Pass-Through Bonds or the debt securities of EME. (11) All Operative Documents, Transaction Documents and any other documents to be made and given by such Party entered into in connection with the Merger Transactions shall have been entered into by the parties thereto on the Closing Date, except for any OP Guarantee or any agreement with respect to Support Arrangements (as defined in each Participation Agreement) and the Solicitation Agents shall have been provided with counterparts, conformed as executed, thereof. (12) On the Closing Date, each EME Party shall have furnished to the Solicitation Agents (other Contemplated Transactionsthan to the extent already provided pursuant to Section 9(h)) (i) a copy of the resolutions of its governing board or committees thereof, certified by the Secretary or Assistant Secretary of such entity, duly authorizing the execution, delivery and performance of the Transactions and each other Operative Document and Transaction Document to which it is or will be a party and any other documents executed by or on behalf of it in connection with the transactions contemplated thereby; (ii) obtain each consent certified copies of its organizational documents; and (iii), if applicable, certified copies of powers-of-attorney, if any) reasonably required to be obtained (, pursuant to which officers of such entity shall execute each Operative Document or Transaction Document to which it is or will be a party and any applicable Law other documents executed by or Contract, or otherwise) by such Party on behalf of it in connection with the Merger transactions contemplated thereby. (13) On the Closing Date, all amendments, waivers or any of the other Contemplated Transactions or for such Contract to remain consents as set forth on Schedule I attached hereto shall have been received and shall be in full force and effect; . The documents described in clauses (iii1), (4), (5), (8), (9), (10) lift any injunction prohibiting, or any other legal bar to, the Merger or any of the other Contemplated Transactions; (iv) satisfy the conditions precedent to the consummation of this Agreement and (v12) execute and deliver any additional instruments that are or may become reasonably necessary, proper or advisable referred to consummate the transactions contemplated by this Agreement, including the Merger, and to carry out fully the purposes of this Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, and subject to Section 5.3, no Party shall have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available to any Person any Intellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date); (v) to make or cause any of its Subsidiaries to make any commitment or agree to any undertaking (to any Governmental Authority or otherwise) regarding its future operations. (c) Each of Innovate and Merger Sub will take all actions necessary to (i) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (ii) ensure that Merger Sub prior to as the Effective Time shall not conduct any business, incur or guarantee any Indebtedness or any other liabilities or make any investments, other than those activities incident to its obligations under this Agreement or the transactions contemplated hereby"CLOSING DATE DOCUMENTS."

Additional Agreements. (a) Without limiting any other provision of this Agreement, including, without limitation, the conditions to the Closing in Sections 6, 7 and 8 and subject to Sections 5.3 and 5.7(b), the The Parties shall use commercially reasonable efforts to cause to be taken all actions necessary to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing but subject to Sections 5.3 and 5.7(b)foregoing, each Party to this Agreement shall use commercially reasonable efforts to Agreement: (i) shall make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such Party in connection with the Merger and the other Contemplated Transactions; (ii) shall use commercially reasonable efforts to obtain each consent Consent (if any) reasonably required to be obtained (pursuant to any applicable Law Legal Requirement or Contract, or otherwise) by such Party in connection with the Merger or any of the other Contemplated Transactions or for such Contract to remain in full force and effect; , (iii) shall use commercially reasonable efforts to lift any injunction prohibiting, or any other legal bar to, the Merger or any of the other Contemplated Transactions; Transactions and (iv) shall use commercially reasonable efforts to satisfy the conditions precedent to the consummation of this Agreement and (v) execute and deliver Agreement. Each Party shall provide to the other Party a copy of each proposed filing with or other submission to any additional instruments that are or may become reasonably necessary, proper or advisable Governmental Body relating to consummate any of the transactions contemplated by this Agreement, including the MergerContemplated Transactions, and shall give the other Party a reasonable time prior to carry out fully making such filing or other submission in which to review and comment on such proposed filing or other submission and consider in good faith such Party's comments with respect thereto. Each Party shall promptly deliver to the purposes other Party a copy of this Agreementeach such filing or other submission made, each notice given and each Consent obtained by such Party during the Pre-Closing Period. (b) Notwithstanding anything NitroMed shall prepare and file on or before the relevant due dates therefor, all Federal, state, local and foreign Tax Returns required to the contrary contained in this Agreement, and subject be filed by NitroMed or any NitroMed Subsidiary prior to Section 5.3, no Party shall have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available to any Person any Intellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date); (v) , taking into account any validly obtained extensions of time for filing such Tax Returns, and shall pay on or before the applicable due dates all Taxes shown to make or cause be due and payable on such Tax Returns and all other Taxes, including, without limitation, estimated Taxes and any of its Subsidiaries Taxes payable with any applicable Tax Return extensions, which become due and payable prior to make any commitment or agree the Closing Date. NitroMed will provide Deerfield with a reasonable opportunity to any undertaking (review each income Tax Return prior to any Governmental Authority or otherwise) regarding its future operationsthe filing thereof. (c) Each NitroMed shall prepare and file, and the Parties shall cooperate with NitroMed in doing so, all Tax Returns regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer or stamp Taxes, any transfer, recording, registration or other fees or any similar Taxes which become payable in connection with the Contemplated Transactions that are required to be filed on or before the Effective Time. All such Taxes will be paid by NitroMed. (d) Prior to the Effective Time, NitroMed shall have used commercially reasonable efforts to extend the agreement referred to in Part 2.11(a)(x)(6) of Innovate and Merger Sub will take all actions necessary to (i) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on Disclosure Schedule in accordance with the terms and conditions set forth in this Agreement and (iiPart 5.5(d) ensure that Merger Sub prior to of the Effective Time shall not conduct any business, incur or guarantee any Indebtedness or any other liabilities or make any investments, other than those activities incident to its obligations under this Agreement or the transactions contemplated herebyDisclosure Schedule.

Additional Agreements. (a) Without limiting any other provision of this Agreement, including, without limitation, the conditions Subject to the Closing in Sections 6terms and conditions herein ---------------------- provided, 7 HT, HLP and 8 each Subsidiary, on the one hand, and subject to Sections 5.3 and 5.7(b)CHP on the other hand, the Parties shall use commercially reasonable efforts to take, or cause to be taken taken, all actions necessary and shall do, or cause to be done, all things necessary, appropriate or desirable under any applicable law or regulation or under any applicable governing agreement to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing but subject to Sections 5.3 and 5.7(b), each Party to this Agreement shall use commercially reasonable efforts to (i) make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such Party in connection with the Merger and the other Contemplated Transactions; (ii) obtain each consent (if any) reasonably required to be obtained (pursuant to any applicable Law or Contract, or otherwise) by such Party in connection with the Merger or any of the other Contemplated Transactions or for such Contract to remain in full force and effect; (iii) lift any injunction prohibiting, or any other legal bar to, the Merger or any of the other Contemplated Transactions; (iv) satisfy the conditions precedent to the consummation of this Agreement and (v) execute and deliver any additional instruments that are or may become reasonably necessary, proper or advisable to consummate the transactions contemplated by this AgreementAgreement and the Transaction Documents including using all reasonable efforts to obtain all necessary waivers, including the Merger, consents and approvals related to carry out fully the purposes of this Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, it and subject to Section 5.3, no Party shall have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available to any Person any Intellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date); (v) to make or cause any of its Subsidiaries to make any commitment or agree to any undertaking (to any Governmental Authority or otherwise) regarding its future operations. (c) Each of Innovate and Merger Sub will take all actions necessary to (i) effect all necessary registrations and filings. HT, HLP and each Subsidiary on the one hand, and CHP on the other hand, shall take, or cause Merger Sub to perform be taken, all action or shall do, or cause to be done, all things necessary, appropriate or desirable to cause its obligations under covenants and conditions it is obligated to satisfy applicable to the transactions contemplated hereby to be performed or satisfied as soon as practicable. In addition, if any Governmental Entity shall have issued an order, decree, ruling or injunction, or taken any other action related to HT, HLP or any Subsidiary, on the one hand or CHP, on the other hand that would have the effect of restraining, enjoining or otherwise prohibiting or preventing the consummation of the transactions contemplated by this Agreement and the Transaction Documents, such party that is the subject of the order, decree, ruling, etc. shall use its reasonable best efforts to consummate have such order, decree, ruling or injunction or other action declared ineffective as soon as practicable. If at any time after each Closing Date, any further action is necessary to be taken so as to comply with this Agreement, the Merger on the terms and conditions set forth in this Agreement and (iiapplicable part(ies) ensure that Merger Sub prior to the Effective Time shall not conduct any business, incur or guarantee any Indebtedness or any other liabilities or make any investments, other than those activities incident to its obligations under this Agreement or the transactions contemplated herebytheir duly authorized representatives shall take all such action.

Additional Agreements. (a) Without limiting any other provision of this Agreement, including, without limitation, the conditions to the Closing in Sections 6, 7 and 8 and subject Subject to Sections 5.3 4.5, 5.2(c), 5.3(d) and 5.7(b5.6(b), the Parties shall use commercially reasonable efforts to cause to be taken all actions necessary to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing foregoing, but subject to Sections 5.3 and 5.7(bSection 5.6(b), each Party to this Agreement shall use commercially reasonable efforts to Agreement: (i) shall make all filings and other submissions (if any) and give all notices (if any) reasonably required to be made and given by such Party in connection with the Merger and the other Contemplated Transactions; (ii) shall use commercially reasonable efforts to obtain each consent Consent (if any) reasonably required to be obtained (pursuant to any applicable Law Legal Requirement or Material Contract, or otherwise) by such Party in connection with the Merger or any of the other Contemplated Transactions or for such Contract to remain in full force and effect; (iii) shall use commercially reasonable efforts to lift any injunction prohibiting, or any other legal bar to, the Merger or any of the other Contemplated Transactions; and (iv) shall use commercially reasonable efforts to satisfy the conditions precedent to the consummation of this Agreement and (v) execute and deliver Agreement. Each Party shall provide to the other Party a copy of each proposed filing with or other submission to any additional instruments that are or may become reasonably necessary, proper or advisable Governmental Entity relating to consummate any of the transactions contemplated by this Agreement, including the MergerContemplated Transactions, and shall give the other Party a reasonable time before making such filing or other submission in which to carry out fully review and comment on such proposed filing or other submission. Each Party shall promptly deliver to the purposes other Party a copy of this Agreementeach such filing or other submission made, each notice given and each Consent obtained by such Party during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, and subject to Section 5.3, no Party shall have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available to any Person any Intellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date); (v) to make or cause any of its Subsidiaries to make any commitment or agree to any undertaking (to any Governmental Authority Entity or otherwise) regarding its future operations. ; or (cvi) Each of Innovate and Merger Sub will take all actions necessary to (i) cause Merger Sub contest any Legal Proceeding or any order, writ, injunction or decree relating to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (ii) ensure that Merger Sub prior to the Effective Time shall not conduct any business, incur or guarantee any Indebtedness or any of the other liabilities Contemplated Transactions if such Party determines in good faith that contesting such Legal Proceeding or make any investmentsorder, other than those activities incident to its obligations under this Agreement writ, injunction or the transactions contemplated herebydecree might not be advisable.

Additional Agreements. (a) Without limiting any other provision of this Agreement, including, without limitation, the conditions Subject to the Closing in Sections 6, 7 and 8 and subject to Sections 5.3 and Section 5.7(b), the Parties shall use commercially reasonable best efforts to cause to be taken all actions necessary to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing foregoing, but subject to Sections 5.3 and Section 5.7(b), each Party to this Agreement shall use commercially reasonable efforts to Agreement: (i) shall make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such Party in connection with the Merger and the other Contemplated Transactions; (ii) shall use reasonable best efforts to obtain each consent Consent (if any) reasonably required to be obtained (pursuant to any applicable Law Legal Requirement or Contract, or otherwise) by such Party in connection with the Merger or any of the other Contemplated Transactions or for such Contract to remain in full force and effect; (iii) shall use reasonable best efforts to lift any injunction prohibiting, or any other legal bar to, the Merger or any of the other Contemplated Transactions; and (iv) shall use reasonable best efforts to satisfy the conditions precedent to the consummation of this Agreement and (v) execute and deliver any additional instruments that are or may become reasonably necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including the Merger, and to carry out fully the purposes of this AgreementClosing. (b) Notwithstanding anything to the contrary contained in this Agreement, each of Company and subject to Section 5.3, no Party Parent shall have any obligation be obligated under this AgreementAgreement to use their reasonable best efforts: (i) to divest, dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available to any Person any Intellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date); (viv) to make or cause any of its Subsidiaries to proffer and make any undertaking or other commitment or agree to any undertaking (to any Governmental Authority Body or otherwise) regarding its future operations. ; or (cv) Each to contest any Legal Proceeding or any order, writ, injunction or decree relating to the Merger or any of Innovate and Merger Sub will take all the other Contemplated Transactions, provided, however, that (y) such actions are necessary to (i) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement Contemplated Transactions, and (iiz) ensure that Merger Sub prior no such action, either individually or in the aggregate, would be reasonably expected to result in a material adverse impact on any Party’s expected benefits from the Effective Time shall not conduct any business, incur or guarantee any Indebtedness or any other liabilities or make any investments, other than those activities incident to its obligations under this Agreement or the transactions contemplated herebyContemplated Transactions.

Additional Agreements. (a) Without limiting any other provision Subject to the terms and conditions of this Agreement, including, without limitation, the conditions to the Closing in Sections 6, 7 and 8 and subject to Sections 5.3 and 5.7(b), the Parties shall use commercially reasonable efforts to cause to be taken all actions necessary to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing but subject to Sections 5.3 and 5.7(b), each Party to this Agreement shall use commercially reasonable efforts to The Company: (i) shall make all filings and other submissions (if any) and give all notices Filings (if any) required to be made and given by such Party in connection with the Merger and the other Contemplated Transactions; and (ii) shall use reasonable best efforts to obtain each consent Consent (if any) reasonably required to be obtained (pursuant to any applicable Law Legal Requirement, Contract or Contract, or otherwise) otherwise by such Party the Company in connection with the Merger or any of the other Contemplated Transactions or for any such Contract to remain in full force and effect; provided that the Company shall not be required to pay any cash amount or agree to any modifications or concessions to obtain any such Consent and failure to obtain any such Consent shall not prevent any condition to the Contemplated Transactions from being satisfied or give rise to a termination event under ARTICLE X of this Agreement. Buyer hereby agrees to (iiia) lift cooperate with the Company in all reasonable respects and to provide any injunction prohibitingnecessary documentation or information reasonably required by the Company in connection with the foregoing, as well as (b) to make all Filings (if any) required to be made or any other legal bar to, given by Buyer in connection with the Merger or any of the other Contemplated Transactions; (iv) . Subject to the terms and conditions of this Agreement, each Party shall use reasonable best efforts to satisfy the conditions precedent to the consummation obligations of this Agreement and (v) execute and deliver any additional instruments that are the Company, in the case of Buyer, or may become reasonably necessaryBuyer, proper or advisable in the case of the Company, to consummate the transactions contemplated by this AgreementContemplated Transactions. The Company shall provide prompt (and, in any event, within two (2) Business Days upon the occurrence of such an event) written notice to Buyer of (1) the liquidation, insolvency or bankruptcy of any home improvement contractors or residential solar energy system installers of the Company and the Company Subsidiaries (collectively, the “Contractors”), or (2) any discounts, rebates, or write ups, write downs, write offs or impairments, including any non-cash charges or provision for credit losses, of any short-term capital advances the Merger, and Company provides to carry out fully the purposes of this Agreement. (b) such Contractors. Notwithstanding anything to the contrary contained in this Agreement, and subject to Section 5.3, no Party shall have any obligation under this Agreement: (i) to dispose none of Buyer or transfer or cause any of its Subsidiaries shall be required to, and the Company may not and may not permit any Subsidiary to, without the prior written consent of Buyer, become subject to, consent to dispose of or transfer any assets; (ii) to discontinue offer or cause any of its Subsidiaries to discontinue offering any product or service; (iii) to license agree to, or otherwise make availabletake any action with respect to, any requirement, condition, limitation, understanding, agreement or cause any of its Subsidiaries order to license or otherwise make available to any Person any Intellectual Property; (ivA) to sell, license, assign, transfer, divest, hold separate or cause otherwise dispose of any assets, business or portion of its Subsidiaries to hold separate business of the Company, Buyer or any assets Subsidiary of either of the foregoing, (B) conduct, restrict, operate, invest or operations otherwise change the assets, the business or portion of the business of the Company, Buyer or any Subsidiary of either of the foregoing in any manner or (either before C) impose any restriction, requirement or after the Closing Date); (v) to make or cause any of its Subsidiaries to make any commitment or agree to any undertaking (to any Governmental Authority or otherwise) regarding its future operations. (c) Each of Innovate and Merger Sub will take all actions necessary to (i) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger limitation on the terms and conditions set forth in this Agreement and (ii) ensure that Merger Sub prior to operation of the Effective Time shall not conduct any businessbusiness or portion of the business of the Company, incur or guarantee any Indebtedness Buyer or any other liabilities or make any investments, other than those activities incident to its obligations under this Agreement or Subsidiary of either of the transactions contemplated herebyforegoing.

Additional Agreements. 6.1 Conduct of the Business of the Company and Parent. During the period from the Agreement Date and continuing until the earlier of the valid termination of this Agreement and the Effective Time, each of the Company and Parent shall, and shall cause each of their respective Subsidiaries to: (a) Without limiting any other provision subject to applicable Law, conduct its business solely in the Ordinary Course of this Agreement, including, without limitation, the conditions Business (except to the Closing extent expressly provided otherwise herein or as consented to in Sections 6, 7 and 8 and subject to Sections 5.3 and 5.7(b), the Parties shall use commercially reasonable efforts to cause to be taken all actions necessary to consummate the Merger and make effective writing by the other Contemplated Transactions. Without limiting the generality of the foregoing but subject to Sections 5.3 and 5.7(bparty hereto (which consent will not be unreasonably withhold, conditioned, or delayed), each Party to this Agreement shall ); (b) use commercially reasonable efforts to (i) make pay and perform all filings of its undisputed debts and other submissions obligations (if anyincluding Taxes) and give all notices (if any) required to be made and given by such Party in connection with the Merger and the other Contemplated Transactions; when due, (ii) obtain each consent collect accounts receivable when due and not extend credit, discounts, accommodations or concessions outside of the Ordinary Course of Business, (if anyiii) reasonably required to be obtained (pursuant to any applicable Law or Contract, or otherwise) by such Party in connection with the Merger sell its or any of the its Subsidiaries products and services consistent with past practice as to discounting, license, service, warranty, and maintenance terms, incentive programs and revenue recognition and other Contemplated Transactions or for such Contract to remain in full force terms and effect; (iii) lift any injunction prohibiting, or any other legal bar to, the Merger or any of the other Contemplated Transactions; (iv) satisfy preserve intact its present business organizations, keep available the conditions precedent to services of its present officers and Employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it; (c) ensure that each of its Contracts entered into after the Agreement Date will not require the procurement of any consent, waiver or novation or provide for any change in the obligations of any party thereto in connection with, or terminate as a result of the consummation of this Agreement and (v) execute and deliver any additional instruments that are or may become reasonably necessaryof, proper or advisable to consummate the transactions contemplated by this Agreementhereby, including the Merger, and shall give reasonable advance notice to carry out fully the purposes of this Agreement.other parties hereto prior to allowing any Company Material Contract or Parent Material Contract, as applicable, or right thereunder to lapse or terminate by its terms; (bd) Notwithstanding anything to promptly notify the contrary contained in this Agreement, and subject to Section 5.3, no Party shall have other parties hereto of any obligation under this Agreement: (i) to dispose of notice or transfer or cause any of its Subsidiaries to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available to other communication from any Person any Intellectual Property; (iv) to hold separate alleging that the consent of such Person is or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date); (v) to make or cause any of its Subsidiaries to make any commitment or agree to any undertaking (to any Governmental Authority or otherwise) regarding its future operations. (c) Each of Innovate and Merger Sub will take all actions necessary to (i) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth may be required in this Agreement and (ii) ensure that Merger Sub prior to the Effective Time shall not conduct any business, incur or guarantee any Indebtedness or any other liabilities or make any investments, other than those activities incident to its obligations under this Agreement or connection with the transactions contemplated hereby; (e) promptly notify the other parties hereto of any notice or other communication from any Governmental Entity (i) relating to the Merger, (ii) indicating that a Permit is or about to be revoked or (iii) indicating that a Permit is required in any jurisdiction in which such Permit has not been obtained, which revocation or failure to obtain has had or would reasonably be expected to be material to Parent (following the Effective Time) or the Company and its Subsidiaries, taken as a whole.

Additional Agreements. (a) Without limiting any other provision of Upon the terms and subject to the conditions set forth in this Agreement, including, without limitation, each of the conditions parties to the Closing in Sections 6, 7 and 8 and subject this Agreement agrees to Sections 5.3 and 5.7(b), the Parties shall use commercially its reasonable best efforts to take, or cause to be taken taken, all actions necessary and to consummate the Merger do, or cause to be done, and make effective to assist and cooperate with the other Contemplated Transactions. Without limiting the generality of the foregoing but subject parties in doing, all things necessary, proper or advisable to Sections 5.3 and 5.7(b), each Party fulfill all conditions applicable to such party pursuant to this Agreement shall use commercially reasonable efforts and to consummate and make effective, as promptly as reasonably practicable, the Mergers and the other transactions contemplated by this Agreement, including (i) make the obtaining of all filings necessary, proper or advisable actions or nonactions, waivers, consents and approvals from Governmental Entities and other submissions (if any) and give all notices (if any) required to be made and given by such Party in connection with the Merger third parties and the other Contemplated Transactions; making of all necessary, proper or advisable registrations, notices and the taking of all reasonable steps as may be necessary to obtain an approval, waiver, consent or exemption from any Governmental Entity, (ii) obtain each consent (if any) reasonably required to be obtained (pursuant to any applicable Law the obtaining of all necessary, proper or Contractadvisable consents, approvals, waivers or otherwise) by such Party in connection with the Merger or any of the other Contemplated Transactions or for such Contract to remain in full force and effect; exemptions from non-governmental third parties, (iii) lift any injunction prohibiting, or any other legal bar to, the Merger or any execution and delivery of the other Contemplated Transactions; (iv) satisfy the conditions precedent to the consummation of this Agreement and (v) execute and deliver any additional documents or instruments that are or may become reasonably necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including the Mergerby, and to fully carry out fully the purposes of this Agreement and (iv) the obtaining of customary tenant estoppels with respect to the Major Leases and the ground leases listed in Section 3.11(b) of the Company Disclosure Schedule or other reasonable requests for estoppels; provided, however, that the Company will not be required to seek any estoppels in a form different from the form attached to the applicable lease, if any; providedfurther that the failure to obtain any such estoppels shall not be considered to be a breach of this Agreement. (b) Notwithstanding anything The Company and the Operating Partnership shall give prompt notice to the contrary Purchaser Parties and the Purchaser Parties shall give prompt notice to the Company and the Operating Partnership, if (i) any representation or warranty made by it contained in this AgreementAgreement that is qualified as to materiality becomes untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becomes untrue or inaccurate in any material respect or (ii) it fails to comply with or satisfy in any material respect any covenant, and subject condition or agreement to Section 5.3, no Party shall have any obligation be complied with or satisfied by it under this Agreement: (i) ; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to dispose the obligations of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available to any Person any Intellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date); (v) to make or cause any of its Subsidiaries to make any commitment or agree to any undertaking (to any Governmental Authority or otherwise) regarding its future operationsparties under this Agreement. (c) Each If, from the date of Innovate and Merger Sub will take all actions necessary to (i) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (ii) ensure that Merger Sub prior to the Effective Time Time, Parent undertakes an underwritten public offering of Parent Common Stock that requires the inclusion of the consolidated financial statements of the Company and the Company Subsidiaries in the related registration statement and prospectus, the Company shall not conduct any businessuse its reasonable best efforts to cause its independent auditor to provide to Parent the consents necessary to include such financial statements in such registration statement and prospectus. In addition, incur or guarantee any Indebtedness or any other liabilities or make any investmentsthe Company shall use its reasonable best efforts to cause, other than those activities incident and shall use its reasonable best efforts to cause its obligations under this Agreement or the transactions contemplated herebyindependent auditor to, cooperate with Parent as Parent may reasonably request in connection with such offering.

Additional Agreements. (a) Without limiting Each of the Seller Releasors and Buyer Releasors may later discover facts in addition to or different from those which it now knows or believes to be true with respect to their respective released claims, but each of the Seller Releasors and Buyer Releasors acknowledges that, by virtue of the releases given in Sections 5.2 and 5.3, as applicable, including the release of Unknown Claims, it has finally and forever released and discharged any and all claims, demands, and causes of action, known or unknown, suspected or unsuspected, contingent or non-contingent, whether concealed or hidden, that now exist or heretofore have existed upon any theory of law or equity now existing or coming into existence in the future, including but not limited to, conduct that is negligent, reckless, intentional, with or without malice, or a breach of any duty, law or rule, without regard to the later discovery or existence of such different or additional facts. Each of the Seller Releasors and Buyer Releasors acknowledges that it later may discover facts in addition to or different from those which it now believes to be true with respect to the subject matter of this release, but it agrees that it has taken that possibility into account in reaching the releases given in Sections 5.2 and 5.3, as applicable, and that such releases given shall be and remain in effect as full and complete releases notwithstanding the discovery or existence of any such additional or different facts, as to which it expressly assumes the risk and that the releases nevertheless will be binding and effective. Notwithstanding any other provision of this Agreement, including, without limitation, the conditions this release will not extend to the Closing in Sections 6, 7 and 8 and subject to Sections 5.3 and 5.7(b), the Parties shall use commercially reasonable efforts to cause to be taken all actions necessary to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing but subject to Sections 5.3 and 5.7(b), each Party to this Agreement shall use commercially reasonable efforts to (i) make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such Party in connection with the Merger and the other Contemplated Transactions; (ii) obtain each consent (if any) reasonably required to be obtained (pursuant to any applicable Law or Contract, or otherwise) by such Party in connection with the Merger or any of the other Contemplated Transactions Seller Releasors' or for such Contract to remain in full force Buyer Releasor's respective rights and effect; (iii) lift any injunction prohibiting, or any other legal bar to, obligations under the Merger or any of the other Contemplated Transactions; (iv) satisfy the conditions precedent to the consummation of this Agreement and (v) execute and deliver any additional instruments that are or may become reasonably necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including the Merger, and to carry out fully the purposes of this AgreementNon-Released Agreements. (b) Notwithstanding anything Each of the Seller Releasors and Buyer Releasors agrees, except as required by law or court order, that it will not commence, maintain, initiate or prosecute or cause, encourage, assist, advise or cooperate with any other person or entity to the contrary contained in this Agreementcommence, and subject to Section 5.3maintain, no Party shall have initiate or prosecute any obligation under this Agreement: action, suit, proceeding, arbitration or claim before any court or other tribunal (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service; (iii) to license or otherwise make availablewhether state, or cause any of its Subsidiaries to license or otherwise make available to any Person any Intellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date); (v) to make or cause any of its Subsidiaries to make any commitment or agree to any undertaking (to any Governmental Authority federal, arbitral or otherwise) regarding its future operationsagainst the Buyer Releasees or Seller Releasees, as applicable, arising from, concerned with, or otherwise related to, in whole or in part, any of the claims released hereunder. (c) The Sellers and Buyer hereby represent and warrant that each is the owner and/or has the full legal right and power completely to release each of the claims released by the Sellers on its own behalf and Buyer on its own behalf, as applicable, in this Agreement. The Sellers and Buyer each represents and warrants that it has neither assigned nor transferred, nor purported to assign or transfer, to any other person or entity any claim herein released by the Sellers on its own behalf or Buyer on its own behalf, as applicable, or any portion of such claim or any interest therein. (d) Each of Innovate the Sellers acknowledges and Merger Sub will take agrees that the Cash Consideration, which represents a substantial premium over the liquidation value of the Inventory, the Royalty Payments, and the collection services to be provided by Buyer to the Sellers as set forth under Section 1.9 of this Agreement, represent fair and adequate compensation to the Sellers in exchange for the releases contemplated by this Article V. (e) Although this is not intended to be a general release, in the event that the releases given in Sections 5.2 and 5.3 are deemed to be a general release, the Sellers and Buyer each hereby expressly waives and relinquishes, to the fullest extent permitted by law, the provisions, rights and benefits of Section 1542 of the California Civil Code, which provides as follows: "A general release does not extend to claims which a creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." The Sellers and Buyer each expressly warrants that it has been advised by its legal counsel and understands and acknowledges the significance and consequence of these releases, of this specific waiver of Section 1542 of the California Civil Code and recognizes and understands that the same applies to and covers all actions necessary claims described in this Article V whether or not known or suspected to exist at the present time. (if) cause Merger Sub to perform its obligations under this Agreement Each of HTS and to consummate the Merger ZetaPharm on the terms one hand, and conditions set forth in this Agreement Buyer, ZGNA, and (ii) ensure that Merger Sub prior Zatpack on the other hand, shall execute and deliver to the Effective Time other at Closing the release agreement in the form attached as Exhibit G (the "HTS/ZetaPharm Release"). (g) Each of Zatpack and ZGNA shall not conduct any businessexecute and deliver to the Sellers at the Closing the release agreement in the form attached as Exhibit H (the "Zatpack/ZGNA Release"). (h) Each of the officers and directors of the Sellers, incur or guarantee any Indebtedness or any on the one hand, and Buyer on the other liabilities or make any investmentshand, shall execute and deliver to the other than those activities incident to its obligations under this Agreement or at Closing the transactions contemplated herebymutual releases in the form attached as Exhibit I (the "D&O Releases").

Additional Agreements. (a) Without limiting any other provision of this Agreement, including, without limitation, the conditions Subject to the Closing terms and conditions hereof, and Company's and Parent's respective Board of Directors' fiduciary duties to their respective shareholders under applicable law, each of the parties to this Agreement agrees to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement (including consummation of the Merger) and to cooperate with each other in Sections 6connection with the foregoing. (b) Subject to the terms and conditions hereof, 7 and 8 and subject each of the parties to Sections 5.3 and 5.7(b), the Parties shall this Agreement agrees to use commercially reasonable efforts to cause to be taken all actions necessary to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing but subject to Sections 5.3 and 5.7(b), each Party to this Agreement shall use commercially reasonable efforts to to: (i) make obtain all filings necessary waivers, consents and approvals from other parties to loan agreements, leases, licenses and other submissions (if any) and give all notices (if any) required to be made and given by such Party in connection with the Merger and the other Contemplated Transactions; contracts, (ii) obtain each consent (if any) reasonably all necessary consents, approvals and authorizations as required to be obtained under any federal, state or foreign law or regulations, (pursuant iii) defend all lawsuits or other legal proceedings challenging this Agreement or the consummation of the transactions contemplated hereby, (iv) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to any applicable Law or Contractconsummate the transactions contemplated hereby, or otherwise(v) effect all necessary registrations and filings, including, but not limited to, submissions of information requested by such Party in Governmental Entities, and (vi) fulfill all conditions to this Agreement. (c) In connection with and without limiting the Merger foregoing, Company and its Board of Directors shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Tender Offer, the Merger, this Agreement or any of the other Contemplated Transactions transactions contemplated by this Agreement or for such Contract the other agreements referred to remain in full force herein and effect; (iiiii) lift if any injunction prohibiting, state takeover statute or any other legal bar tosimilar statute or regulation becomes applicable to the Tender Offer, the Merger Merger, this Agreement or any of the other Contemplated Transactions; (iv) satisfy the conditions precedent to the consummation of this Agreement and (v) execute and deliver any additional instruments that are or may become reasonably necessary, proper or advisable to consummate the transactions contemplated by this AgreementAgreement or the other agreements referred to herein, including take all action necessary to ensure that the Tender Offer, the Merger, and to carry out fully the purposes of this Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, and subject to Section 5.3, no Party shall have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available to any Person any Intellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date); (v) to make or cause any of its Subsidiaries to make any commitment or agree to any undertaking (to any Governmental Authority or otherwise) regarding its future operations. (c) Each of Innovate and Merger Sub will take all actions necessary to (i) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (ii) ensure that Merger Sub prior to the Effective Time shall not conduct any business, incur or guarantee any Indebtedness or any other liabilities or make any investments, other than those activities incident to its obligations under transactions contemplated by this Agreement or the other agreements referred to herein may be consummated as promptly as practicable on the terms contemplated by the Tender Offer and this Agreement and otherwise to minimize the effect of such statute or regulation on the Tender Offer, the Merger, this Agreement or any of the other transactions contemplated herebyby this Agreement or the other agreements referred to herein.

Additional Agreements. (a) Without limiting any other provision of this Agreement, including, without limitation, the conditions Subject to the Closing in Sections 6terms and conditions herein provided, 7 and 8 and subject each of the parties hereto agrees to Sections 5.3 and 5.7(b), the Parties shall use commercially its reasonable best efforts to take, or cause to be taken taken, all actions necessary action, and to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing but subject to Sections 5.3 and 5.7(b)do, each Party to this Agreement shall use commercially reasonable efforts to (i) make all filings and other submissions (if any) and give all notices (if any) required or cause to be made and given by such Party in connection with the Merger and the other Contemplated Transactions; (ii) obtain each consent (if any) reasonably required to be obtained (pursuant to any applicable Law or Contractdone, or otherwise) by such Party in connection with the Merger or any of the other Contemplated Transactions or for such Contract to remain in full force and effect; (iii) lift any injunction prohibiting, or any other legal bar to, the Merger or any of the other Contemplated Transactions; (iv) satisfy the conditions precedent to the consummation of this Agreement and (v) execute and deliver any additional instruments that are or may become reasonably all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including the Mergerbut not limited to, using its reasonable best efforts to obtain all necessary waivers, consents, authorizations and approvals of or exemptions by any governmental authority, self-regulatory authority or third party, and effecting all necessary registrations and filings; provided, however, that in no event shall Purchaser be required to provide any undertakings or comply with any condition imposed by the FTC or the Antitrust Division that, in its good faith judgment, would diminish Purchaser's rights under this Agreement or adversely affect its, or any of its affiliate's business, results of operations or prospects. In case at any time after the Closing Date any further action is necessary or desirable to carry out fully the purposes of this Agreement. (b) , the proper officers and directors of the parties, as the case may be, shall promptly take all such necessary action. Where the consent of any third party is required under the terms of any of the leases or contracts to be assumed by Purchaser hereunder, the Seller which is a party to such lease or contract will take all reasonable and necessary steps to obtain such consent on terms and conditions not materially less 24 30 favorable than as in effect on the date hereof or to otherwise provide Purchaser with the benefits of such leases or contracts. The costs incurred in connection with the obtaining of such consents shall be the responsibility of Sellers. Sellers and Purchaser shall cooperate fully with each other to the extent reasonably required to obtain such consents. Notwithstanding anything to the contrary contained set forth in this Agreement, and subject to Section 5.3, no Party shall have the extent that any obligation under this Agreement: (i) to dispose of consent or transfer or cause any of its Subsidiaries to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available approval is not obtained with respect to any Person lease, contract or any Intellectual Property; (iv) to hold separate other agreement as contemplated above, this Agreement shall not constitute an assignment or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date); (v) to make or cause any of its Subsidiaries to make any commitment or an attempted assignment thereof. In each such case, Sellers agree to cooperate with Purchaser in any undertaking (to any Governmental Authority or otherwise) regarding its future operations. (c) Each of Innovate and Merger Sub will take all actions necessary reasonable arrangement designed to (i) cause Merger Sub to perform its obligations provide for Purchaser the benefits under this Agreement any such lease, contract or agreement, including enforcement at the cost and to consummate for the Merger on account of Purchaser or any and all rights of Purchaser against the terms and conditions set forth in this Agreement other party or otherwise and (ii) ensure that Merger Sub prior insure performance by Purchaser of Sellers' obligations thereunder to the Effective Time extent Purchaser receives such benefits. Notwithstanding any other provision of this Agreement (including Section 1.2(a)), to the extent that such arrangement cannot be made, Purchaser shall not conduct have any businessobligation with respect to any such lease, incur contract or guarantee any Indebtedness or any other liabilities or make any investments, other than those activities incident to its obligations under this Agreement or the transactions contemplated herebyagreement.

Additional Agreements. (a) Without limiting any other provision of this Agreement, including, without limitation, the conditions Subject to the Closing in Sections 6, 7 and 8 and subject to Sections 5.3 and 5.7(bSection 5.3(b), the Parties ONCE, ISI and DTI shall use commercially reasonable efforts to cause to be taken all actions necessary to consummate the Merger Share Exchange and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing foregoing, but subject to Sections 5.3 and 5.7(bSection 5.3(b), each Party to this Agreement shall use commercially reasonable efforts to of ONCE, ISI and DTI: (i) shall make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such Party in connection with the Merger Share Exchange and the other Contemplated Transactions; (ii) shall use commercially reasonable efforts to obtain each consent Consent (if any) reasonably required to be obtained (pursuant to any applicable Law Legal Requirement or Contract, or otherwise) by such Party in connection with the Merger Share Exchange or any of the other Contemplated Transactions or for such Contract to remain in full force and effect; , (iii) shall use commercially reasonable efforts to lift any injunction prohibiting, or any other legal bar to, the Merger Share Exchange or any of the other Contemplated Transactions; Transactions and (iv) shall use commercially reasonable efforts to satisfy the conditions precedent to the consummation of this Agreement Agreement. Each of ONCE, ISI and (v) execute and deliver DTI shall provide to the other of such Parties a copy of each proposed filing with or other submission to any additional instruments that are or may become reasonably necessary, proper or advisable Governmental Body relating to consummate any of the transactions contemplated by this Agreement, including the MergerContemplated Transactions, and shall give each such other Party a reasonable time prior to carry out fully making such filing or other submission in which to review and comment on such proposed filing or other submission. Each of ONCE, ISI and DTI shall promptly deliver to the purposes other of this Agreementsuch Parties a copy of each such filing or other submission made, each notice given and each Consent obtained by such Party during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, and subject to Section 5.3, no Party shall have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available to any Person any Intellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date); (v) to make or cause any of its Subsidiaries to make any commitment or agree to any undertaking (to any Governmental Authority Body or otherwise) regarding its future operations. ; or (cvi) Each of Innovate and Merger Sub will take all actions necessary to (i) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (ii) ensure that Merger Sub prior contest any Legal Proceeding or any order, writ, injunction or decree relating to the Effective Time shall not conduct any business, incur or guarantee any Indebtedness Share Exchange or any of the other liabilities Contemplated Transactions if such Party determines in good faith that contesting such Legal Proceeding or make any investmentsorder, other than those activities incident to its obligations under this Agreement writ, injunction or the transactions contemplated herebydecree might not be advisable.

Additional Agreements. The Parties shall (a) Without limiting any other provision of this Agreement, including, without limitation, the conditions to the Closing in Sections 6, 7 and 8 and subject to Sections 5.3 and 5.7(b), the Parties shall use commercially reasonable efforts to cause to be taken all actions necessary to consummate the Merger Contemplated Transactions and make effective (b) reasonably cooperate with the other Contemplated TransactionsParties and provide the other Parties with such assistance as may be reasonably requested for the purpose of facilitating the performance by each Party of its respective obligations under this Agreement. Without limiting the generality of the foregoing but subject to Sections 5.3 and 5.7(b)foregoing, each Party to this Agreement shall use commercially reasonable efforts to Agreement: (i) shall make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such Party in connection with the Merger and the other Contemplated Transactions; (ii) obtain each consent (if any) reasonably required shall use commercially reasonable efforts to be obtained (pursuant to any applicable Law or Contract, or otherwise) by such Party in connection with the Merger or any of the other Contemplated Transactions or for such Contract to remain in full force and effect; (iii) lift any injunction prohibiting, or any other legal bar to, the Merger or any of the other Contemplated Transactions; and (iviii) shall use commercially reasonable efforts to satisfy the conditions precedent to the consummation of this Agreement and Agreement. The Holders shall (va) execute and deliver any additional instruments that are or may become reasonably necessary, proper or advisable use commercially reasonable efforts to consummate the transactions contemplated by this Agreement, including the Merger, and cause to carry out fully the purposes of this Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, and subject to Section 5.3, no Party shall have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available to any Person any Intellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date); (v) to make or cause any of its Subsidiaries to make any commitment or agree to any undertaking (to any Governmental Authority or otherwise) regarding its future operations. (c) Each of Innovate and Merger Sub will take be taken all actions necessary to consummate the Contemplated Transactions and (ib) cause Merger Sub to perform reasonably cooperate with the Parties and provide the Parties with such assistance as may be reasonably requested for the purpose of facilitating the performance by each Party of its respective obligations under this Agreement and to consummate enable the Merger on the terms and conditions set forth in this Agreement and (ii) ensure that Merger Sub prior Parties to the Effective Time shall not conduct any business, incur or guarantee any Indebtedness or any other liabilities or make any investments, other than those activities incident continue to meet its obligations under this Agreement following the Closing. Without limiting the generality of the foregoing, each Party and Holder: (i) shall make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such Party or Holder in connection with the transactions contemplated herebyContemplated Transactions; (ii) shall use commercially reasonable efforts to lift any injunction prohibiting, or any other legal bar to, the Contemplated Transactions; and (iii) shall use commercially reasonable efforts to satisfy the conditions precedent to the consummation of this Agreement.

Additional Agreements. (a) Without limiting any other provision of this Agreement, including, without limitation, the conditions Subject to the Closing in Sections 6terms and conditions herein --------------------- provided, 7 and 8 and subject each of the parties hereto agrees to Sections 5.3 and 5.7(b), the Parties shall use commercially its reasonable best efforts to take, or cause to be taken taken, all actions necessary and to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing but subject to Sections 5.3 and 5.7(b)do, each Party to this Agreement shall use commercially reasonable efforts to (i) make all filings and other submissions (if any) and give all notices (if any) required or cause to be made and given by such Party in connection with the Merger and the other Contemplated Transactions; (ii) obtain each consent (if any) reasonably required to be obtained (pursuant to any applicable Law or Contractdone, or otherwise) by such Party in connection with the Merger or any of the other Contemplated Transactions or for such Contract to remain in full force and effect; (iii) lift any injunction prohibiting, or any other legal bar to, the Merger or any of the other Contemplated Transactions; (iv) satisfy the conditions precedent to the consummation of this Agreement and (v) execute and deliver any additional instruments that are or may become reasonably all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, including the Merger, and to carry out fully cooperate with each of the other parties hereto in connection with the foregoing, including using its reasonable best efforts: (A) to obtain all necessary waivers, consents and approvals from other parties to loan agreements, leases and other contracts; (B) to obtain all necessary consents, approvals and authorizations as are required to be obtained under any U.S. federal, foreign, state or provincial laws or regulations; (C) to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby; (D) to effect all necessary registrations and filings, including, but not limited to, filings under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and submissions of information requested by Governmental Entities; and (E) to fulfill all conditions to this Agreement. Each of the Parties further covenants and agrees that, it shall use its respective reasonable best efforts to prevent, with respect to a threatened or pending preliminary or permanent injunction or the entry thereof the effect of which would be to prevent consummation of the Merger and, if entered, shall use their respective reasonable best efforts to have such injunction stayed or vacated. The Company will use its reasonable best efforts to keep available to New Parent and the Surviving Corporation the present key officers and employees of the Company and the Company Subsidiaries and to preserve for New Parent and the Surviving Corporation the present relationships and good will of the Company and the Company Subsidiaries with their respective lenders, suppliers, customers and other third parties having business relations with them. For purposes of this Agreement. (b) Notwithstanding anything the foregoing, the obligation of the Parties to the contrary contained in this Agreementuse "reasonable best efforts" to obtain waivers, consents and subject approvals to Section 5.3loan agreements, no Party leases and other contracts and by Governmental Entities shall have not include any obligation under this Agreement: (i) to agree to a modification of the terms of such documents, or to dispose of or transfer restrict the operation or cause ownership of any portion of its Subsidiaries to dispose the businesses, assets or properties of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service; (iii) to license or otherwise make availablethe Parties, except as expressly contemplated hereby, or cause any of its Subsidiaries to license or otherwise make available to any Person any Intellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date); (v) to make or cause any of its Subsidiaries to make any commitment guaranty or agree to any undertaking (to any Governmental Authority monetary payment in consideration of such waiver, consent or otherwise) regarding its future operationsapproval. (c) Each of Innovate and Merger Sub will take all actions necessary to (i) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (ii) ensure that Merger Sub prior to the Effective Time shall not conduct any business, incur or guarantee any Indebtedness or any other liabilities or make any investments, other than those activities incident to its obligations under this Agreement or the transactions contemplated hereby.

Additional Agreements. (a) Without limiting any other provision of this Agreement, including, without limitation, the conditions Subject to the Closing in Sections 6, 7 and 8 and subject to Sections 5.3 and 5.7(bSection 5.8(b), the Parties shall use commercially reasonable efforts to cause to be taken all actions necessary to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing foregoing, but subject to Sections 5.3 and 5.7(bSection 5.8(b), each Party to this Agreement shall use commercially reasonable efforts to Agreement: (i) shall make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such Party in connection with the Merger and the other Contemplated Transactions; (ii) shall use commercially reasonable efforts to obtain each consent Consent (if any) reasonably required to be obtained (pursuant to any applicable Law Legal Requirement or Contract, or otherwise) by such Party in connection with the Merger or any of the other Contemplated Transactions or for such Contract to remain in full force and effect; , (iii) shall use commercially reasonable efforts to lift any injunction prohibiting, or any other legal bar to, the Merger or any of the other Contemplated Transactions; , (iv) shall use commercially reasonable efforts to satisfy the conditions precedent to the consummation of this Agreement and (v) execute and deliver Agreement. Each Party shall provide to the other Party a copy of each proposed filing with or other submission to any additional instruments that are or may become reasonably necessary, proper or advisable Governmental Body relating to consummate any of the transactions contemplated by this Agreement, including the MergerContemplated Transactions, and shall give the other Party a reasonable time prior to carry out fully making such filing or other submission in which to review and comment on such proposed filing or other submission. Each Party shall promptly deliver to the purposes other Party a copy of this Agreementeach such filing or other submission made, each notice given and each Consent obtained by such Party during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, and subject to Section 5.3, no Party shall have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available to any Person any Intellectual Propertyintellectual property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date); (v) to make or cause any of its Subsidiaries to make any commitment or agree to any undertaking (to any Governmental Authority Body or otherwise) regarding its future operations. ; or (cvi) Each of Innovate and Merger Sub will take all actions necessary to (i) cause Merger Sub contest any Legal Proceeding or any order, writ, injunction or decree relating to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (ii) ensure that Merger Sub prior to the Effective Time shall not conduct any business, incur or guarantee any Indebtedness or any of the other liabilities Contemplated Transactions if such Party determines in good faith that contesting such Legal Proceeding or make any investmentsorder, other than those activities incident to its obligations under this Agreement writ, injunction or the transactions contemplated herebydecree might not be advisable.

Additional Agreements. (a) During the Pre-Closing Period, subject to applicable Legal Requirements and only to the extent the integrity of any clinical trial is not compromised in any respect (as determined by the Company after consultation with outside legal counsel), the Company shall (i) provide Parent with advance notice, if practicable, of any meetings or scheduled videoconferences or calls, in each case, that are substantive or reasonably likely to be substantive, that an Acquired Company has with the FDA or EMA or any advisory committee thereof and permit a reasonable number of Representatives of Parent (not to exceed two) to attend any such meeting, videoconference or call, (ii) promptly notify Parent of any substantive notice or other substantive communication to an Acquired Company from the FDA or EMA or any advisory committee thereof with respect to any product or product candidate of the Company and (iii) promptly furnish Parent with all substantive correspondence, filings and written communications to be sent or received by an Acquired Company and their respective Representatives to or from, as the case may be, the FDA, EMA, any advisory committee thereof or its staff. Subject to applicable Legal Requirements and only to the extent reasonably practicable and the integrity of any clinical trial is not compromised in any respect (as determined by the Company after consultation with outside legal counsel), prior to attending any such meeting, videoconference or call, or responding to or making any such communication with respect to any of the foregoing, the Company shall, and shall, as necessary, instruct its Representatives to, consult with Parent and consider in good faith the views and comments of Parent in connection with, and reasonably in advance of, any such meeting, videoconference, call, response or communication. Notwithstanding the foregoing, the Company’s obligations set forth in this clause (a) shall only apply to the extent that the Company receives reasonable notice of such meeting, videoconference, call, communication or correspondence. (b) Without limiting any other provision limitation or contravention of the provisions of Section 6.2 (but subject to Section 6.2(e)), and subject to the terms and conditions of this Agreement, including, without limitation, Parent and the conditions to the Closing in Sections 6, 7 and 8 and subject to Sections 5.3 and 5.7(b), the Parties Company shall use commercially reasonable efforts to take, or cause to be taken taken, all actions necessary to consummate the Offer and the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing but foregoing, subject to Sections 5.3 the terms and 5.7(b)conditions of this Agreement, each Party to this Agreement shall use commercially reasonable efforts to (i) make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such Party in connection with the Offer and the Merger and the other Contemplated Transactions; Transactions pursuant to any applicable Legal Requirements set forth on Schedule 6.7, (ii) use commercially reasonable efforts to obtain each consent Consent (if any) reasonably required to be obtained (pursuant to any applicable Law Legal Requirement or Contract, or otherwise) Material Contract set forth on Schedule 6.7 by such Party in connection with the Merger or any of the other Contemplated Transactions or for such Contract to remain in full force and effect; (iii) use commercially reasonable efforts to lift any restraint, injunction prohibiting, or any other legal bar to, to the Offer or the Merger or brought by any third Person against such Party. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the other Contemplated Transactions; (iv) satisfy Company during the conditions precedent to the consummation of this Agreement and (v) execute and deliver any additional instruments that are or may become reasonably necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including the Merger, and to carry out fully the purposes of this AgreementPre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, and subject to Section 5.3, no Party shall have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available to any Person any Intellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date); (v) to make or cause any of its Subsidiaries to make any commitment or agree to any undertaking (to any Governmental Authority or otherwise) regarding its future operations. (c) Each of Innovate and Merger Sub will take all actions necessary to (i) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (ii) ensure that Merger Sub prior to the Effective Time shall not conduct any business, incur or guarantee any Indebtedness or any other liabilities or make any investments, other than those activities incident to its obligations under this Agreement or the transactions contemplated hereby.

Additional Agreements. (a) Without limiting any other provision of this Agreement, including, without limitation, the conditions Subject to the Closing in Sections 6terms and conditions herein provided, 7 and 8 and subject each of the parties hereto agrees diligently to Sections 5.3 and 5.7(b), the Parties shall use all commercially reasonable efforts to take, or cause to be taken taken, all actions necessary and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing but subject to Sections 5.3 and 5.7(b), each Party to transactions contemplated by this Agreement shall use as soon as reasonably practical, including using all commercially reasonable efforts to (i) make obtain all filings necessary waivers, consents and other submissions (if any) and give all notices (if any) required to be made and given by such Party in connection with the Merger and the other Contemplated Transactions; approvals, (ii) obtain each consent (if any) reasonably required to be obtained (pursuant to any applicable Law or Contracteffect all necessary registrations and filings, or otherwise) by such Party in connection with the Merger or any of the other Contemplated Transactions or for such Contract to remain in full force and effect; (iii) lift any injunction prohibiting, or any other legal bar to, to the Merger or any of (and, in such case, to proceed with the other Contemplated Transactions; Merger as expeditiously as possible), (iv) work diligently in cooperation with the other party in connection with the consummation of any repurchase offer or consent solicitation required pursuant to the Company's Indenture or the Subordinated Note as a consequence of the Contribution and the Rights Offering, the Merger, the Company's disposition of Deepflex or the Company's election made pursuant to the Restructuring Agreement and the obtaining of the consent of the holders of the notes issued pursuant to the Company Indenture and the Subordinated Note to the amendments described in Appendix A, provided that Parent shall control any solicitation of consents contemplated by this clause (iv) and shall be responsible for all costs and expenses incurred by any party hereto in connection with such solicitation of consents, (v) to the extent deemed desirable by the Company, obtain waivers from holders of applicable Options and Warrants with respect to any antidilution adjustment, if any, in connection with the Contribution and the Rights Offering in exchange for a proportionate share of the Offshore stock, and (vi) otherwise promptly satisfy the conditions precedent to set forth in Article VI. (b) In case at any time after the consummation of this Agreement and (v) execute and deliver Effective Time any additional instruments that are further action is necessary or may become reasonably necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including the Merger, and desirable to carry out fully the purposes of this Agreement. (b) Notwithstanding anything to , the contrary contained in this Agreement, proper officers and/or directors of Parent and subject to Section 5.3, no Party the Company shall have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available to any Person any Intellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date); (v) to make or cause any of its Subsidiaries to make any commitment or agree to any undertaking (to any Governmental Authority or otherwise) regarding its future operationstake all such necessary action. (c) Each Following the Effective Time, Parent shall use all reasonable efforts to conduct the business and otherwise act in a manner which would not jeopardize the characterization of Innovate and Merger Sub will take all actions necessary to (i) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on as a reorganization within the terms and conditions set forth in this Agreement and (iimeaning of Section 368(a) ensure that Merger Sub prior to of the Effective Time shall not conduct any business, incur or guarantee any Indebtedness or any other liabilities or make any investments, other than those activities incident to its obligations under this Agreement or the transactions contemplated herebyCode.

Additional Agreements. (a) Without limiting any other provision limitation or contravention of the provisions of Section 4.03, and subject to the terms and conditions of this Agreement, including, without limitation, Parent and the conditions to the Closing in Sections 6, 7 and 8 and subject to Sections 5.3 and 5.7(b), the Parties Company shall use commercially reasonable best efforts to take, or cause to be taken taken, all actions necessary to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing but foregoing, subject to Sections 5.3 the terms and 5.7(b)conditions of this Agreement, each Party to this Agreement shall use commercially reasonable efforts to (ia) make all filings and other submissions (if any), maintain or obtain all Consents (if any) and give all notices (if any) required to be made and given by such Party in connection with the Merger and the other Contemplated Transactions; (ii) obtain each consent (if any) reasonably required to be obtained (Transactions pursuant to any applicable Law or ContractMaterial Contract set forth in Section 4.06 of the Company Disclosure Schedule, (b) use commercially reasonable best efforts to lift any restraint, injunction or otherwiseother legal bar (other than with respect to Antitrust Laws and Foreign Direct Investment Laws) to this Agreement or the Arrangement brought by any third Person against such Party Party, (c) use commercially reasonable best efforts to satisfy all conditions precedent in this Agreement and take all steps set forth in the Interim Order and Final Order applicable to it and comply promptly with all requirements imposed by applicable Law on it or its Subsidiaries with respect to this Agreement or the Arrangement, (d) cooperate with the other Parties in connection with the Merger or any performance by it and its Subsidiaries of their obligations hereunder, (e) carry out the terms of the other Contemplated Transactions Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by applicable Law on it or for such Contract its Subsidiaries with respect to remain in full force this Agreement or the Arrangement, and effect; (iiif) lift not take any injunction prohibitingaction, or refrain from taking any other legal bar tocommercially reasonable action, the Merger or permitting any of the other Contemplated Transactions; (iv) satisfy the conditions precedent action to be taken or not taken, in each case, which is inconsistent with this Agreement or would reasonably be expected to prevent, materially delay or otherwise impede the consummation of this Agreement and (v) execute and deliver any additional instruments that are the Arrangement or may become reasonably necessary, proper or advisable to consummate the transactions contemplated by this Agreement. This Section 4.06 shall not apply to approval under Antitrust Laws or Foreign Direct Investment Laws, including which are the Merger, subject of Section 4.03. The Company shall give notice to Parent as promptly as reasonably practicable after (and shall subsequently keep Parent informed on a reasonably current basis of any developments related to carry out fully the purposes such notice) it becomes aware of this Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, and subject to Section 5.3, no Party shall have any obligation under this Agreement: (i) to dispose the receipt of any notice from any Person alleging that the Consent of such Person is or transfer or cause may be required in connection with any of its Subsidiaries to dispose of the Transactions or transfer any assets; (ii) that any Legal Proceeding has been commenced or threatened in writing relating to discontinue or cause involving the Company or any Company Subsidiary that relates to the consummation of the Transactions. For the avoidance of doubt, the Company shall not be required to pay for any such consent, nor shall obtaining any such filing, notice or consent be a condition precedent to the Closing. During the Pre-Closing Period, the Company and its Subsidiaries to discontinue offering shall keep Parent promptly informed in writing of any product material communication (written or service; (iiioral) to license with or otherwise make availablefrom the FDA, or cause any of its Subsidiaries to license or otherwise make available to any Person any Intellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date); (v) to make or cause any of its Subsidiaries to make any commitment or agree to any undertaking (to any Governmental Authority or otherwise) regarding its future operations. (c) Each of Innovate and Merger Sub will take all actions necessary to (i) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (ii) ensure that Merger Sub prior to the Effective Time shall not conduct any businessHealth Canada, incur or guarantee any Indebtedness or any other liabilities Governmental Body performing functions similar to those performed by the FDA related to a Company Product. The Company and the Company Subsidiaries shall consult with, and consider any comment from, Parent in good faith prior to making any material submissions to or make having material discussions with the FDA, Health Canada, or any investmentsother Governmental Body performing functions similar to those performed by the FDA. The Company shall ensure that it has available (on hand or through capacity under a credit facility) funds to pay the Termination Payment, other than those activities incident to its obligations under this Agreement or the transactions contemplated herebyif payable.

Additional Agreements. (a) Without limiting any other provision of this Agreement, including, without limitation, the conditions Subject to the Closing in Sections 6, 7 and 8 and subject to Sections 5.3 and 5.7(bSection 5.8(b), the Parties shall use commercially reasonable efforts to cause to be taken all actions necessary to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing foregoing, but subject to Sections 5.3 and 5.7(bSection 5.8(b), each Party to this Agreement shall use commercially reasonable efforts to Agreement: (i) shall make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such Party in connection with the Merger and the other Contemplated Transactions; (ii) shall use commercially reasonable efforts to obtain each consent Consent (if any) reasonably required to be obtained (pursuant to any applicable Law Legal Requirement or Contract, or otherwise) by such Party in connection with the Merger or any of the other Contemplated Transactions or for such Contract to remain in full force and effect; , (iii) shall use commercially reasonable efforts to lift any injunction prohibiting, or any other legal bar to, the Merger or any of the other Contemplated Transactions; Transactions and (iv) shall use commercially reasonable efforts to satisfy the conditions precedent to the consummation of this Agreement (including, in the case of NitroMed, Section 8.6 and (v) execute and deliver 8.7). Each Party shall provide to the other Party a copy of each proposed filing with or other submission to any additional instruments that are or may become reasonably necessary, proper or advisable Governmental Body relating to consummate any of the transactions contemplated by this Agreement, including the MergerContemplated Transactions, and shall give the other Party a reasonable time prior to carry out fully making such filing or other submission in which to review and comment on such proposed filing or other submission. Each Party shall promptly deliver to the purposes other Party a copy of this Agreementeach such filing or other submission made, each notice given and each Consent obtained by such Party during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, and subject to Section 5.3, no Party shall have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available to any Person any Intellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date); (v) to make or cause any of its Subsidiaries to make any commitment or agree to any undertaking (to any Governmental Authority Body or otherwise) regarding its future operations. ; or (cvi) Each of Innovate and Merger Sub will take all actions necessary to (i) cause Merger Sub contest any Legal Proceeding or any order, writ, injunction or decree relating to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (ii) ensure that Merger Sub prior to the Effective Time shall not conduct any business, incur or guarantee any Indebtedness or any of the other liabilities Contemplated Transactions if such Party determines in good faith that contesting such Legal Proceeding or make any investmentsorder, other than those activities incident to its obligations under this Agreement writ, injunction or the transactions contemplated herebydecree might not be advisable.

Additional Agreements. Subject to the terms and conditions herein provided, each of the parties hereto agrees to use reasonable best efforts to take promptly, or cause to be taken promptly, all actions and to do promptly, or cause to be done promptly, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement and the BOW Merger Agreement as expeditiously as reasonably possible, including using efforts to obtain all necessary actions or non-actions, extensions, waivers, consents and approvals from all applicable Governmental Entities, effecting all necessary registrations, applications and filings (a) Without limiting any other provision of this Agreement, including, without limitation, the conditions to the Closing in Sections 6, 7 and 8 and subject to Sections 5.3 and 5.7(b), the Parties shall use commercially reasonable efforts to cause to be taken all actions necessary to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing but subject to Sections 5.3 and 5.7(b), each Party to this Agreement shall use commercially reasonable efforts to (i) make all filings and other submissions (if anyunder any applicable state securities laws) and give all notices (if any) obtaining any required to be made contractual consents and given by such Party in connection with the Merger and the other Contemplated Transactions; (ii) obtain each consent (if any) reasonably required to be obtained (pursuant to any applicable Law or Contract, or otherwise) by such Party in connection with the Merger or any of the other Contemplated Transactions or for such Contract to remain in full force and effect; (iii) lift any injunction prohibiting, or any other legal bar to, the Merger or any of the other Contemplated Transactions; (iv) satisfy the conditions precedent to the consummation of this Agreement and (v) execute and deliver any additional instruments that are or may become reasonably necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including the Merger, and to carry out fully the purposes of this Agreement. (b) regulatory approvals. Notwithstanding anything to the contrary contained in this Agreement, and subject to Section 5.3, no Party shall have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available to any Person any Intellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date); (v) to make or cause any of its Subsidiaries to make any commitment or agree to any undertaking (to any Governmental Authority or otherwise) regarding its future operations. (c) Each of Innovate and Merger Sub will take all actions necessary to (i) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (ii) ensure that Merger Sub prior to the Effective Time shall not conduct any business, incur or guarantee any Indebtedness or any other liabilities or make any investments, other than those activities incident to its obligations under this Agreement or the BOW Merger Agreement to the contrary, nothing in this Agreement or the BOW Merger Agreement shall require the Purchaser or its Affiliates to agree to, and without the prior consent of Purchaser the Company and its Subsidiaries shall not agree to, in connection with obtaining any actions or non-actions, extensions, waivers, consents or approvals of any Governmental Entity any non-standard condition or requirement that would have or would reasonably be expected to have a material adverse effect to the business, financial condition or results of operations of the Surviving Corporation and its Subsidiaries, measured on a scale relative to the Company and its Subsidiaries, taken as a whole (such condition or requirement, a “Burdensome Condition”); provided that, for the avoidance of doubt, any condition or requirement imposed by a Government Entity which is customarily imposed in published orders or approvals for transactions such as those contemplated herebyby this Agreement shall not be deemed to be a Burdensome Condition.

Additional Agreements. (a) Without limiting any other provision limitation or contravention of the provisions of Section 4.3, and subject to the terms and conditions of this Agreement, including, without limitation, Parent and the conditions to the Closing in Sections 6, 7 and 8 and subject to Sections 5.3 and 5.7(b), the Parties Company shall use commercially reasonable best efforts to take, or cause to be taken taken, all actions necessary to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing but foregoing, subject to Sections 5.3 the terms and 5.7(b)conditions of this Agreement, each Party to this Agreement shall use commercially reasonable efforts to (ia) make all filings and other submissions (if any), obtain all consents (if any) and give all notices (if any) required to be made and given by such Party in connection with the Merger and the other Contemplated Transactions; (ii) obtain each consent (if any) reasonably required to be obtained (Transactions pursuant to any applicable Law or Contract, or otherwise) by such Party Material Contract set forth in connection with the Merger or any Section 4.7 of the other Contemplated Transactions or for such Contract Company Disclosure Schedule, (b) use reasonable best efforts to remain in full force and effect; (iii) lift any restraint, injunction prohibiting, or any other legal bar to(other than with respect to Antitrust Laws and Foreign Direct Investment Laws) to this Agreement or the Arrangement brought by any third Person against such Party, the Merger or any of the other Contemplated Transactions; (ivc) use reasonable best efforts to satisfy the all conditions precedent in this Agreement and take all steps set forth in the Interim Order and Final Order applicable to it and comply promptly with all requirements imposed by applicable Law on it or its Subsidiaries with respect to this Agreement or the Arrangement, and (d) not take any action, or refrain from taking any commercially reasonable action, or permitting any action to be taken or not taken, in each case, which is inconsistent with this Agreement or would reasonably be expected to prevent, materially delay or otherwise impede the consummation of this Agreement and (v) execute and deliver any additional instruments that are the Arrangement or may become reasonably necessary, proper or advisable to consummate the transactions contemplated by this Agreement. This Section 4.7 shall not apply to approval under Antitrust Laws or Foreign Direct Investment Laws, including which are the Merger, subject of Section 4.3. The Company shall give notice to Parent as promptly as reasonably practicable after (and shall subsequently keep Parent informed on a reasonably current basis of any developments related to carry out fully the purposes such notice) it becomes aware of this Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, and subject to Section 5.3, no Party shall have any obligation under this Agreement: (i) to dispose the receipt of any notice from any Person alleging that the Consent of such Person is or transfer or cause may be required in connection with any of its Subsidiaries to dispose of the Transactions or transfer any assets; (ii) that any Legal Proceeding has been commenced or threatened in writing relating to discontinue or cause involving the Company or any Company Subsidiary that relates to the consummation of the Transactions. For the avoidance of doubt, the Company shall not be required to pay for any such consent, nor shall obtaining any such filing, notice or consent be a condition precedent to the Closing. During the Pre-Closing Period, the Company and its Subsidiaries to discontinue offering shall keep Parent promptly informed in writing of any product material communication (written or service; (iiioral) to license with or otherwise make availablefrom the FDA, or cause any of its Subsidiaries to license or otherwise make available to any Person any Intellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date); (v) to make or cause any of its Subsidiaries to make any commitment or agree to any undertaking (to any Governmental Authority or otherwise) regarding its future operations. (c) Each of Innovate and Merger Sub will take all actions necessary to (i) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (ii) ensure that Merger Sub prior to the Effective Time shall not conduct any businessHealth Canada, incur or guarantee any Indebtedness or any other liabilities Governmental Body or make Regulatory Authority performing functions similar to those performed by the FDA related to a Company Product. The Company and the Company Subsidiaries shall consult with, and consider any investmentscomment from, Parent in good faith prior to making any material submissions to or having material discussions with the FDA, Health Canada, or any other than Governmental Body or Regulatory Authority performing functions similar to those activities incident performed by the FDA. The Company shall ensure that it has available (on hand or through capacity under a credit facility) funds to its obligations under this Agreement or pay the transactions contemplated herebyTermination Fee, if payable.

Additional Agreements. (a) Without limiting The representations and warranties set forth in Section 6 (in the case of the Company) and Section 7 (in the case of Purchaser) are the only representations and warranties made by the Company and Purchaser (or any of their direct or indirect shareholders, and their and such shareholders’ respective Representatives) respectively in connection with the transactions contemplated hereby. Purchaser hereby expressly disclaims any and all reliance of any other provision statements, promises, advice, data or information made, communicated or furnished (orally or in writing, including electronically) by or on behalf of the Company (or any of its direct or indirect shareholders, and their and such shareholders’ respective Representatives), and the Company hereby expressly disclaims any and all reliance of any other statements, promises, advice, data or information made, communicated or furnished (orally or in writing, including electronically) by or on behalf of Purchaser (or any of their direct or indirect shareholders, and their and such shareholders’ respective Representatives). (b) Subject to the terms and conditions of this Agreement, including, without limitation, each of the conditions to the Closing in Sections 6, 7 Company and 8 and subject to Sections 5.3 and 5.7(b), the Parties Purchaser shall use commercially its reasonable efforts to take, or cause to be taken taken, all actions necessary to consummate the Merger appropriate action and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing but subject to Sections 5.3 and 5.7(b)do, each Party to this Agreement shall use commercially reasonable efforts to (i) make all filings and other submissions (if any) and give all notices (if any) required or cause to be made and given by such Party in connection with the Merger and the other Contemplated Transactions; (ii) obtain each consent (if any) reasonably required to be obtained (pursuant to any applicable Law or Contractdone, or otherwise) by such Party in connection with the Merger or any of the other Contemplated Transactions or for such Contract to remain in full force and effect; (iii) lift any injunction prohibiting, or any other legal bar to, the Merger or any of the other Contemplated Transactions; (iv) satisfy the conditions precedent to the consummation of this Agreement and (v) execute and deliver any additional instruments that are or may become reasonably all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreementhereby as promptly as practicable following the date hereof, including (i) obtaining from any Governmental Authority any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by such Party or its Affiliates, or to avoid any action or proceeding by any Governmental Authority, in connection with the Mergerexecution and delivery of this Agreement and the consummation of the transactions contemplated hereby, (ii) making all necessary filings with respect to this Agreement and the transactions contemplated hereby under applicable Laws. The Company and Purchaser shall furnish to each other all information concerning itself, its Affiliates, directors, officers and shareholders and such other matters as may be reasonably required for any application or filing under applicable Laws in connection with the transactions contemplated hereby. Each Party (or their respective Representatives, as appropriate) shall have the right to review in advance, and shall consult with each other on any application or filing made with, or material written materials submitted to, any Governmental Authority in connection with the transactions contemplated hereby. Each Party shall keep the other Party reasonably apprised of the status of matters relating to carry out fully consummation of the purposes transactions contemplated hereby, including promptly furnishing to the other Party copies of notices or other material written communications (redacted as appropriate) received from third parties and Governmental Authorities in respect of the transactions contemplated hereby, in each case to the extent permitted by applicable Law. (c) The Parties agree and acknowledge that the Company will issue a press release disclosing the material terms of the transactions contemplated hereby in a form to be agreed by the Parties and file a current report on Form 6-K on or promptly after the date of this Agreement (or, if required by applicable Laws, on such earlier date). Except as provided in the foregoing sentence, no press release or public announcement concerning the transactions contemplated hereby may be issued by the Company, Purchaser or any of their respective Affiliates without the prior consent of the Company (in the case of a press release or public announcement by Purchaser or any of its Affiliates) or Purchaser (in the case of a press release or public announcement by the Company or any of its Affiliates) (which consent shall not be unreasonably withheld, conditioned or delayed), except for any such press release or public announcement required by applicable Law or Governmental Authorities, in which case the Company or Purchaser, as the case may be, shall, to the extent permissible under applicable Laws, give the other Party a reasonable opportunity to review and comment on such press release or public announcement in advance of the issuance thereof, and shall consider the other Parties’ comments in good faith. Notwithstanding the forgoing, this subsection (g) shall not apply to any press release or public announcement made by the Company, Purchaser or any of their respective Affiliates which does not contain any information relating to the transactions contemplated hereby that has not been previously announced or made public in accordance with the terms of this Agreement. (bd) Notwithstanding anything to the contrary contained in this AgreementThe Parties agree to, and subject to Section 5.3, no Party shall have any obligation under this Agreementcause their respective Representatives to: (i) treat and hold as confidential (and not disclose or provide access to dispose of any Person to) all confidential or transfer proprietary information with respect to the other Party or cause their businesses, or relating to the transactions contemplated hereby, (ii) in the event that any Party or any of its Subsidiaries Representatives becomes legally compelled or is required by any stock exchange or any other regulatory body to dispose disclose any such information, provide the other Party with prompt written notice of such requirement so that such other Party may seek a protective order or transfer other remedy or waive compliance with this subsection (d), and (iii) in the event that such protective order or other remedy is not obtained, or such other Party waives compliance with this subsection (d), furnish only that portion of such confidential information which is required by applicable Laws, the stock exchange or other regulatory body to be provided and exercise its best efforts to obtain assurances that confidential treatment will be accorded such information; provided, however, that the Party seeking to disclose shall have provided a draft of the proposed disclosure to the other Party reasonably in advance and shall have obtained written confirmation from the other Party that they have no further comments to the content of such proposed disclosure; provided, further, that this subsection (d) shall not apply to any information that, at the time of disclosure, is in the public domain and was not disclosed in breach of this Agreement by the relevant Party or any of its Representatives and provided further that each Party and their respective Representatives may disclose such information to their respective Affiliates, senior management, employees, professional advisors, agents in each case only where such Persons are bound by appropriate non-disclosure obligations and have agreed to maintain the confidentiality of such information. (e) The Parties agree that: (i) Subject to clause (ii) of this subsection (e), without the express prior written invitation or consent of the Company’s Board, Purchaser shall not, and shall cause its Affiliates and any Representatives acting on its or any of its Affiliates’ behalf not to, in any manner, directly or indirectly: (i) effect or seek, offer or propose (whether publicly or otherwise) to effect, or participate in, facilitate or encourage any other Person to effect or seek, offer or propose (whether publicly or otherwise) to effect, or participate in, (A) any acquisition of any securities (or Beneficial ownership thereof), or rights or options to acquire any securities (or Beneficial ownership thereof), or any assets, or businesses of the Company, (B) any tender offer or exchange offer, merger or other business combination involving the Company, any of the assets of the Company or the subsidiaries of the Company constituting a material portion of the consolidated assets of the Company and the Company’s subsidiaries, (C) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or (D) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Commission) or consents to vote any securities of the Company, including soliciting consents or taking other action with respect to the calling of a special meeting of the Company’s shareholders; (ii) form, join or in any way participate in a “group” (as defined under the Exchange Act) with respect to discontinue or cause any of its Subsidiaries to discontinue offering any product or servicethe Company; (iii) to license disclose or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available to direct any Person to disclose, any Intellectual Propertyintention, plan or arrangement inconsistent with the foregoing; or (iv) advise, assist or encourage, or direct any Person to hold separate advise, assist or cause encourage any other Person in connection with any of its Subsidiaries the foregoing. ▇▇▇▇▇▇▇▇▇ also agrees not to hold separate request the Company to amend or waive any assets or operations provision of this subsection (either before or after the Closing Datee) (including this sentence); (v) to make or cause any of its Subsidiaries to make any commitment or agree to any undertaking (to any Governmental Authority or otherwise) regarding its future operations. (c) Each of Innovate and Merger Sub will take all actions necessary to (i) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (ii) ensure that Merger Sub prior The provisions of this subsection (e) shall not, in any manner, limit or prohibit Purchaser or any of Purchaser’s Affiliates, or any of their respective Representatives from communicating privately with the Company’s directors, officers or Representatives so long as such communications are not intended to, and would not reasonably be expected to, require any public disclosure of such communications. (f) Purchaser agrees and confirms that, to the Effective Time shall not conduct any businessextent that, incur or guarantee any Indebtedness or any other liabilities or make any investments, other than those activities incident to its obligations under this Agreement or in connection with the transactions contemplated hereby, any waiver, consent or approval of Purchaser pursuant to any agreement or instrument between Purchaser and the Company or any of its Affiliates is necessary to ensure that the entry into and/or consummation of transactions contemplated hereby will not constitute or result in a breach, default or non-compliance by the Company or such Affiliate of it of any such agreement or instrument, Purchaser shall be deemed to have irrevocably and unconditionally granted such waiver, consent or approval, as applicable.

Additional Agreements. (a) Without limiting any other provision limitation or contravention of the provisions of Section 5.2 or Section 5.8, and subject to the terms and conditions of this Agreement, including, without limitation, Parent and the conditions to the Closing in Sections 6, 7 and 8 and subject to Sections 5.3 and 5.7(b), the Parties Company shall use commercially reasonable efforts to take, or cause to be taken taken, all actions necessary to consummate the Merger and make effective the other Contemplated TransactionsTransactions (it being understood that any undertakings relating to Antitrust Laws are exclusively dealt with in Section 5.2). Without limiting the generality of the foregoing but and subject to Sections 5.3 the terms and 5.7(b)conditions of this Agreement, each Party to this Agreement shall use commercially reasonable efforts to (ia) make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such Party in connection with the Merger and the other Contemplated Transactions; Transactions pursuant to any applicable Legal Requirements or Material Contract set forth on Section 5.9(a) of the Company Disclosure Schedule, (iib) use commercially reasonable efforts to obtain each consent Consent (if any) reasonably required to be obtained (pursuant to any applicable Law Legal Requirement or Contract, or otherwiseMaterial Contract set forth on Section 5.9(a) of the Company Disclosure Schedule by such Party in connection with the Merger or any of the other Contemplated Transactions or for such Contract to remain in full force and effect; (iii) lift any injunction prohibitingprovided, or any other legal bar to, the Merger or any of the other Contemplated Transactions; (iv) satisfy the conditions precedent to the consummation of this Agreement and (v) execute and deliver any additional instruments that are or may become reasonably necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including the Merger, and to carry out fully the purposes of this Agreement. (b) Notwithstanding notwithstanding anything to the contrary contained set forth in this Agreement, and subject to Section 5.3, no Party shall have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available to any Person any Intellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date); (v) to make or cause any of its Subsidiaries to make any commitment payment or agree incur any liability to obtain any undertaking (to any Governmental Authority or otherwise) regarding its future operations. (c) Each of Innovate and Merger Sub will take all actions necessary to (i) cause Merger Sub to perform its obligations under such Consents contemplated by this Agreement and to consummate the Merger on the terms and conditions Section 5.9, and, except as expressly set forth in this Agreement and (ii) ensure that Merger Sub prior Article VI, the failure to receive any such Consent shall not be taken into account with respect to whether any condition to the Effective Time consummation of the Merger set forth in Article VI shall have been satisfied). The Company shall deliver to Parent as promptly as reasonably practicable a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. This Section 5.9 shall not conduct apply to approval under Antitrust Laws, which are the subject of Section 5.2, or to any businesslitigation against the Company and/or its directors or officers relating to the Transactions, incur or guarantee any Indebtedness or any other liabilities or make any investmentswhich shall be the subject of Section 5.8. In furtherance of the foregoing, other than those activities incident to its obligations under this Agreement or the transactions contemplated herebyCompany shall, during the Pre-Closing Period, take the actions set forth in Section 5.9 of the Company Disclosure Schedule.

Additional Agreements. (a) Without limiting any other provision obligation of Purchaser or Seller under this Agreement, includingeach of Purchaser and Seller will use all reasonable efforts to facilitate and effect the implementation of the transfer of the Acquired Assets to Purchaser and the assumption of the Assumed Liabilities by Purchaser and, for such purpose but without limitation, the conditions to each of Purchaser and Seller promptly will at and after the Closing in Sections 6, 7 execute and 8 and subject to Sections 5.3 and 5.7(b), the Parties shall use commercially reasonable efforts to deliver or cause to be taken all actions necessary executed and delivered to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality party such assignments, deeds, bills of the foregoing but subject to Sections 5.3 and 5.7(b)sale, each Party to this Agreement shall use commercially reasonable efforts to (i) make all filings assumption agreements, consents and other submissions instruments of transfer or assumption as Purchaser or its counsel or Seller or its counsel may reasonably request as necessary or desirable for such purpose (if any) and give all notices (if any) required to be made and given by it being understood that any such Party in connection with the Merger and the assignment, deed, bill of sale, assumption agreement, consent or other Contemplated Transactions; (ii) obtain each consent (if any) reasonably required to be obtained (pursuant to instrument of tr▇▇▇▇er or assumption shall not provide for any applicable Law representations or Contract, or otherwise) by such Party in connection with the Merger warranties or any of the other Contemplated Transactions obligations or for such Contract to remain in full force and effect; (iii) lift any injunction prohibiting, or any other legal bar to, the Merger or any of the other Contemplated Transactions; (iv) satisfy the conditions precedent to the consummation of this Agreement and (v) execute and deliver any additional instruments liabilities that are or may become reasonably necessary, proper or advisable to consummate the transactions contemplated by not otherwise expressly provided for in this Agreement, including the Merger, and to carry out fully the purposes of this Agreement). (b) Notwithstanding anything Each party agrees that, upon the request of the other party, it will negotiate in good faith with such other party to implement any change to the contrary contained in this Agreementstructure of the transactions contemplated hereby that would reduce the tax liability of, or create tax benefits for, such other party; it being understood and subject to Section 5.3, no Party shall have any obligation under this Agreement: agreed that (i) neither party shall be required to dispose of or transfer or cause negotiate with respect to any of its Subsidiaries to dispose of or transfer revision that would have any assets; significant adverse effect upon such party and (ii) neither party shall be obligated to discontinue or cause enter into any of its Subsidiaries amendment hereto proposed by the other party as contemplated by this Section 5.7(b) unless the failure to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available to any Person any Intellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date); (v) to make or cause any of its Subsidiaries to make any commitment or agree to any undertaking (to any Governmental Authority or otherwise) regarding its future operationsdo so is wholly unreasonable. (c) Each Any defect in record title, including gaps in the chain of Innovate title or encumbrances, with respect to Scheduled Intellectual Property, whether known or unknown at Closing, shall be corrected by Seller at Seller's expense diligently following receipt of notice from Purchaser of such defect. (d) Upon Purchaser's reasonable request and Merger Sub will at Purchaser's expense, Seller shall cooperate with Purchaser and take all actions action as may be reasonably necessary to in (i) cause Merger Sub the prosecution of applications to perform its obligations under this Agreement register, and to consummate the Merger on maintenance of registrations of, the terms and conditions set forth in this Agreement and Intellectual Property or the Technology, (ii) ensure that Merger Sub prior to the Effective Time shall not conduct any business, incur or guarantee any Indebtedness or any other liabilities or make any investments, other than those activities incident to its obligations under this Agreement enforcement of the Intellectual Property or the transactions contemplated herebyTechnology against third parties, and (iii) the defense of any action or proceeding concerning the Intellectual Property or the Technology. Nothing in this Section 5.7(d) shall be construed to limit or impair Purchaser's right to indemnification pursuant to Article 8.

Additional Agreements. (a) Without limiting any other provision of 7.1 Subject to the terms and conditions provided in this Agreement, including, without limitation, the conditions to the Closing in Sections 6, 7 and 8 and subject to Sections 5.3 and 5.7(b), the Parties each Party shall use commercially reasonable efforts to promptly take, or cause to be taken taken, all actions necessary actions, and to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing but subject to Sections 5.3 and 5.7(b)promptly do, each Party to this Agreement shall use commercially reasonable efforts to (i) make all filings and other submissions (if any) and give all notices (if any) required or cause to be made and given by such Party in connection with the Merger and the other Contemplated Transactions; (ii) obtain each consent (if any) reasonably required to be obtained (pursuant to any applicable Law or Contractdone, or otherwise) by such Party in connection with the Merger or any of the other Contemplated Transactions or for such Contract to remain in full force and effect; (iii) lift any injunction prohibiting, or any other legal bar to, the Merger or any of the other Contemplated Transactions; (iv) satisfy the conditions precedent to the consummation of this Agreement and (v) execute and deliver any additional instruments that are or may become reasonably all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated hereby, to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the Parties the benefits contemplated by this Agreement. 7.2 If, at any time after the Closing Date, Purchaser shall consider or be advised that any deeds, bills of sale, assignments or assurances or other documents or instruments or any other acts or things are reasonably necessary or proper (i) to vest, perfect and confirm, of record or otherwise, in Purchaser, its right to, and title and interest in, the Purchased Shares and the Contributed Shares or (ii) otherwise to carry out the purposes of this Agreement, Purchaser shall so advise the Seller 1 in writing, and the Seller 1 thereupon shall execute and deliver all such deeds, bills of sale, assignments and assurances and other documents and instruments and do all such other acts and things reasonably necessary, desirable or proper to vest, perfect and confirm its right, title and interest in, to and under the Purchased Shares, and otherwise to carry out the purposes of this Agreement. Purchaser shall, at the request of any of the other Parties hereto, execute and deliver such other instruments and do and perform such other acts and things as may be necessary or proper for effecting completely the consummation of the transactions contemplated by this Agreement. 7.3 Whether or not the transactions contemplated by this Agreement are consummated, all fees and expenses incurred in connection with such transactions including, without limitation, all legal, accounting, financial advisory, consulting and all other fees and expenses of third parties incurred by a Party in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby, shall be the obligation of the Seller 1 with respect to itself and the obligation of the Purchaser with respect to itself, except for (i) the Company Transaction Expenses which shall be borne by the Company and (ii) the notary’s fees for the notarial recording of this Agreement and the APA, which shall be borne by the Purchaser with respect to this Agreement and AVG Technologies CY Limited under the APA with respect to the latter and (iii) the fees of the Escrow Agent which shall be split between Seller 1 and Purchaser in equal parts. 7.4 Without derogating from the indemnity provided for in Article 8, as of the Closing, the Company waives any and all rights, claims and causes of action assertable against the Seller 1 or any of the Founders in connection with the Company (for the avoidance of doubt, including a claim by the MergerCompany to repay the Interim Dividend for whatever legal reason; it being understood that if any Law requires the repayment of the Interim Dividend, Purchaser shall pay such amount to the Company on behalf of the Seller 1). 7.5 The Purchaser acknowledges that it is not relying and has not relied upon any express or implied representations, warranties or guarantees of any nature made by the Seller 1 or any of the Founders or on behalf of the Seller 1 or any of the Founders (except as expressly set out in this Agreement). Neither the Seller 1 nor any of the Founders shall be liable for the correctness of any oral or written statements made by their respective Representatives and/or its Affiliates or, as the case may be, the Representatives of its Affiliates. The knowledge of these persons cannot be attributed to carry out fully the purposes Seller 1 or any of the Founders, unless expressly otherwise provided in this Agreement. (b) Notwithstanding anything to 7.6 None of the contrary contained in this Agreement, and subject to Section 5.3, no Party shall following individuals have any obligation under this Agreement: actual knowledge (ipositive Kenntnis) to dispose that the Representations and Warranties of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available to any Person any Intellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date); (v) to make or cause any of its Subsidiaries to make any commitment or agree to any undertaking (to any Governmental Authority or otherwise) regarding its future operations. (c) Each of Innovate and Merger Sub will take all actions necessary to (i) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth Seller 1 made in this Agreement and are inaccurate or untrue (iiincluding any knowledge of material errors in or material omissions from the Disclosure Schedule) ensure or that Merger Sub prior to the Effective Time shall not conduct Seller 1 or the Founders are in breach of any business, incur agreement or guarantee any Indebtedness or any other liabilities or make any investments, other than those activities incident to its obligations under covenant in this Agreement or the transactions contemplated herebyAPA currently giving rise to an actionable (einklagbar) Indemnification Claim: ▇▇▇▇ ▇▇▇▇▇, Yuval ▇▇▇-▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ (“Purchaser’s Representatives”). 7.7 Seller 1 shall use reasonable efforts to procure that the Company deliver to Purchaser, within 45 days following the Closing Date, a written patent opinion provided to the Company by GTC Law Group, outlining the basis for GTC Law Group’s positions regarding the Company’s non-infringement of United States Patent No. US 7,873,877, and regarding the invalidity of such patent. 7.8 To ensure consistency with corporate policies Founders, in their capacity as Managing Directors of the Company, shall procure that the Company delivers to Purchaser within 45 days following the Closing Date, the Company’s and the Subsidiaries’ financial statements as at the last day of the calendar month immediately preceding the Closing Date and covering the year to date period through such last day of such calendar month, including a balance sheet (Bilanz), profit and loss statement (Gewinn- und Verlustrechnung) as well as trial balances all prepared in accordance with the Accounting Procedures.

Additional Agreements. (a) Without limiting any other provision of this Agreement, including, without limitation, the conditions Subject to the Closing in Sections 6, 7 and 8 and subject to Sections 5.3 and 5.7(bSection 5.8(b), the Parties shall use commercially reasonable efforts to cause to be taken all actions necessary to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing foregoing, but subject to Sections 5.3 and 5.7(bSection 5.8(b), each Party to this Agreement shall use commercially reasonable efforts to Agreement: (i) shall make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such Party in connection with the Merger and the other Contemplated Transactions; (ii) shall use commercially reasonable efforts to obtain each consent Consent (if any) reasonably required to be obtained (pursuant to any applicable Law Legal Requirement or Contract, or otherwise) by such Party in connection with the Merger or any of the other Contemplated Transactions or for such Contract to remain in full force and effect; (iii) shall use commercially reasonable efforts to lift any injunction prohibiting, or any other legal bar to, the Merger or any of the other Contemplated Transactions; and (iv) shall use commercially reasonable efforts to satisfy the conditions precedent to the consummation of this Agreement and (v) execute and deliver Agreement. Each Party shall provide to the other Party a copy of each proposed filing with or other submission to any additional instruments that are or may become reasonably necessary, proper or advisable Governmental Body relating to consummate any of the transactions contemplated by this Agreement, including the MergerContemplated Transactions, and shall give the other Party a reasonable time prior to carry out fully making such filing or other submission in which to review and comment on such proposed filing or other submission. Each Party shall promptly deliver to the purposes other Party a copy of this Agreementeach such filing or other submission made, each notice given and each Consent obtained by such Party during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, and subject to Section 5.3, no Party shall have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available to any Person any Intellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date); (v) to make or cause any of its Subsidiaries to make any commitment or agree to any undertaking (to any Governmental Authority Body or otherwise) regarding its future operations. ; or (cvi) Each of Innovate and Merger Sub will take all actions necessary to (i) cause Merger Sub contest any Legal Proceeding or any order, writ, injunction or decree relating to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (ii) ensure that Merger Sub prior to the Effective Time shall not conduct any business, incur or guarantee any Indebtedness or any of the other liabilities Contemplated Transactions if such Party determines in good faith that contesting such Legal Proceeding or make any investmentsorder, other than those activities incident to its obligations under this Agreement writ, injunction or the transactions contemplated herebydecree might not be advisable.

Additional Agreements. (a) Without limiting The representations and warranties set forth in Section 6 (in the case of the Company) and Section 7 (in the case of Purchaser) are the only representations and warranties made by the Company and Purchaser (or any of their direct or indirect shareholders, and their and such shareholders’ respective Representatives) respectively in connection with the transactions contemplated hereby. Purchaser hereby expressly disclaims any and all reliance of any other provision statements, promises, advice, data or information made, communicated or furnished (orally or in writing, including electronically) by or on behalf of the Company (or any of its direct or indirect shareholders, and their and such shareholders’ respective Representatives), and the Company hereby expressly disclaims any and all reliance of any other statements, promises, advice, data or information made, communicated or furnished (orally or in writing, including electronically) by or on behalf of Purchaser (or any of their direct or indirect shareholders, and their and such shareholders’ respective Representatives). (b) Subject to the terms and conditions of this Agreement, including, without limitation, each of the conditions to the Closing in Sections 6, 7 Company and 8 and subject to Sections 5.3 and 5.7(b), the Parties Purchaser shall use commercially its reasonable efforts to take, or cause to be taken taken, all actions necessary to consummate the Merger appropriate action and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing but subject to Sections 5.3 and 5.7(b)do, each Party to this Agreement shall use commercially reasonable efforts to (i) make all filings and other submissions (if any) and give all notices (if any) required or cause to be made and given by such Party in connection with the Merger and the other Contemplated Transactions; (ii) obtain each consent (if any) reasonably required to be obtained (pursuant to any applicable Law or Contractdone, or otherwise) by such Party in connection with the Merger or any of the other Contemplated Transactions or for such Contract to remain in full force and effect; (iii) lift any injunction prohibiting, or any other legal bar to, the Merger or any of the other Contemplated Transactions; (iv) satisfy the conditions precedent to the consummation of this Agreement and (v) execute and deliver any additional instruments that are or may become reasonably all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated hereby as promptly as practicable following the date hereof, including (i) obtaining from any Governmental Authority any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by such Party or its Affiliates, or to avoid any action or proceeding by any Governmental Authority, in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, (ii) making all necessary filings with respect to this Agreement and the transactions contemplated hereby under applicable Laws. The Company and Purchaser shall furnish to each other all information concerning itself, its Affiliates, directors, officers and shareholders and such other matters as may be reasonably required for any application or filing under applicable Laws in connection with the transactions contemplated hereby. Each Party (or their respective Representatives, as appropriate) shall have the right to review in advance, and shall consult with each other on any application or filing made with, or material written materials submitted to, any Governmental Authority in connection with the transactions contemplated hereby. Each Party shall keep the other Party reasonably apprised of the status of matters relating to consummation of the transactions contemplated hereby, including promptly furnishing to the other Party copies of notices or other material written communications (redacted as appropriate) received from third parties and Governmental Authorities in respect of the transactions contemplated hereby, in each case to the extent permitted by applicable Law. (c) The Parties agree and acknowledge that the Company will issue a press release disclosing the material terms of the transactions contemplated hereby in a form to be agreed by the Parties and file a current report on Form 6-K on or promptly after the date of this Agreement. Except as provided in the foregoing sentence, including no press release or public announcement concerning the Mergertransactions contemplated hereby may be issued by the Company, Purchaser or any of their respective Affiliates without the prior consent of the Company (in the case of a press release or public announcement by Purchaser or any of its Affiliates) or Purchaser (in the case of a press release or public announcement by the Company or any of its Affiliates) (which consent shall not be unreasonably withheld, conditioned or delayed), except for any such press release or public announcement required by applicable Law or Governmental Authorities, in which case the Company or Purchaser, as the case may be, shall, to the extent permissible under applicable Laws, give the other Party a reasonable opportunity to review and comment on such press release or public announcement in advance of the issuance thereof, and shall consider the other Parties’ comments in good faith. Notwithstanding the forgoing, this subsection (c) shall not apply to carry out fully any press release or public announcement made by the purposes Company, Purchaser or any of their respective Affiliates which does not contain any information relating to the transactions contemplated hereby that has not been previously announced or made public in accordance with the terms of this Agreement. (bd) Notwithstanding anything to the contrary contained in this AgreementThe Parties agree to, and subject to Section 5.3, no Party shall have any obligation under this Agreementcause their respective Representatives to: (i) treat and hold as confidential (and not disclose or provide access to dispose of any Person to) all confidential or transfer proprietary information with respect to the other Party or cause their businesses, or relating to the transactions contemplated hereby, (ii) in the event that any Party or any of its Subsidiaries Representatives becomes legally compelled or is required by any stock exchange or any other regulatory body to dispose disclose any such information, provide the other Party with prompt written notice of such requirement so that such other Party may seek a protective order or transfer other remedy or waive compliance with this subsection (d), and (iii) in the event that such protective order or other remedy is not obtained, or such other Party waives compliance with this subsection (d), furnish only that portion of such confidential information which is required by applicable Laws, the stock exchange or other regulatory body to be provided and exercise its best efforts to obtain assurances that confidential treatment will be accorded such information; provided, however, that the Party seeking to disclose shall have provided a draft of the proposed disclosure to the other Party reasonably in advance and shall have obtained written confirmation from the other Party that they have no further comments to the content of such proposed disclosure; provided, further, that this subsection (d) shall not apply to any information that, at the time of disclosure, is in the public domain and was not disclosed in breach of this Agreement by the relevant Party or any of its Representatives and provided further that each Party and their respective Representatives may disclose such information to their respective Affiliates, senior management, employees, professional advisors, agents in each case only where such Persons are bound by appropriate non-disclosure obligations and have agreed to maintain the confidentiality of such information. (e) The Parties agree that: (i) Subject to clause (ii) of this subsection (e), without the express prior written invitation or consent of the Company’s board of directors, Purchaser shall not, and shall cause its Affiliates and any Representatives acting on its or any of its Affiliates’ behalf not to, in any manner, directly or indirectly: (i) effect or seek, offer or propose (whether publicly or otherwise) to effect, or participate in, facilitate or encourage any other Person to effect or seek, offer or propose (whether publicly or otherwise) to effect, or participate in, (A) any acquisition of any securities (or Beneficial ownership thereof), or rights or options to acquire any securities (or Beneficial ownership thereof) (for the avoidance of doubt, other than Purchaser’s exercise of the Warrant in accordance with its respective terms), or any assets, or businesses of the Company, (B) any tender offer or exchange offer, merger or other business combination involving the Company, any of the assets of the Company or the subsidiaries of the Company constituting a material portion of the consolidated assets of the Company and the Company’s subsidiaries, (C) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or (D) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Commission) or consents to vote any securities of the Company, including soliciting consents or taking other action with respect to the calling of a special meeting of the Company’s shareholders; (ii) form, join or in any way participate in a “group” (as defined under the Exchange Act) with respect to discontinue or cause any of its Subsidiaries to discontinue offering any product or servicethe Company; (iii) otherwise act, alone or in concert with others, to license seek representation on or otherwise make availableto Control or influence the management, board of directors or cause any policies of its Subsidiaries the Company or to license or otherwise make available to any Person any Intellectual Propertyobtain representation on the board of directors of the Company; (iv) disclose or direct any Person to hold separate disclose, any intention, plan or cause any of its Subsidiaries to hold separate any assets arrangement inconsistent with the foregoing; or operations (either before or after the Closing Date); (v) advise, assist or encourage, or direct any Person to make advise, assist or cause encourage any other Person in connection with any of its Subsidiaries the foregoing. ▇▇▇▇▇▇▇▇▇ also agrees not to make request the Company to amend or waive any commitment or agree to any undertaking provision of this subsection (to any Governmental Authority or otherwisee) regarding its future operations(including this sentence). (c) Each of Innovate and Merger Sub will take all actions necessary to (i) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (ii) ensure that Merger Sub prior to the Effective Time The provisions of this subsection (e) shall not conduct not, in any businessmanner, incur limit or guarantee any Indebtedness prohibit Purchaser or any other liabilities of Purchaser’s Affiliates, or make any investmentsof their respective Representatives from communicating privately with the Company’s directors, other than those activities incident to its obligations under this Agreement officers or the transactions contemplated herebyRepresentatives so long as such communications are not intended to, and would not reasonably be expected to, require any public disclosure of such communications.

Additional Agreements. (a) Without limiting From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with the provisions hereof, Seller shall not sell, assign, or otherwise dispose of or place or allow to be placed any Encumbrance upon any of the Shares, except to the LLCs pursuant to this Agreement. (b) Seller shall pay all documentary transfer, sales and other provision taxes arising out of the sale and transfer of the Shares to WinLLC1. (c) From the date hereof through the Closing Date or the earlier termination of this Agreement, includingSeller, without limitationon the one hand, and the WinStar Parties, on the other hand (each a "Representing Party"), shall give the other prompt written notice of any event or development that occurs that (i) had it existed or been known on the date hereof would have been required to be disclosed by the Representing Party under this Agreement, (ii) would cause any of the representations and warranties of the Representing Party contained herein to be inaccurate, incomplete or otherwise misleading in any material respect, (iii) would cause the Representing Party to conclude that any of the conditions to Closing set forth in Section 6 hereof cannot be satisfied, or (iv) is of a nature that would or could reasonably be considered to adversely affect the Closing in Sections 6ability of the Representing Party to consummate the transactions contemplated by this Agreement. (d) Subject to the terms and conditions of this Agreement, 7 each party shall cooperate with the other and 8 and subject to Sections 5.3 and 5.7(b), the Parties shall use commercially all reasonable efforts to take, or cause to be taken taken, all actions necessary and to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing but subject to Sections 5.3 and 5.7(b)do, each Party to this Agreement shall use commercially reasonable efforts to (i) make all filings and other submissions (if any) and give all notices (if any) required or cause to be made and given by such Party in connection with the Merger and the other Contemplated Transactions; (ii) obtain each consent (if any) reasonably required to be obtained (pursuant to any applicable Law or Contractdone, or otherwise) by such Party in connection with the Merger or any of the other Contemplated Transactions or for such Contract to remain in full force and effect; (iii) lift any injunction prohibiting, or any other legal bar to, the Merger or any of the other Contemplated Transactions; (iv) satisfy the conditions precedent to the consummation of this Agreement and (v) execute and deliver any additional instruments that are or may become reasonably all things necessary, proper or advisable to consummate the transactions contemplated by hereby, including the execution and delivery of any additional instruments necessary to consummate the transactions contemplated hereby. Each of the parties shall execute such documents and other papers and take such further actions as may be reasonably required or desirable to carry out the provisions hereof. Each of the parties shall use its best efforts to cause the conditions to Closing specified in Section 6 which are within its control to be fulfilled. (e) Within 60 days after the Closing Date, WinStar will file a registration statement to register all of the WinStar Shares under the 1933 Act to enable Seller to make a public sale of the WinStar Shares (including those WinStar Shares deposited in escrow pursuant to Section 7(c)). If Adjustment Shares are issued, within 60 days after the date of such issuance, WinStar shall use its best efforts to file a registration statement to register all of the Adjustment Shares under the 1933 Act to enable Seller to make a public sale of the Adjustment Shares. WinStar will use its reasonable best efforts to cause such registration statement(s) to become effective as promptly as reasonably practicable after filing and to remain effective until such time as the WinStar Shares and the Adjustment Shares, as the case may be, may be sold publicly without registration under the 1933 Act. It shall be a condition to any such registration that Seller provide to WinStar all information and documents with respect to his ownership of the WinStar Shares and Adjustment Shares, compliance with law, manner of proposed disposition and such other matters as WinStar shall reasonably request for disclosure in the registration statement. WinStar and Seller shall indemnify one another in the manner and to the extent that is customary in connection with such registrations. WinStar shall pay all expenses attendant to the preparation and filing of such registration statement other than the fees and expenses of counsel and accountants of Seller and brokerage discounts and commissions. (f) From the date hereof until two years from either the Closing Date or earlier termination of this Agreement pursuant to the provisions of Section 8 hereof, except pursuant to this Agreement, including neither Seller nor any of his Affiliates (other than the MergerTrustees under the Voting Trust Agreement acting in capacities other than as such Trustees) or any group (within the meanings of Rule 13d-5 under the Exchange Act and the Voting Trust Agreement) of which Seller is or becomes a member will, directly or indirectly, either alone or in concert with others in any manner acquire, agree to acquire or make any proposal to acquire, for his own account, by purchase or otherwise, any voting securities, options, warrants or securities convertible into or exercisable or exchangeable for voting securities of ARTT. (g) From the date hereof until two years from either the Closing Date or the earlier termination of this Agreement pursuant to the provisions of Section 8 hereof, Seller shall not participate in any manner, directly or indirectly, individually in concert with others, (i) make or in any way participate in any "solicitation" of "proxies" to vote (as such terms are used in the proxy rules of the Commission promulgated under the Exchange Act) or seek to advise or influence any person or entity with respect to the voting of any voting securities of WinStar, (ii) otherwise seek representation on the Board of Directors ("Board") or to control or influence the management, Board or policies of WinStar, (iii) disclose to any third party any intention, plan or arrangement inconsistent with the foregoing or (iv) advise, assist or encourage any other person in connection with the foregoing. (h) Each party shall be solely responsible for the payment of the fees of all brokers, finders, investment bankers and to carry out fully similar parties engaged by it in connection with the purposes of transactions contemplated by this Agreement. (bi) Notwithstanding anything to Promptly after the contrary contained in execution of this Agreement, Seller shall use reasonable efforts to obtain the consents necessary to permit him to assign to WinLLC1, and subject if such consents are obtained, at WinLLC1's election, given to Section 5.3, no Party shall have any obligation under this Agreement: (i) Seller at least two business days prior to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available to any Person any Intellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date); (v) , shall assign to make or cause any WinLLC1, his rights and obligations under the Registration Rights Agreement and WinLLC1, pursuant to Section 15 of its Subsidiaries the Registration Rights Agreement, shall exercise a counterpart to make any commitment or agree the Registration Rights Agreement agreeing to any undertaking (to any Governmental Authority or otherwise) regarding its future operationsbe treated thereunder in the same manner as Seller. (cj) Each Concurrently with the execution of Innovate and Merger Sub will take all actions necessary this Agreement, counsel to (i) cause Merger Sub Seller shall deliver to perform its obligations under ARTT an opinion of counsel, addressed to ARTT, stating that in the opinion of such counsel the transfer of the Shares pursuant to this Agreement and to consummate does not involve a transaction requiring registration or qualification of the Merger on Shares under the terms and conditions 1933 Act or the securities or "blue sky" laws of any state of the United States. Seller hereby represents that the requirement set forth in this the first two sentences of Section 12(c) of the Registration Rights Agreement and that ARTT be given prior written notice of a holder's intention to make a "Transfer" of "Restricted Shares" (iias those terms are defined in the Registration Rights Agreement) ensure that Merger Sub prior to shall be satisfied by the Effective Time shall not conduct any business, incur or guarantee any Indebtedness or any other liabilities or make any investments, other than those activities incident to its obligations under this Agreement or delivery of an opinion of counsel concurrently with the transactions contemplated herebyTransfer.

Additional Agreements. (a) Without limiting any other provision of The indemnities provided in this AgreementArticle 9 shall survive the Closing, including, without limitation, the conditions to the Closing in Sections 6, 7 and 8 and subject to Sections 5.3 and 5.7(b), the Parties shall use commercially reasonable efforts to cause to be taken all actions necessary to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing but subject to Sections 5.3 and 5.7(b), each Party to this Agreement shall use commercially reasonable efforts to except that: (i) make all filings the Companies shall not be liable for any indemnification claim hereunder unless notice of such claim shall have been delivered in accordance with this Article 9 at any time on or before the two (2) year anniversary of the Closing Date, except (1) with respect to (A) a misrepresentation or a breach of any warranty contained in Section 4.1(e)(i), (B) a liability of any Company which is not an Assumed Liability or (C) with respect to any indemnification claims arising under Sections 5.1, 5.11, 5.15 and other submissions 5.16, unless notice of such claim shall have been delivered in accordance with this Article 9 at any time on or after this Closing Date, and (if any2) with respect to a misrepresentation or a breach of any warranty contained in Section 4.1(t), unless notice of such claim shall have been delivered in accordance with this Article 9 on or before the 60th day after the expiration of the longest statute of limitations applicable to claims against Sellers by any relevant taxing authority; and give all notices (if any) required to be made and given by such Party in connection with the Merger and the other Contemplated Transactions; (ii) obtain each consent Buyer shall not be liable for any indemnification claim hereunder unless notice of such claim shall have been delivered in accordance with this Article 9 at any time on or before the two (if any2) reasonably required to be obtained (pursuant to any applicable Law or Contract, or otherwise) by such Party in connection with the Merger or any year anniversary of the other Contemplated Transactions or for Closing Date, except with respect to an Assumed Liability, unless notice of such Contract claims with respect to remain such Assumed Liability shall have been delivered in full force and effect; (iii) lift accordance with this Article 9 at any injunction prohibiting, or any other legal bar to, time after the Merger or any of the other Contemplated Transactions; (iv) satisfy the conditions precedent to the consummation of this Agreement and (v) execute and deliver any additional instruments that are or may become reasonably necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including the Merger, and to carry out fully the purposes of this AgreementClosing Date. (b) Notwithstanding anything The Parties agree that any indemnification payments made pursuant to this Agreement shall be treated for tax purposes as an adjustment to the contrary contained in this AgreementPurchase Price, and subject to Section 5.3, no Party shall have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service; (iii) to license or unless otherwise make available, or cause any of its Subsidiaries to license or otherwise make available to any Person any Intellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date); (v) to make or cause any of its Subsidiaries to make any commitment or agree to any undertaking (to any Governmental Authority or otherwise) regarding its future operationsrequired by applicable law. (c) Each Any Party receiving notice of Innovate and Merger Sub will take any claim by any taxing authority that such Party owes or may in the future owe Taxes shall, if the claim to which such notice relates could, if resolved against such Party, reasonably be expected to have adverse consequences for other Parties to this Agreement, notify all actions necessary other Parties of such notice; provided, however, that any failure to (i) cause Merger Sub give such notice shall not operate as a waiver of any rights to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth indemnity provided in this Agreement and (ii) ensure that Merger Sub prior Article 9 except as provided in Section 9.3(b). Any Party may, at its own expense, be entitled to participate as an observer in the Effective Time shall not conduct proceedings with respect to any business, incur or guarantee any Indebtedness or any other liabilities or make any investments, other than those activities incident to its obligations under this Agreement or the transactions contemplated herebysuch claim.

Additional Agreements. (a) Without limiting any other provision Between the date hereof and the Closing Date, subject to the terms and conditions herein provided, each of the parties hereto agrees to use its reasonable best efforts to take promptly or cause to be taken, all actions and to do promptly or cause to be done promptly, all things necessary, proper or advisable under applicable laws to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, Agreement and to satisfy all of the conditions to the Closing in Sections 6to be satisfied by such party, 7 and 8 and subject to Sections 5.3 and 5.7(b), the Parties shall use commercially including using its reasonable best efforts to cause obtain all necessary actions or non-actions, extensions, waivers, consents and approvals from all applicable Governmental Entities and third parties and effecting all necessary registrations and filings. Each Shareholder shall vote such Shareholder's securities of the Company at any general or special meeting of the shareholders of the Company or pursuant to be taken all actions necessary a written consent in lieu thereof, to consummate the extent required by applicable law or contract or arrangement, to approve the Merger and make effective the other Contemplated Transactions. Without limiting the generality consummation of the foregoing but subject transactions contemplated hereby. No Shareholder shall take any action with the intent or effect of seeking to Sections 5.3 and 5.7(b)exercise or perfect statutory dissenter's rights or similar rights of appraisal under the MBCA or any other law, each Party which rights are hereby irrevocably waived. Each of the parties hereto agrees not to take any action or fail to take any action that would be likely to cause any representation or warranty contained in this Agreement to cease to be true or accurate or that would be reasonably likely to prevent the performance of any covenant or the satisfaction of any condition contained in this Agreement. Nothing contained in this Agreement shall use commercially reasonable efforts be construed to require Company to (i) make all filings and other submissions (if any) and give all notices (if any) required divest or commit to be made and given by such Party in connection with the Merger and the other Contemplated Transactions; divest any assets or business of Company, any subsidiary of Company or (ii) obtain each consent (if any) reasonably required to be obtained (pursuant to any applicable Law or Contract, or otherwise) by such Party in connection with the Merger or any of the other Contemplated Transactions or for such Contract to remain in full force and effect; (iii) lift any injunction prohibiting, or any other legal bar to, the Merger or any of the other Contemplated Transactions; (iv) satisfy the conditions precedent to the consummation of this Agreement and (v) execute and deliver any additional instruments that are or may become reasonably necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including the Merger, and to carry out fully the purposes of this Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, and subject to Section 5.3, no Party shall have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available to any Person any Intellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date); (v) to make or cause any of its Subsidiaries commit to make any commitment or agree to any undertaking (to any Governmental Authority or otherwise) regarding its future operations. (c) Each of Innovate and Merger Sub will take all actions necessary to (i) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (ii) ensure that Merger Sub prior change to the Effective Time shall not conduct any business, incur or guarantee any Indebtedness manner in which the business of Company or any other liabilities or make any investments, other than those activities incident to its obligations under this Agreement Company Subsidiary or the transactions contemplated herebyCompany or to the relationship between Parent, any subsidiary of Parent or the Company and any vendor, supplier, lender, dealer, distributor or customer.

Additional Agreements. (a) Without limiting any other provision of this Agreement, including, without limitation, the conditions to the Closing in Sections 6, 7 and 8 and subject Subject to Sections 5.3 4.5, 5.3(c) and 5.7(b5.8(b), the Parties shall use commercially reasonable efforts to cause to be taken all actions necessary to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing foregoing, but subject to Sections 5.3 and 5.7(bSection 5.8(b), each Party to this Agreement shall use commercially reasonable efforts to Agreement: (i) shall make all filings and other submissions (if any) and give all notices (if any) reasonably required to be made and given by such Party in connection with the Merger and the other Contemplated Transactions; (ii) shall use commercially reasonable efforts to obtain each consent Consent (if any) reasonably required to be obtained (pursuant to any applicable Law Legal Requirement or Contract, or otherwise) by such Party in connection with the Merger or any of the other Contemplated Transactions or for such Contract to remain in full force and effect; (iii) shall use commercially reasonable efforts to lift any injunction prohibiting, or any other legal bar to, the Merger or any of the other Contemplated Transactions; and (iv) shall use commercially reasonable efforts to satisfy the conditions precedent to the consummation of this Agreement and (v) execute and deliver Agreement. Each Party shall provide to the other Party a copy of each proposed filing with or other submission to any additional instruments that are or may become reasonably necessary, proper or advisable Governmental Body relating to consummate any of the transactions contemplated by this Agreement, including the MergerContemplated Transactions, and shall give the other Party a reasonable time prior to carry out fully making such filing or other submission in which to review and comment on such proposed filing or other submission. Each Party shall promptly deliver to the purposes other Party a copy of this Agreementeach such filing or other submission made, each notice given and each Consent obtained by such Party during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, and subject to Section 5.3, no Party shall have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available to any Person any Intellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date); (v) to make or cause any of its Subsidiaries to make any commitment or agree to any undertaking (to any Governmental Authority Body or otherwise) regarding its future operations. ; or (cvi) Each of Innovate and Merger Sub will take all actions necessary to (i) cause Merger Sub contest any Legal Proceeding or any order, writ, injunction or decree relating to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (ii) ensure that Merger Sub prior to the Effective Time shall not conduct any business, incur or guarantee any Indebtedness or any of the other liabilities Contemplated Transactions if such Party determines in good faith that contesting such Legal Proceeding or make any investmentsorder, other than those activities incident to its obligations under this Agreement writ, injunction or the transactions contemplated herebydecree might not be advisable.

Additional Agreements. (a) Without limiting any other provision Boor agrees to adhere to his continuing obligations to the Company pursuant to Section 10 (Confidentiality; Noncompetition) of this the Employment Agreement, including, without limitation, and the conditions to the Closing in Sections 6, 7 and 8 and subject to Sections 5.3 and 5.7(b), the Parties shall use commercially reasonable efforts to cause to be taken parties agree that all actions necessary to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing but subject to Sections 5.3 restrictions on Boor’s activities, as set forth therein, shall be applicable and 5.7(b), each Party to this Agreement shall use commercially reasonable efforts to (i) make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such Party in connection with the Merger and the other Contemplated Transactions; (ii) obtain each consent (if any) reasonably required to be obtained (pursuant to any applicable Law or Contract, or otherwise) by such Party in connection with the Merger or any of the other Contemplated Transactions or for such Contract to remain in full force and effect; (iii) lift any injunction prohibitingprovided, however, that the Company acknowledges and agrees that Boor’s participating in, engaging in, or any other legal bar rendering services to, an entity engaged exclusively in the Merger following types of businesses shall not be deemed to be competitive with the Company’s business and thus will not be subject to the Noncompetition provisions of Section 10 of the Employment Agreement: mobile network operators; mobile virtual network operators; and mobile, wireless or computer original equipment manufacturers. In consideration of the Company’s promises, as set forth in this Agreement, Boor agrees to comply with his obligations as set forth in this Agreement, and gives up, releases, and waives all of Boor’s Claims against the Company Released Parties, and each of them, as well as all other actions, causes of action, claims or demands that he may have against the Company Released Parties, and any of them, except as specifically provided in Section 4 as Excluded Claims. Boor acknowledges and agrees that the consideration set forth above includes all amounts for damages or other Contemplated Transactions; (iv) satisfy amounts owed to him of any kind, costs, and attorneys’ fees and expenses. Boor also agrees that he shall not bring any lawsuits against the conditions precedent Company relating to the consummation claims that he has given up, released, and waived, nor will he allow any suit to be brought on his behalf. The consideration described above constitutes full and fair consideration for the release of Boor’s Claims. Boor acknowledges that the Company is not otherwise obligated to provide the consideration set forth above to him. Boor also acknowledges that he has received all other forms of compensation and payments, of whatever kind, that may be due to him by the Company, other than as set forth in Section 4 as Excluded Claims. Boor hereby relinquishes any and all rights to employment with the Company after the Separation Date. Boor also agrees that he shall not, directly or indirectly, take any action which has the effect of harming the Released Parties or interfering with their relationships (contractual or otherwise) with any entity or person, including, but not limited to, any employee or customer of the Released Parties, or other entity with which the Company has a business relationship. (b) Boor will be entitled to continued medical benefits (in accordance with Boor’s current coverage) through the Separation Date. In addition, in consideration of Boor’s execution of this Agreement and compliance with Boor’s obligations hereunder and under the Employment Agreement, Boor and his eligible dependents will be entitled to continuation of coverage under the Company’s group health insurance (vor substitute benefits), at Boor’s sole expense, for eighteen (18) execute months after the Separation Date; provided that Boor expressly acknowledges that it is Boor’s obligation to properly elect COBRA coverage by timely submitting appropriate documentation. In addition, upon Boor’s proper election, Boor shall be entitled to receive a distribution of his vested account balance under the Company’s 401(k) Plan in accordance with the terms thereof. On the Effective Date, assuming he does not revoke this Agreement prior to the Effective Date, the Company agrees to pay Boor (i) $42,300 in full satisfaction of any obligation of the Company to Boor arising out of or related to Boor’s unused vacation days, personal days, sick leave days and deliver sabbatical (in accordance with his interim position of president of the Company’s European division) and (ii) $1,350 in full satisfaction of any additional instruments and all unreimbursed business expenses incurred by Boor in connection with his employment by the Company, including, but not limited to, any such expenses that are have previously been submitted to the Company but which have not been reimbursed as of the Separation Date. The Company acknowledges and agrees that after the date hereof, Boor will continue to be entitled to any rights to contribution, advancement of expenses, defense or indemnification he may become have under the Company’s organizational documents, or applicable law. For a period of six (6) years following the Separation Date, Company agrees to continue to provide coverage to Boor, in his capacity as a former officer and director, under its Directors and Officers insurance to the same extent as coverage is provided to its then existing directors and officers. In addition, until August 31, 2011, the Company agrees to reimburse Boor for his documented actual expenses paid for executive outplacement services, subject to an aggregate cap of $15,000. Upon request of any employer or prospective employer of Boor, the Company shall provide a reference letter in the form agreed to by Boor and the Company, and the Company’s then Senior Vice President, Global Human Resources, shall be designated as the Company officer who may discuss Boor’s prior employment with the Company. For six months following the Separation Date, the Company, at its sole cost and expense, will use its commercially reasonable efforts to assist Boor in the preparation of any applicable Section 16(a) filings required to be filed by Boor under the Securities Exchange Act of 1934, as amended; provided, however, that Boor agrees he will provide the Company with timely notice of any transactions that may require a filing and will timely provide any information that the Company reasonably necessaryrequests to enable it to assist in the preparation of any such filing. Boor acknowledges and agrees that, proper notwithstanding the Company’s agreement to assist him with the preparation of any applicable Section 16(a) filings as set forth above, the filings remain Boor’s responsibility and the Company does not assume any liability arising out of or advisable related to consummate any such filings, or the transactions contemplated by requiring such filings. The Company will not issue a press release or file a Form 8-K with the Securities and Exchange Commission regarding the terms and conditions of this AgreementAgreement without first giving Boor an opportunity to review such press release or filing. Notwithstanding the foregoing, including the MergerCompany shall not be required to obtain Boor’s consent, written or otherwise, before issuing a press release or filing a Form 8-K regarding the terms and to carry out fully the purposes conditions of this Agreement. (bc) Notwithstanding anything to the contrary contained in this Agreement, and subject to Section 5.3, no Party shall have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available to any Person any Intellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date); (v) to make or cause any of its Subsidiaries Each party agrees not to make any commitment disparaging or agree to any undertaking (to any Governmental Authority or otherwise) regarding its future operationsnegative statements about the other party. (c) Each of Innovate and Merger Sub will take all actions necessary to (i) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (ii) ensure that Merger Sub prior to the Effective Time shall not conduct any business, incur or guarantee any Indebtedness or any other liabilities or make any investments, other than those activities incident to its obligations under this Agreement or the transactions contemplated hereby.