Common use of Company Cooperation Clause in Contracts

Company Cooperation. In connection with any registration and sale of Registrable Common Stock pursuant to Section 2 or 3 of this Agreement, during the Effective Period and subject to the provisions of such Sections, the Company shall: (i) prepare and file with the SEC, as applicable, (A) the Shelf Registration Statement and use its reasonable best efforts to cause such Registration Statement to become effective or (B) the prospectus supplement, in each case as contemplated in Section 2(a) hereof; (ii) prepare and file with the SEC such amendments and supplements to such Shelf Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the Effective Period; (iii) furnish to the Stockholder such number of copies of such Shelf Registration Statement, each amendment and supplement thereto, each Prospectus and such other documents (but not including any report or other document filed or furnished pursuant to the Exchange Act) as the Stockholder may reasonably request in order to facilitate the disposition of the Registrable Common Stock, provided, however, that the Company shall have no such obligation to furnish copies of a final prospectus if the conditions of Rule 172(c) under the Securities Act are satisfied by the Company; (iv) furnish to counsel for the Stockholder and for the underwriters, if any, with copies of any written comments from the SEC or any state securities authority or any written request by the SEC or any state securities authority relating to the Shelf Registration Statement or related Prospectus; (v) use its reasonable best efforts to register or qualify such Registrable Common Stock under such other securities or blue sky laws of such U.S. jurisdictions as the Stockholder reasonably requests in writing; provided, that the Company will not be required to (1) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph (iv), (2) subject itself to taxation in any such jurisdiction, (3) consent to general service of process in any such jurisdiction or (4) make any changes to any report filed or furnished pursuant to the Exchange Act that are incorporated by reference into such Registration Statement; (vi) notify the Stockholder, at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of any event as a result of which any Prospectus contains an untrue statement of a material fact or omits any material fact necessary to make the statements therein not misleading, and, at the request of the Stockholder, promptly prepare and furnish to the Stockholder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that, as thereafter delivered to the purchasers of Registrable Common Stock covered thereby, such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (vii) in connection with an Underwritten Offering, make available for inspection by the Stockholder and any underwriter participating in the Underwritten Offering, during regular business hours, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by the Stockholder or such underwriter, to conduct a reasonable due diligence investigation within the meaning of Section 11 of the Securities Act in connection with such Registration Statement; provided, that the foregoing investigation and information gathering shall be coordinated on behalf of such parties by one firm of counsel designated by and on behalf of the Stockholder and one firm of counsel designated by and on behalf of all of the underwriters; and provided further that each Person receiving such information shall, as a condition to receiving such information, agree in writing pursuant to confidentiality agreements in form and substance reasonably satisfactory to the Company to keep such information confidential and to take such actions as are reasonably necessary to protect the confidentiality of such information; (viii) use its reasonable best efforts to cause all such Registrable Common Stock to be listed on the principal securities exchange on which the Common Stock is then listed; and (ix) promptly notify the Stockholder and, in connection with an Underwritten Offering, any underwriter: (1) when the Registration Statement, any pre-effective amendment, the Prospectus or any Prospectus supplement or post-effective amendment to the Registration Statement has been filed (but not including any report or other document filed or furnished pursuant to the Exchange Act) and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (2) of any written request by the SEC for amendments or supplements to the Registration Statement or any Prospectus or of any inquiry by the SEC relating to the Registration Statement; (3) of the notification to the Company by the SEC of its initiation of any proceeding with respect to the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement; and (4) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Common Stock for sale under the applicable securities or blue sky laws of any jurisdiction.

Company Cooperation. In Solely in connection with any the Offering, the Company shall use commercially reasonable efforts to effect the registration and sale of Registrable Common Stock the Auven Shares by means of the filing of a prospectus supplement (the “Prospectus”) to the prospectus contained in the Company’s existing, effective shelf registration statement on Form F-3 ASR (File No.: 333-256807) (the “Registration Statement”). In addition, in connection with the Offering: (a) The Company shall (i) cause a prospectus supplement to be filed pursuant to Section 2 or 3 Rule 424 under the Securities Act of this Agreement, during 1933 (the Effective Period “Securities Act”) and subject to (ii) comply with the provisions of such Sections, the Company shall:Securities Act with respect to the disposition of the Auven Shares in the Offering as presented in the Prospectus by the Shareholder. (ib) prepare and file with the SEC, as applicable, (A) the Shelf Registration Statement and use its reasonable best efforts to cause such Registration Statement to become effective or (B) the prospectus supplement, in each case as contemplated in Section 2(a) hereof; (ii) prepare and file with the SEC such amendments and supplements to such Shelf Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the Effective Period; (iii) The Company shall furnish to the Stockholder Shareholder and its legal counsel such number of copies of such Shelf Registration Statement, each amendment the Prospectus and supplement thereto, each Prospectus all amendments and supplements thereto and such other documents (but not including any report or other document filed or furnished pursuant to the Exchange Act) as the Stockholder Shareholder may reasonably request in order to facilitate the disposition of the Registrable Common Stock, provided, however, Auven Shares; provided that the Company shall have no may provide any such obligation to furnish copies of a final prospectus if the conditions of Rule 172(c) under the Securities Act are satisfied by the Company;in electronic form only. (ivc) furnish to counsel for Following the Stockholder commencement of the Offering and for through the underwritersclosing of the Offering, if any, with copies of any written comments from the SEC or any state securities authority or any written request by the SEC or any state securities authority relating to the Shelf Registration Statement or related Prospectus; (v) use its reasonable best efforts to register or qualify such Registrable Common Stock under such other securities or blue sky laws as promptly as practicable after becoming aware of such U.S. jurisdictions as the Stockholder reasonably requests in writing; providedevent, that the Company will not be required to shall (1) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph (iv), (2) subject itself to taxation in any such jurisdiction, (3) consent to general service of process in any such jurisdiction or (4) make any changes to any report filed or furnished pursuant to the Exchange Act that are incorporated by reference into such Registration Statement; (vii) notify the Stockholder, at Shareholder of the happening of any time when a Prospectus relating thereto is required to be delivered under the Securities Actevent, of which the occurrence of any event Company has knowledge, as a result of which the prospectus included in any Prospectus contains Registration Statement, as then in effect, includes an untrue statement of a material fact or omits any material fact necessary to make the statements therein not misleading, and, at the request of the Stockholder, promptly prepare and furnish to the Stockholder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that, as thereafter delivered to the purchasers of Registrable Common Stock covered thereby, such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;, (ii) use its commercially reasonable efforts to promptly prepare a supplement or amendment to any Registration Statement to correct such untrue statement or omission, and (iii) deliver such number of copies of such supplement or amendment to the Shareholder as the Shareholder may reasonably request. (viid) The Company shall use its commercially reasonable efforts during the Offering to prevent the issuance of any stop order or other suspension of effectiveness of any Registration Statement, and, if such an order is issued, to obtain the withdrawal of such order as promptly as reasonably practicable, and to notify each the Shareholder of the issuance of such order and the resolution thereof, in each case as promptly as reasonably practicable. (e) The Company shall permit legal counsel of the Shareholder to review the Prospectus a reasonable period of time prior to its filing with the U.S. Securities and Exchange Commission (the “SEC”) and not file any documents in a form to which the Shareholder’s legal counsel reasonably objects; provided that notwithstanding the foregoing, in no event shall the Company be (i) required to file any document with the SEC which in the view of the Company or its counsel contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make any statement therein not misleading or (ii) prohibited from filing any document with the SEC which the Company or its counsel reasonably believes to be required by law to be so filed. (f) In connection with an Underwritten the Offering, make available for inspection by the Stockholder and any underwriter participating in the Underwritten Offering, during regular business hours, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by the Stockholder or such underwriter, to conduct a reasonable due diligence investigation within the meaning of Section 11 of the Securities Act in connection with such Registration Statement; provided, that the foregoing investigation and information gathering shall be coordinated on behalf of such parties by one firm of counsel designated by and on behalf of the Stockholder and one firm of counsel designated by and on behalf of all of the underwriters; and provided further that each Person receiving such information shall, as a condition to receiving such information, agree in writing pursuant to confidentiality agreements in form and substance reasonably satisfactory to the Company to keep such information confidential and to the Shareholder shall enter into customary agreements (including an underwriting agreement in customary form) and take such all other actions as are reasonably necessary required in order to protect expedite or facilitate the confidentiality disposition of such information; (viii) use its reasonable best efforts to cause all such Registrable Common Stock to be listed on the principal securities exchange on which Auven Shares in the Common Stock is then listed; and (ix) promptly notify the Stockholder and, in connection with an Underwritten Offering, any underwriter: (1) when including reasonable management participation in the Registration Statement, any pre-effective amendment, the Prospectus or any Prospectus supplement or post-effective amendment to the Registration Statement has been filed (but not including any report or other document filed or furnished pursuant to the Exchange Act) and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (2) of any written request by the SEC for amendments or supplements to the Registration Statement or any Prospectus or of any inquiry by the SEC relating to the Registration Statement; (3) marketing of the notification to the Company by the SEC of its initiation of any proceeding with respect to the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement; and (4) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Common Stock for sale under the applicable securities or blue sky laws of any jurisdictionOffering.

Company Cooperation. In connection with any registration (a) The Company will give the Advisors prompt written notice of the proposed Business Combination, and sale of Registrable Common Stock pursuant to Section 2 or 3 of this Agreement, during the Effective Period and subject in no event later than at least 30 days prior to the provisions first public announcement relating to the Business Combination. From the date on which such written notice is provided to the Advisors through the date of the consummation of such SectionsBusiness Combination, the Company shallwill provide reasonable cooperation to the Advisors and their counsel as may be necessary for the efficient performance by the Advisor of its obligations hereunder. If requested by the Advisors: (i) prepare the Company will furnish or arrange to have furnished to the Advisors and file their counsel, on a timely basis, all information (including financial information) in the Company’s control concerning the Company, the Target and the Business Combination as would generally be provided to underwriters in connection with the SEC, as applicable, (A) the Shelf Registration Statement and use its reasonable best efforts to cause such Registration Statement to become effective or (B) the prospectus supplementunderwritten public offerings of securities for due diligence purposes and, in each case addition, provide the Advisors and their counsel with access, on a timely basis, to the Company’s officers, directors, employees, affiliates, independent accountants, legal counsel and other agents, consultants and advisors (the “Representatives”) as contemplated reasonably requested by any Advisor in Section 2(a) hereoforder to conduct such due diligence; (ii) prepare the Company will use reasonable best efforts, as requested by any Advisor, to cause the Target to, on a timely basis, furnish or arrange to have furnished to the Advisors and file with their counsel all information (including financial information) concerning the SEC such amendments and supplements to such Shelf Registration Statement Target and the Prospectus used Business Combination as would generally be provided to underwriters in connection therewith with underwritten public offerings of securities for due diligence purposes and, in addition, provide the Advisors and their counsel with access to the Target’s Representatives as may be necessary reasonably requested by any Advisor in order to keep perform such Registration Statement effective for the Effective Perioddue diligence; (iii) furnish the Company will provide the Advisors and their counsel with the right to review, and the Stockholder such number opportunity to comment on, drafts of copies of such Shelf Registration Statementany (i) offering documents, as each amendment and supplement theretomay be amended or supplemented, each Prospectus and such other documents (but not including any report information that is incorporated by reference therein (collectively, “Offering Documents”), (ii) contemplated public announcement (a “Public Announcement”), and (iii) registration statement, proxy statement and other written materials, as each may be amended or other document supplemented, including any information that is incorporated by reference therein, contemplated to be filed with, or furnished pursuant to to, the Exchange Act) as Commission in connection with such Business Combination (collectively, the Stockholder may reasonably request in order to facilitate “Public Offering Materials” and, collectively with the disposition of Offering Documents and any Public Announcements, the Registrable Common Stock, provided, however, that the Company shall have no such obligation to furnish copies of a final prospectus if the conditions of Rule 172(c) under the Securities Act are satisfied by the Company;“Offering Materials”); and (iv) furnish the Company will deliver drafts of the Offering Materials to the Advisors a sufficient time prior to their filed or intended use to allow the Advisors and their counsel for the Stockholder opportunity to participate in drafting sessions related thereto and for to review and comment thereon (the underwriters, if any, with copies of Company shall give good faith consideration to any written such comments from the SEC or any state securities authority or any written request provided by the SEC Advisors or any state securities authority relating to their counsel). To the Shelf Registration Statement or related Prospectus; (v) use its reasonable best efforts to register or qualify such Registrable Common Stock under such other securities or blue sky laws of such U.S. jurisdictions as the Stockholder reasonably requests in writing; provided, extent that the Company and its Representatives participate in drafting sessions regarding the Offering Materials, the Advisors, including their outside counsel, shall be entitled to participate in those drafting sessions. (b) The Company will not promptly notify the Advisors of any change in facts or circumstances or new developments affecting the Company or Target or that might reasonably be required to (1) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph (iv), (2) subject itself to taxation in any such jurisdiction, (3) consent to general service of process in any such jurisdiction or (4) make any changes to any report filed or furnished pursuant considered material to the Exchange Act that are incorporated by reference into such Registration Statement; (vi) notify the Stockholder, Advisors’ engagement hereunder. If at any time when a Prospectus relating thereto is required prior to be delivered under the Securities Act, consummation of the occurrence of Business Combination an event occurs that would cause the Public Offering Materials to include any event as a result of which any Prospectus contains an untrue statement of a material fact or omits any material fact necessary to make the statements therein not misleading, and, at the request of the Stockholder, promptly prepare and furnish to the Stockholder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that, as thereafter delivered to the purchasers of Registrable Common Stock covered thereby, such Prospectus shall not include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, the Company will promptly notify the Advisors of such event, and the Company shall, to the extent the Company or any Advisor deem it necessary or advisable, prepare a supplement or amendment to the Public Offering Materials, which corrects such statements or omissions and file such supplemental materials with the Commission and otherwise ensure distribution of such material to its stockholders. (c) The Company will use its reasonable best efforts to ensure that at the effectiveness of the Public Offering Materials and upon on the date of the Company stockholders’ meeting (“Company Stockholders Meeting”) at which approval of the Business Combination is voted upon, the Advisors will receive, and the Advisors shall be entitled to and rely upon, as a third-party beneficiaries, such certificates, comfort letters (prepared pursuant to AU 634 of the Public Company Accounting Oversight Board in the case of auditor comfort letters), negative assurance letters and legal opinions from the Company and the Target and their respective legal counsel and independent registered accountants as are generally provided to underwriters in connection with underwritten public offerings of securities, provided that, for the avoidance of doubt, any comfort letters and negative assurance letters shall solely relate to the Public Offering Materials that were filed with the Commission. The Company will also deliver, or cause the Target to deliver, as applicable, such documents and other materials the Advisors’ counsel may reasonably request or require in order to furnish a negative assurance letter to the Advisors in connection with the Business Combination (1) on the date of the effectiveness of the Public Offering Materials and (2) on the date of the Company Stockholders Meeting, each dated the date of delivery. (d) The Company shall cause its chief executive officer and the chief financial or chief accounting officer of the Company to deliver to the Advisors a certificate certifying that (I) the representations and warranties of the Company contained in the business combination agreement executed by the Company in connection with the Business Combination (the “BCA”) are true and correct in all material respects (except for those representations and warranties which are qualified as to materiality, in which case, such representations and warranties shall be true and correct in all respects) as of the date when made and as of the date of such certificate, as though made on and as of such date, except for such representations and warranties that speak as of a specific date or are otherwise disclosed in the Public Offering Materials and (II) the Public Offering Materials conformed in all material respects to the requirements of the Act and do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading;. (viie) in connection with an Underwritten Offering, make available for inspection by the Stockholder and any underwriter participating in the Underwritten Offering, during regular business hours, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by the Stockholder or such underwriter, to conduct a reasonable due diligence investigation within the meaning of Section 11 of the Securities Act in connection with such Registration Statement; provided, that the foregoing investigation and information gathering The Company shall be coordinated on behalf of such parties by one firm of counsel designated by and on behalf of the Stockholder and one firm of counsel designated by and on behalf of all of the underwriters; and provided further that each Person receiving such information shall, as a condition to receiving such information, agree in writing pursuant to confidentiality agreements in form and substance reasonably satisfactory to the Company to keep such information confidential and to take such actions as are reasonably necessary to protect the confidentiality of such information; (viii) use its reasonable best efforts to cause the chief executive officer and the chief financial or chief accounting officer of the Target (or other Target’s officers performing such functions) to deliver to the Advisors a certificate on behalf of the Target certifying that (I) the representations and warranties of the Target contained in the BCA are true and correct in all material respects (except for those representations and warranties which are qualified as to materiality, in which case, such Registrable Common Stock representations and warranties shall be true and correct in all respects) as of the date when made and as of the date of such certificate, as though made on and as of such date, except for such representations and warranties that speak as of a specific date or are otherwise disclosed in the Public Offering Materials and (II) the Public Offering Materials and any amendments thereto conformed in all material respects to the requirements of the Act and do not contain any untrue statement of a material fact or omit to state any material fact required to be listed on stated therein or necessary to make the principal securities exchange on which the Common Stock is then listed; andstatements therein not misleading. (ixf) promptly notify The Company shall cause the Stockholder and, BCA to contain covenants requiring delivery of such documentation by the Target and its counsel and auditors set forth in connection with an Underwritten Offering, any underwriter: paragraphs (c) through (e) of this Section 3 (the “Advisors Deliverables”) and such deliverables shall be in a form and substance satisfactory to the Advisors and to be provided: (1) when on the Registration Statement, any pre-effective amendment, the Prospectus or any Prospectus supplement or post-effective amendment to the Registration Statement has been filed (but not including any report or other document filed or furnished pursuant to the Exchange Act) and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (2) date of any written request by the SEC for amendments or supplements to the Registration Statement or any Prospectus or of any inquiry by the SEC relating to the Registration Statement; (3) of the notification to the Company by the SEC of its initiation of any proceeding with respect to the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement; andPublic Offering Materials (if applicable) and (2) on the date of the Company Stockholders Meeting, each dated the date of delivery. If the Company’s equity securities are not to be publicly traded following the consummation of the Business Combination, an assumption by the participant in the Business Combination whose equity securities will be publicly traded following the consummation of the Business Combination of all of the Company’s obligations under this Agreement. (4g) The Company shall cause the BCA to contain a provision to the following effect: Target and the Company shall not allow any of the receipt following events to occur without delivering the Advisors Deliverables to the Advisors, in form agreed to (but unexecuted) by the Company of any notification with respect Advisors at least two (2) Business Days prior to the suspension date of the qualification following events, in each case, dated as of the respective dates of the following events: (i) the Offering Materials to be declared effective or (ii) the Company Stockholders Meeting to take place (with any Registrable Common Stock such failure of delivery, a “Delivery Default”), in each case, unless the Advisors, after being notified by Target and the Company in writing in reasonable detail of an expected Delivery Default, have had a reasonable period of time but no less than three (3) Business Days (the “Resignation Period”) prior to the occurrence of the relevant event to take any action the Advisors deem appropriate, including without limitation, to elect to (A) resign from their respective roles, (B) disclose such resignation publicly, and/or (C) disclose such resignation to the Commission or otherwise (in each case above at their sole and absolute discretion) as is deemed necessary by the Advisors. Notwithstanding the foregoing, nothing in this Agreement shall limit the right of the Advisors to take any action they deem appropriate, including without limitation, to resign from any or all of its capacities at any time and for sale under the applicable securities or blue sky laws of any jurisdictionreason, in its sole and absolute discretion.

Company Cooperation. In connection with (i) After the date hereof and in any registration and sale of Registrable Common Stock pursuant to Section 2 or 3 of this Agreement, during the Effective Period and subject event prior to the provisions of such SectionsClosing, to the extent reasonably requested by Parent upon reasonable advance notice and at Parent’s sole cost and expense, the Company shall: (i) prepare shall use, and file with the SECshall cause each of its Subsidiaries and their respective representatives to use, as applicable, (A) the Shelf Registration Statement and use its reasonable best efforts to cause provide to Parent such Registration Statement to become effective cooperation as is customary for similar debt financings in connection with arranging and obtaining the Debt Financing, including: (A) cooperating with the customary marketing efforts of Parent and its Debt Financing Sources (and the Debt Financing Related Parties, as applicable) for any portion of the Debt Financing and assisting with the preparation of materials for customary rating agency presentations and bank books, lender and investor presentations, or other similar documents (including the provision of a customary authorization letter, if necessary); (B) furnishing the prospectus supplementRequired Information and other financial and other pertinent information reasonably available to the Company as is reasonably requested by Parent or the Debt Financing Sources and customarily requested in debt financing of the type contemplated by the definitive documents relating to the Debt Financing (and, upon the written request of Parent, using reasonable best efforts to periodically supplement or update such information as may be necessary that such information, when taken as a whole, not be materially misleading in light of the circumstances under which and at the time such information was furnished (giving effect to all supplements and updates provided thereto)); (C) instructing the Company’s and its Subsidiaries’ senior management and other employees and representatives to participate at reasonable times in a reasonable number of calls, meetings, presentations and due diligence sessions (including accounting due diligence sessions) and other customary activities in respect of the Debt Financing with the Debt Financing Sources, prospective lenders and rating agencies, to the extent reasonably necessary or requested by the Debt Financing Sources; (D) taking corporate actions (which shall not be effective prior to the Closing) reasonably necessary to permit the consummation of the Debt Financing; (E) assisting with the negotiation and preparation of the definitive documentation required or reasonably necessary for the Debt Financing or otherwise facilitating the Debt Financing and the establishment of collateral agreements and the pledging of collateral therefor and the direct borrowing or incurrence of all of the proceeds of the Debt Financing by the Surviving Corporation and its Subsidiaries immediately following the Closing, in each case as contemplated in Section 2(a) hereof; (ii) prepare and file with the SEC such amendments and supplements to such Shelf Registration Statement and the Prospectus used in connection therewith as may be necessary to keep reasonably requested by Parent, provided, that such Registration Statement documents shall be effective for no earlier than the Effective Period; Time; (iiiF) furnish providing reasonable assistance to the Stockholder such number of copies of such Shelf Registration Statement, each amendment and supplement thereto, each Prospectus and such other documents Parent to facilitate at (but not including prior to) the Closing the prepayment, discharge and termination in full on or prior to the Closing Date of any report existing Indebtedness of the Company or other document filed or furnished any of its Subsidiaries pursuant to Section 6.09(c), including (x) preparing and submitting customary notices in respect of any such prepayment; provided that such prepayment shall be contingent upon the Exchange Act) as the Stockholder may reasonably request in order to facilitate the disposition occurrence of the Registrable Common Stock, provided, however, that the Company shall have no such obligation to furnish copies of a final prospectus if the conditions of Rule 172(c) under the Securities Act are satisfied Closing unless otherwise agreed in writing by the Company; (iv) furnish to counsel for the Stockholder and for the underwriters, if any, with copies of any written comments from the SEC or any state securities authority or any written request by the SEC or any state securities authority relating to the Shelf Registration Statement or related Prospectus; (v) use its reasonable best efforts to register or qualify such Registrable Common Stock under such other securities or blue sky laws of such U.S. jurisdictions as the Stockholder reasonably requests in writing; provided, that the Company will not be required to (1) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph (iv), (2y) subject itself to taxation preparing and delivering customary lien release and termination documentation in any such jurisdiction, (3) consent to general service respect of process in any such jurisdiction or (4) make any changes to any report filed or furnished pursuant to the Exchange Act that are incorporated by reference into such Registration Statement; (vi) notify the Stockholder, at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of any event as a result of which any Prospectus contains an untrue statement of a material fact or omits any material fact necessary to make the statements therein not misleading, and, at the request of the Stockholder, promptly prepare all guaranties and furnish to the Stockholder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that, as thereafter delivered to the purchasers of Registrable Common Stock covered thereby, such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (vii) in connection with an Underwritten Offering, make available for inspection by the Stockholder and any underwriter participating in the Underwritten Offering, during regular business hours, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by the Stockholder or such underwriter, to conduct a reasonable due diligence investigation within the meaning of Section 11 of the Securities Act security interests in connection with such Registration Statement; provided, that Indebtedness and (z) the foregoing investigation and information gathering shall be coordinated on behalf delivery of such parties by one firm of counsel designated by and on behalf customary payoff letters for all Indebtedness of the Stockholder Company and one firm of counsel designated by and its Subsidiaries listed on behalf of all Section 4.07(b) of the underwriters; and provided further that Company Disclosure Letter, in each Person receiving such information shallcase, as a condition to receiving such information, agree in writing pursuant to confidentiality agreements in form and substance reasonably satisfactory to the Company to keep such information confidential Parent; and to take such actions as are reasonably necessary to protect the confidentiality of such information; (viiiG) use its reasonable best cooperating in Parent’s efforts to cause all such Registrable Common Stock satisfy the conditions precedent set forth in any definitive document relating to be listed on the principal securities exchange on which Debt Financing (including cooperating with the Common Stock is then listed; and (ix) promptly notify the Stockholder and, due diligence of Debt Financing Sources and their representatives in connection with an Underwritten Offeringthe Debt Financing, any underwriter: (1) when the Registration Statement, any pre-effective amendment, the Prospectus or any Prospectus supplement or post-effective amendment to the Registration Statement has been filed (but not extent customary and reasonable, including any report the provision of such financial and other pertinent information as is reasonably requested by Parent or other document filed or furnished pursuant to the Exchange Act) and, Debt Financing Sources with respect to the Registration Statement Company and its Subsidiaries; provided, that, for the avoidance of doubt, the Company shall not be required to provide, and Parent and its Affiliates shall be solely responsible for, (I) the preparation of any pro forma financial information, including pro forma cost savings, synergies, capitalization or other pro forma adjustments desired to be incorporated into any pro forma financial information or (II) projections, risk factors or other forward-looking statements relating to all or any postcomponent of the Debt Financing), and by providing to counsel of Parent and the Debt Financing Sources, as reasonably requested, customary back-up certificates and factual information to support any legal opinion that such counsel is required to deliver in connection with the Debt Financing; provided, that nothing in this Section 6.14(a) shall (A) require the Company or any of its Subsidiaries to (x) take any action that would unreasonably interfere with the ongoing business operations of the Company or any of its Subsidiaries or (y) incur any Liability (including the payment any fees or expenses) prior to the Closing for which they have not received prior reimbursement by or on behalf of Parent or any payment to obtain consent or incur any Liability with respect to (except in the event such fee, payment or other Liability arose out of or results from (I) the bad faith, gross negligence or willful misconduct of the Company or its Subsidiaries or their respective Representatives or (II) any material inaccuracy of, or misstatement in, any information furnished by or on behalf of the Company, its Subsidiaries or their respective Affiliates or Representatives in connection with the Company’s obligations under this Section 6.14), (B) require the Company or any of its Subsidiaries or representatives to execute any definitive financing documents that will be effective amendmentprior to the Closing, when other than customary authorization letters, except to the same has become effective;extent executed by a representative continuing in such role after Closing, and then solely with respect to agreements contingent on the Closing and that would not be effective prior to the Closing, (C) provide access to or disclose information where the Company determines that such access or disclosure would reasonably be expected to jeopardize attorney-client privilege or contravene any applicable Law, or (D) subject any of Company’s or its Subsidiaries’ respective directors, managers, officers or employees to any actual or potential personal Liability, except to the extent such Person is continuing in such role following the Closing, and then solely with respect to agreements contingent upon the Closing and that would not be effective prior to the Closing (or if such Liability arose out of or results from (I) the bad faith, gross negligence or willful misconduct of such Person or Persons or (II) any material inaccuracy of, or misstatement in, any information furnished by or on behalf of such Person or Persons in connection with the Company’s obligations under this Section 6.14). The Company hereby consents to the use of the Company’s and any of its Subsidiaries’ logos by Parent, the Debt Financing Sources and their applicable Representatives in connection with the Debt Financing in a manner customary for such financing transactions; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the business, reputation or goodwill of the Company or any such Subsidiary. (2ii) Parent shall promptly reimburse the Company for all reasonable, documented and invoiced out-of-pocket costs and expenses (including reasonable, documented and invoiced out-of-pocket attorneys’ fees and expenses) to the extent incurred by the Company in connection with the cooperation of the Company and its Subsidiaries contemplated by this Section 6.14 (other than expenses incurred in the ordinary course of business or in connection with the preparation of its own historical financial statements). (iii) Parent shall indemnify the Company and its Subsidiaries from, against and in respect of any written request Damages incurred or suffered by any of them, directly or indirectly, arising out of or resulting from the arrangement and preparation of the Debt Financing and any information used in connection therewith to the fullest extent permitted by applicable Law (except in the event such Damages arose out of or resulted from (A) the bad faith, gross negligence or willful misconduct of such Person or their respective Affiliates or Representatives or (B) a material inaccuracy or misstatement in historical financial information or other information furnished in writing by or on behalf of the Company or its Subsidiaries, solely to the extent such inaccuracies would constitute a material breach of Section 4.08). The foregoing obligations shall survive termination of this Agreement. (iv) All material non-public information provided by the SEC for amendments Company or supplements any of its Subsidiaries or any of their Representatives pursuant to this ‎‎Section 6.14 shall be kept confidential in accordance with the Confidentiality Agreement, except that Parent and Merger Sub shall be permitted to disclose such information to any financing sources, other potential sources of capital, ratings agencies and prospective lenders during syndication of the Debt Financing (if any) or any permitted replacement, amended, modified or alternative financing subject to the Registration Statement potential sources of capital, ratings agencies and prospective lenders and investors each either (i) agreeing to be bound by the Confidentiality Agreement as if parties thereto or any Prospectus (ii) entering into customary confidentiality undertakings reasonably satisfactory to the Company and of which the Company is a beneficiary with respect to such information. (v) P▇▇▇▇▇ and M▇▇▇▇▇ Sub expressly acknowledge and agree that, notwithstanding anything in this Agreement to the contrary, the obligations of Parent and M▇▇▇▇▇ Sub to perform their respective obligations hereunder, including to consummate the Closing subject to the terms and conditions hereof, are not conditioned on obtaining of the Debt Financing or on the performance of any inquiry by the SEC party to any definitive documentation relating thereto. (vi) Notwithstanding anything to the Registration Statement; contrary in this Agreement, for all purposes of this Agreement as it applies to the Company’s obligations under this ‎‎Section 6.14, the Company’s obligations under this ‎‎Section 6.14 shall be deemed satisfied unless (A) the Company has materially breached its obligations under this ‎Section 6.14, (B) Parent has provided the Company with notice in writing of such breach (with reasonably specificity as to the basis for any such breach) and the Company has failed to cure such breach within three (3) Business Days thereof, and (C) such material breach was a proximate cause of Parent’s failure to receive any material portion of the notification to the Company by the SEC of its initiation of any proceeding with respect to the issuance by the SEC of any stop order suspending the effectiveness proceeds of the Registration Statement; and (4) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Common Stock for sale under the applicable securities or blue sky laws of any jurisdictionDebt Financing.

Company Cooperation. In connection with any registration and sale of Registrable Common Stock pursuant to Section 2 or 3 of this Agreement, during the Effective Period and subject to the provisions of such Sections, the Company shall: (i) prepare The Company shall use reasonable best efforts to provide, and file with the SEC, as applicable, (A) the Shelf Registration Statement and shall use its reasonable best efforts to cause its Subsidiaries and their respective Representatives to provide, such Registration Statement customary cooperation as is reasonably requested by Parent in connection with the Debt Financing, including using reasonable best efforts (other than with respect to become effective or clauses (BD)(I) the prospectus supplementand (II) and clause (E) below, which shall not be subject to reasonable best efforts) to (A) upon reasonable prior written notice and at reasonable times, participate in a reasonable number of meetings, drafting sessions, rating agency presentations and lender due diligence presentations, in each case at times and locations to be mutually agreed (provided that Parent shall use reasonable best efforts to ensure that any such meeting, session or presentation shall be held via conference call to the extent requested by the Company); (B) assist in the preparation of customary bank information memoranda, lender presentations, rating agency presentations and other similar documents and materials in connection with the Debt Financing (the “Marketing Material”) and otherwise assist in the marketing efforts of Parent and its Debt Financing Sources; provided that no such Marketing Material shall be issued by the Company or its Subsidiaries (it being understood and agreed that the Company and its Subsidiaries shall not be required to provide information customarily delivered by an investment bank, agent bank or lender in the preparation of such bank information memoranda or similar documents); (C) assist with Parent’s preparation, negotiation and execution of definitive written financing documentation and the schedules and exhibits thereto (including loan agreements, guarantees, collateral agreements, hedging arrangements, customary officer’s certificates and corporate resolutions, as contemplated applicable) and the pledging of collateral (it being understood that no such documents (other than customary authorization letters) or pledging of collateral will be effective until at or after the Closing); (D) make available to Parent, its advisors and its Debt Financing Sources such historical financial information and other historical pertinent information regarding the Company and each Subsidiary of the Company, in Section 2(aeach case, as may be reasonably requested by Parent, including (I) hereof;the unaudited quarterly financial statements of the Company for each fiscal quarter of the Company ended after the Company Balance Sheet Date and at least forty-five (45) days prior to the Closing and the audited annual financial statements of the Company for any fiscal year of the Company ended after December 31, 2022 and at least ninety (90) days prior to the Closing, and (II) customary authorization letters (including customary representations with respect to accuracy of information and material non-public information); and (E) to the extent requested by Parent on behalf of the Debt Financing Sources no later than nine (9) Business Days prior to the Closing Date, furnishing, at least three (3) Business Days prior to the Closing, such documentation and other information required by any Governmental Body under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2001 and beneficial ownership regulations (including beneficial ownership certifications as under 31 C.F.R. § 1010.230). The Company hereby consents to the use of the logos of the Company and its Subsidiaries in connection with any such Debt Financing; provided that such logos shall be used solely in a manner that is not intended or reasonably likely to harm, disparage or otherwise adversely affect the Company and/or its Subsidiaries or their reputation or goodwill. (ii) prepare Notwithstanding the foregoing, neither the Company nor any of its Affiliates shall be required to take or permit the taking of any action pursuant to this Section 5.16: (A) that would require the Company or any of its Affiliates or any other Persons who are directors or officers of such entities to pass resolutions or consents to approve or authorize the execution of the Debt Financing (other than those directors or officers continuing in such roles after Closing, and file solely to the extent such resolutions or consents are not effective until at or after the Closing), (B) that would require the Company or any of its Subsidiaries or any of their respective Representatives to execute any document, agreement, certificate or instrument or take any other corporate action with respect to the Debt Financing (other than (x) customary authorization letters and (y) to the extent any director or officer of the Company or any of its Subsidiaries shall continue in such role following the Closing Date, such other document, agreement, certificate or instrument as may be reasonably requested in accordance with the SEC provisions below, but with respect to this clause (y), solely to the extent not effective until at or after the Closing), (C) that could cause any representation or warranty in this Agreement to be breached by the Company or any of its Affiliates or could cause any condition to the Closing to fail to be satisfied, (D) that would require the Company or any of its Affiliates to pay any commitment or other similar fee or incur any other expense, Liability or obligation in connection with the Debt Financing for which it has not received prior reimbursement or is not otherwise indemnified by or on behalf of Parent, (E) that could cause any director, officer or employee or stockholder of the Company or any of its Affiliates to incur any personal liability, (F) that could conflict with, result in any violation or breach of, or default (with or without notice, lapse of time, or both) under, any of their respective Organizational Documents as in effect as of the date hereof, or any applicable Law or Contracts (to the extent not entered into in contemplation of this Section 5.16(d)), (G) that provides access to or discloses information that the Company or any of its Affiliates reasonably determines could reasonably be expected to jeopardize any attorney-client privilege of, or conflict with any confidentiality obligations binding on, the Company or any of its Affiliates (so long as the Company has reasonably cooperated with Parent and used commercially reasonable efforts to permit disclosure to the extent permitted by such amendments confidentiality obligations), (H) to prepare or deliver (x) any projections or pro forma financial statements, including pro forma cost savings, synergies, capitalization or other pro forma adjustments desired to be incorporated into any pro forma financial information in connection with the Debt Financing, (y) any description of all or any component of any Debt Financing or (z) projections, risk factors or other forward-looking statements relating to all or any component of the Debt Financing, (I) that could, in the reasonable opinion of the Company, unreasonably interfere with the ongoing business operations of the Company and supplements its Subsidiaries’ business or (J) that could reasonably be expected to cause significant competitive harm to the Company or its Subsidiaries if the Contemplated Transactions are not consummated. All Confidential Information (as defined in the Confidentiality Agreement) provided by the Company or any of its Representatives pursuant to this Section 5.16 shall be kept confidential in accordance with the Confidentiality Agreement, except that Parent shall be permitted to disclose such information to the Debt Financing Sources, other potential sources of capital, rating agencies and prospective lenders during syndication of the Debt Financing or any Alternative Financing, subject to such Shelf Registration Statement Persons entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities). Parent shall, promptly upon request by the Company, reimburse the Company and its Affiliates for all reasonable, documented and invoiced out-of-pocket fees, costs, expenses and Liabilities incurred by any of them or their respective Representatives in connection with fulfilling their respective obligations pursuant to this Section 5.16 (including reasonable, documented and invoiced out-of-pocket attorneys’ fees). Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the provisions contained in this Section 5.16 represent the sole obligations of the Company and any of its Representatives with respect to cooperation in connection with the arrangement of any financing (including the Financing) to be obtained by Parent or any of its Affiliates with respect to the Contemplated Transactions, and no other provision of this Agreement (including the Exhibits and Schedules hereto) shall be deemed to expand or modify such obligations. The Company shall be deemed to have complied with this Section 5.16(d) for the purpose of any condition set forth in Article VI, unless (i) the Company has materially breached its obligations under this Section 5.16(d), (ii) Parent has notified the Company of such breach in writing in good faith, detailing in good faith reasonable steps that comply with this Section 5.16(d) in order to cure such breach, (iii) the Company has not taken such steps or otherwise cured such breach with reasonably sufficient time prior to the Outside Date to consummate the Debt Financing, and (iv) the Debt Financing has not been consummated and the Prospectus material breach by the Company is a proximate cause of such failure. Parent shall indemnify, defend and hold harmless the Company, its Affiliates and their respective Representatives from and against any and all losses, damages, claims, costs or expenses actually suffered or incurred by them in connection with the Financing or any other financing by Parent or any of its Affiliates (including the arrangement thereof) and any information used in connection therewith as may be necessary to keep such Registration Statement effective for the Effective Period; (iii) furnish to the Stockholder such number of copies of such Shelf Registration Statementtherewith, in each amendment and supplement thereto, each Prospectus and such case other documents (but not including any report or other document filed or furnished pursuant to the Exchange Act) as the Stockholder may reasonably request in order to facilitate the disposition of the Registrable Common Stock, provided, however, that the Company shall have no such obligation to furnish copies of a final prospectus if the conditions of Rule 172(c) under the Securities Act are satisfied by the Company; (iv) furnish to counsel for the Stockholder and for the underwriters, if any, with copies of any written comments from the SEC or any state securities authority or any written request by the SEC or any state securities authority relating to the Shelf Registration Statement or related Prospectus; (v) use its reasonable best efforts to register or qualify such Registrable Common Stock under such other securities or blue sky laws of such U.S. jurisdictions as the Stockholder reasonably requests in writing; provided, that the Company will not be required to (1) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph (iv), (2) subject itself to taxation in any such jurisdiction, (3) consent to general service of process in any such jurisdiction or (4) make any changes to any report filed or furnished pursuant to the Exchange Act that are incorporated by reference into such Registration Statement; (vi) notify the Stockholder, at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of any event than as a result of which any Prospectus contains an untrue statement of a material fact fraud, bad faith, gross negligence or omits any material fact necessary to make the statements therein not misleading, and, at the request of the Stockholder, promptly prepare and furnish to the Stockholder a reasonable number of copies of a supplement to willful misconduct by or an amendment of such Prospectus as may be necessary so that, as thereafter delivered to the purchasers of Registrable Common Stock covered thereby, such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (vii) in connection with an Underwritten Offering, make available for inspection by the Stockholder and any underwriter participating in the Underwritten Offering, during regular business hours, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by the Stockholder or such underwriter, to conduct a reasonable due diligence investigation within the meaning of Section 11 of the Securities Act in connection with such Registration Statement; provided, that the foregoing investigation and information gathering shall be coordinated on behalf of such parties by one firm Person. The reimbursement and indemnification obligations of counsel designated by and on behalf of the Stockholder and one firm of counsel designated by and on behalf of all of the underwriters; and provided further that each Person receiving such information shallParent set forth in this Section 5.16(d) are referred to, collectively, as a condition to receiving such information, agree in writing pursuant to confidentiality agreements in form and substance reasonably satisfactory to the Company to keep such information confidential and to take such actions as are reasonably necessary to protect the confidentiality of such information; (viii) use its reasonable best efforts to cause all such Registrable Common Stock to be listed on the principal securities exchange on which the Common Stock is then listed; and (ix) promptly notify the Stockholder and, in connection with an Underwritten Offering, any underwriter: (1) when the Registration Statement, any pre-effective amendment, the Prospectus or any Prospectus supplement or post-effective amendment to the Registration Statement has been filed (but not including any report or other document filed or furnished pursuant to the Exchange Act) and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (2) of any written request by the SEC for amendments or supplements to the Registration Statement or any Prospectus or of any inquiry by the SEC relating to the Registration Statement; (3) of the notification to the Company by the SEC of its initiation of any proceeding with respect to the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement; and (4) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Common Stock for sale under the applicable securities or blue sky laws of any jurisdiction“Reimbursement Obligations”.

Company Cooperation. In connection with any registration Prior to and sale of Registrable Common Stock pursuant to Section 2 or 3 of this Agreement, during at the Effective Period and subject to the provisions of such SectionsTime, the Company shall, and shall cause its Subsidiaries to, and shall use reasonable best efforts to cause their respective Representatives to, provide such reasonable and customary cooperation in connection with the Financing as may be reasonably requested by Parent or its Representatives, including using reasonable best efforts to: (i) prepare promptly provide financial and file with other pertinent information regarding the SEC, Company and its Subsidiaries as applicable, (A) the Shelf Registration Statement and use its reasonable best efforts may be reasonably requested in writing by Parent to cause such Registration Statement to become effective or (B) the prospectus supplement, in each case as contemplated in Section 2(a) hereofconsummate a Financing; (ii) prepare cause its senior management as well as appropriate representatives of the Company and file its Affiliates, if applicable, to cooperate with the SEC such amendments and supplements to such Shelf Registration Statement and marketing or syndication efforts of the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective Debt Financing Sources for the Effective PeriodFinancing; (iii) furnish facilitate the execution and delivery of definitive financing documents (including any guarantee, pledge and security documents, other definitive financing documents or other certificates or other documents and instruments as may be reasonably requested by Parent or any Debt Financing Sources (including a certificate of the chief financial officer of the Company with respect to solvency matters in customary form)) and the schedules and exhibits thereto (which documents shall only be required to become effective, as to the Stockholder such number of copies of such Shelf Registration StatementCompany and its Subsidiaries, each amendment and supplement thereto, each Prospectus and such other documents (but not including any report or other document filed or furnished pursuant to the Exchange Act) as the Stockholder may reasonably request in order to facilitate the disposition of the Registrable Common Stock, provided, however, that the Company shall have no such obligation to furnish copies of a final prospectus if the conditions of Rule 172(c) under the Securities Act are satisfied by the CompanyClosing Date); (iv) furnish to counsel for the Stockholder execute and for the underwritersdeliver customary certificates, if any, with copies of any written comments from the SEC or any state securities authority or any written request by the SEC or any state securities authority other documents and instruments relating to a Financing as may be reasonably requested by Parent as necessary and customary in connection with such Financing (including taking all corporate, limited liability company, partnership or other similar actions necessary to authorize such Financing), in each case effective as of the Shelf Registration Statement or related ProspectusClosing; (v) use cooperate at reasonable times and upon reasonable prior notice, with customary due diligence efforts of Parent, its Affiliates and any Debt Financing Sources, including providing reasonable best efforts access to register information and personnel in connection with customary collateral audits, field examinations and appraisals and furnishing information with respect to current assets, inventory, cash management and accounting systems and related policies and procedures, in each case to the extent reasonably requested in connection with the establishment of guarantee or qualify such Registrable Common Stock under such other securities or blue sky laws collateral arrangements as of such U.S. jurisdictions as the Stockholder reasonably requests Closing and in writing; provided, a manner that does not unreasonably interfere with the ongoing operations of the Company will not be required to (1) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph (iv), (2) subject itself to taxation in any such jurisdiction, (3) consent to general service of process in any such jurisdiction or (4) make any changes to any report filed or furnished pursuant to the Exchange Act that are incorporated by reference into such Registration Statementand its Subsidiaries; (vi) notify furnish such financial information as is reasonably requested by Parent to enable Parent to prepare pro forma financial statements (it being understood that the Stockholder, at preparation of any time when a Prospectus relating thereto is pro forma financial statements shall be the responsibility of Parent and that the Company shall not be required to be delivered under provide any information or assistance relating to (x) the Securities Actproposed aggregate amount or structure of debt or equity financing, together with assumed interest rates, dividends (if any) and related fees and expenses, (y) any post-Closing or pro forma cost savings, synergies, capitalization or ownership or (z) any financial information relating to Parent or any of the occurrence of any event as a result of which any Prospectus contains an untrue statement of a material fact or omits any material fact necessary to make the statements therein not misleading, and, at the request of the Stockholder, promptly prepare and furnish to the Stockholder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that, as thereafter delivered to the purchasers of Registrable Common Stock covered thereby, such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleadingits Subsidiaries); (vii) cooperate in connection with an Underwritten Offering, make available for inspection by satisfying the Stockholder and conditions precedent set forth in any underwriter participating in the Underwritten Offering, during regular business hours, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors, employees and independent accountants definitive document relating to supply all information reasonably requested by the Stockholder or such underwriter, to conduct a reasonable due diligence investigation within the meaning of Section 11 of the Securities Act in connection with such Registration Statement; provided, that the foregoing investigation and information gathering shall be coordinated on behalf of such parties by one firm of counsel designated by and on behalf of the Stockholder and one firm of counsel designated by and on behalf of all of the underwriters; and provided further that each Person receiving such information shall, as a condition to receiving such information, agree in writing pursuant to confidentiality agreements in form and substance reasonably satisfactory to the Company to keep such information confidential and to take such actions as are reasonably necessary to protect the confidentiality of such informationFinancing; (viii) use its reasonable best efforts to cause all such Registrable Common Stock to be listed on facilitate the principal securities exchange on which the Common Stock is then listedpledging of collateral and granting of guarantees for any Financing; and (ix) promptly notify the Stockholder andexecute and deliver to Parent and any Debt Financing Sources, in connection with an Underwritten Offering, any underwriter: at least four (14) when the Registration Statement, any pre-effective amendment, the Prospectus or any Prospectus supplement or post-effective amendment Business Days prior to the Registration Statement has been filed (but not including any report or Closing Date, all documentation and other document filed or furnished pursuant to the Exchange Act) and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (2) of any written request by the SEC for amendments or supplements to the Registration Statement or any Prospectus or of any inquiry by the SEC information relating to the Registration Statement; Company and its Subsidiaries required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, and a beneficial ownership certificate for any entity that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation (3) of the notification 31 C.F.R. § 1010.230), in each case to the extent requested by Parent from the Company by the SEC of its initiation of any proceeding with respect in writing at least nine (9) Business Days prior to the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement; and (4) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Common Stock for sale under the applicable securities or blue sky laws of any jurisdictionClosing Date.

Company Cooperation. In connection with any registration (1) The Company shall provide Nucor, within three (3) Business Days following the execution and sale of Registrable Common Stock pursuant to Section 2 or 3 delivery of this Agreement, during with a list (in both written and electronic form) of the Effective Period registered Shareholders, together with their addresses and subject respective holdings of Shares. The Company shall from time to the provisions time request that its registrar and transfer agent furnish Nucor with such additional information, including updated or additional lists of Shareholders, a list of participants in book-based nominee registered shareholders such Sectionsas CDS & Co. and CEDE & Co. and a non-objecting beneficial owner (NOBO) list, the Company shall: (i) prepare mailing labels and file with the SEC, as applicable, (A) the Shelf Registration Statement and use its reasonable best efforts to cause such Registration Statement to become effective or (B) the prospectus supplement, in each case as contemplated in Section 2(a) hereof; (ii) prepare and file with the SEC such amendments and supplements to such Shelf Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the Effective Period; (iii) furnish to the Stockholder such number lists of copies of such Shelf Registration Statement, each amendment and supplement thereto, each Prospectus securities positions and such other documents (but not including any report or other document filed or furnished pursuant to the Exchange Act) assistance as the Stockholder Nucor may reasonably request in order to facilitate be able to cause the disposition of Offeror to communicate the Registrable Common StockOffer to the Shareholders and to such other Persons as are entitled to receive the Offer under applicable Securities Laws. All such deliveries shall be in printed form and, providedif available, however, that the Company shall have no such obligation to furnish copies of a final prospectus if the conditions of Rule 172(c) under the Securities Act are satisfied by the Company;in computer-readable form. (iv2) furnish The Company covenants to counsel for the Stockholder and for the underwriters, if any, with copies of any written comments from the SEC or any state securities authority or any written request by the SEC or any state securities authority prepare a directors’ circular relating to the Shelf Registration Statement Offer (the “Directors’ Circular”) in both English and French in compliance with applicable Securities Laws. The Offeror and its advisors shall be given an opportunity to review and comment on the Directors’ Circular prior to its printing, recognizing that whether or related Prospectus; (v) not such comments are appropriate will be determined by the Company Board, acting reasonably. The Company agrees that it will use its commercially reasonable best efforts to register or qualify such Registrable Common Stock under such other securities or blue sky laws cause each of such U.S. jurisdictions its financial advisors to provide its Fairness Opinion in the Directors’ Circular. The Company further covenants to use reasonable commercial efforts to mail the Directors’ Circular on the same date as the Stockholder reasonably requests in writing; provided, that Offeror mails the Company will not be required Offer Documents to (1) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph (iv), (2) subject itself to taxation in any such jurisdiction, the Shareholders. (3) consent The Company covenants to general service of process in any such jurisdiction or (4) make any changes provide to any report filed or furnished pursuant to the Exchange Act that are incorporated by reference into such Registration Statement; (vi) notify the StockholderNucor, at any time when a Prospectus relating thereto is required to be delivered under the Securities Actforthwith upon request, of the occurrence of any event as a result of which any Prospectus contains an untrue statement of a material fact or omits any material fact necessary to make the statements therein not misleading, and, at the request of the Stockholder, promptly prepare and furnish to the Stockholder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that, as thereafter delivered to the purchasers of Registrable Common Stock covered thereby, such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (vii) in connection with an Underwritten Offering, make available for inspection by the Stockholder and any underwriter participating in the Underwritten Offering, during regular business hours, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by the Stockholder or such underwriter, to conduct a reasonable due diligence investigation within the meaning of Section 11 of the Securities Act Nucor in connection with assessing the desirability of making filings, or requesting consents or approvals from any Governmental Authority in any jurisdiction, including without limitation any stock exchange, competition law or investment review authority, or making such Registration Statement; provided, that the foregoing investigation and information gathering shall be coordinated on behalf of such parties by one firm of counsel designated by and on behalf of the Stockholder and one firm of counsel designated by and on behalf of all of the underwriters; and provided further that each Person receiving such information shall, as a condition to receiving such information, agree in writing pursuant to confidentiality agreements in form and substance reasonably satisfactory to the Company to keep such information confidential and to take such actions as are reasonably necessary to protect the confidentiality of such information; (viii) use its reasonable best efforts to cause all such Registrable Common Stock to be listed on the principal securities exchange on which the Common Stock is then listed; and (ix) promptly notify the Stockholder and, in connection with an Underwritten Offering, filings or providing any underwriter: (1) when the Registration Statement, any pre-effective amendment, the Prospectus or any Prospectus supplement or post-effective amendment to the Registration Statement has been filed (but not including any report submissions or other document filed or furnished pursuant documents to the Exchange Act) and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (2) of any written request by the SEC for amendments or supplements to the Registration Statement or any Prospectus or of any inquiry by the SEC relating to the Registration Statement; (3) of the notification to the Company by the SEC of its initiation of any proceeding with respect to the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement; andsuch authority. (4) The Company agrees that, upon request by Nucor, the Company shall (i) effect such reorganizations of its business, operations and assets or such other transactions as Nucor may request, acting reasonably (each a “Pre-Acquisition Reorganization”) and (ii) cooperate with Nucor, the Offeror and its advisors in order to determine the nature of the receipt Pre-Acquisition Reorganizations that might be undertaken and the manner in which they might most effectively be undertaken; provided that the Pre-Acquisition Reorganizations are not prejudicial to the Company in any material respect and do not result in any breach by the Company of any notification with respect of its covenants, representations or warranties under this Agreement. Nucor shall provide written notice to the suspension Company of any proposed Pre-Acquisition Reorganization at least five business days prior to the Expiry Date. Upon receipt of such notice, Nucor, the Offeror and the Company shall work co-operatively and use commercially reasonable efforts to prepare prior to the Expiry Date all documentation necessary and do all such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization. The completion of any such Pre-Acquisition Reorganization shall be subject to the satisfaction of the qualification Minimum Condition and the satisfaction or waiver by the Offeror of the other conditions to the Offer set forth in Schedule A and shall be effected immediately prior to any Registrable Common Stock take-up by the Offeror of Shares tendered to the Offer. If the Offeror does not take up and pay for sale the Shares tendered to the Offer, Nucor or the Offeror shall reimburse the Company for all reasonable costs, Taxes and expenses, including reasonable legal fees and disbursements, incurred in connection with any proposed Pre-Acquisition Reorganization. (5) Based on representations made to the Company by Nucor, the Company acknowledges that the intention of the Offeror, after the Offeror has acquired all of the issued and outstanding share capital of the Company and any Holdco(s), is to amalgamate the Offeror or an Affiliate of the Offeror with the Company (or a successor by amalgamation to the Company) in the manner described in subsection 87(11) of the Canadian Tax Act (the amalgamated corporation being referred to in this Section 2.5(5) as “Amalco”), and then to make designations pursuant to paragraph 88(1)(d) of the Canadian Tax Act in respect of non depreciable capital property (including shares of the Subsidiaries) that will be owned by Amalco immediately after the amalgamation such that the cost to Amalco of the property will be determined in accordance with paragraph 88(1)(c) of the Canadian Tax Act, including an addition to the cost determined under paragraph 88(1)(d) of the applicable securities or blue sky laws Canadian Tax Act. The Company agrees to co-operate with Nucor and the Offeror and to take all reasonable action to achieve the Offeror’s objective in this regard provided that such co-operation does not preclude the completion of any jurisdictionthe transactions described in Section 2.1(2).