Common use of Efforts Clause in Contracts

Efforts. (a) Subject to the terms and conditions of this Agreement, the Company and Parent shall use their 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 under Applicable Law to consummate the transactions contemplated by this Agreement as promptly as practicable, including (i) preparing and filing as promptly as practicable, (a) and in any event within five (5) business days of the date of this Agreement, the submission of a continuing membership application with FINRA pursuant to NASD Rule 1017 and (b) with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreement, (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement. (b) In furtherance and not in limitation of the foregoing, each of Parent and the Company shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within five (5) business days of the date of this Agreement and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to use their reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent's ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent's ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company. (c) The Parties shall use reasonable best efforts to: (i) take all other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (iii) take, or cause to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to any Applicable Law or contract, or otherwise) by such Party in connection with the transactions contemplated by this Agreement and to make effective such transactions. If any Governmental Authority, including any antitrust authority, seeks amendments to the transactions contemplated by this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority's consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation of the transactions contemplated hereby.

Efforts. (a) Subject to Section 6.3, each party shall use its commercially reasonable efforts, and shall cause its Affiliates to use their commercially reasonable efforts, to cause the terms and conditions Closing -52- to occur as soon as reasonably practicable after the date of this AgreementAgreement and, in any event, on or prior to the Company Termination Date, including taking all actions reasonably necessary to comply as promptly as reasonably practicable with all legal requirements that may be imposed on it or any of its Affiliates with respect to the Closing. Each party shall not, and Parent shall not permit any of their respective Affiliates to, take any actions that would, or that could reasonably be expected to, result in any of the conditions set forth in Article VII not being satisfied. (b) Prior to the Closing, subject to Section 6.3, each party shall use its commercially reasonable efforts, and shall cause its Affiliates to use their respective commercially reasonable best efforts efforts, to takeobtain, or cause and to be takencooperate in obtaining, all actions Consents from third parties, including any landlords and any Governmental Authorities, necessary or appropriate to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate permit the consummation of the transactions contemplated by this Agreement and to make or give, and to cooperate in making or giving, all filings and notices necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement; provided, however, that neither the Company nor Buyer shall be required to pay or commit to pay any amount to (or incur any obligation in favor of) any Person from whom any such Consent may be required (other than any reasonable filing or application fees). Without limiting the generality of the foregoing, each party shall, and shall cause its Affiliates to, prepare and file, in consultation with the other party and as promptly as practicable, including (i) preparing practicable and filing as promptly as practicable, (a) and in any event within five (5) business days of advisable after the date of this Agreementhereof, the submission of a continuing membership application with FINRA pursuant to NASD Rule 1017 and (b) with any Governmental Authority or other third party all documentation to effect all necessary filingsor appropriate applications, notices, petitionspetitions and filings, statementsincluding with respect to any change of control Consent or notification requirements of applicable Governmental Authorities with jurisdiction over any Health Care Law, registrationsin connection with the transactions contemplated by this Agreement, submissions and to obtain as promptly as reasonably practicable and maintain all Consents necessary to be obtained from any third party, including any Governmental Authority. Each of informationthe parties will consult and cooperate reasonably with the other in connection with any filings, applications analyses, presentations and other memoranda made or submitted by or on behalf of itself or any of its Affiliates to any third party in accordance with this Section 6.2(b) (including, with respect to making a particular filing, by providing copies of all such documents necessaryto the non-filing party and its advisors prior to filing and, if requested, giving due consideration to all reasonable additions, deletions or changes suggested in connection therewith). Following the Closing, Seller shall use its commercially reasonable judgment efforts, and shall cause its Affiliates to use their respective commercially reasonable efforts, to cooperate with Buyer’s and the Company’s and the Company Subsidiaries’ efforts to effect all necessary or appropriate applications, notices, petitions and filings with, and to obtain any and all Consents from, any Governmental Authority with jurisdiction over any Health Care Law, in each case, as promptly as practicable, to the extent such applications, notices, petitions and filings cannot be made and such Consents cannot be obtained, by their terms, until following the Closing. (c) Between the date of Parent or this Agreement and the Closing Date, Seller and the Company shall give prompt notice to Buyer, and Buyer shall give prompt notice to Seller and the Company, advisable to consummate (a) of any notice or other communication received by such party from any Governmental Authority in connection with the transactions contemplated by this Agreement or from any Person alleging that the Consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, (iib) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required of any Actions or Proceedings commenced relating to be obtained from or otherwise affecting such party or any Governmental Authority or other third party that are necessary, proper or advisable of its Affiliates which relate to consummate the transactions contemplated by this Agreement, and (iiic) cooperating if such party becomes aware of any fact, circumstance or event that -53- would reasonably be expected to cause any of the extent reasonable with the other parties hereto conditions set forth in their efforts Article VII not to comply with their obligations under this Agreement. (b) In furtherance and not in limitation of be satisfied. Notwithstanding the foregoing, each it is understood and agreed that neither the delivery or non-delivery of Parent and the Company shall make an appropriate filing of a Notification and Report Form any notice pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in this Section 6.2(c) nor any event within five (5) business days of the date of this Agreement and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to use their reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable; provided, however, that nothing in this Agreement disclosures provided thereby shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take affect any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent's ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses remedies or interests therein or Parent's ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock obligations of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Companyparties hereunder. (c) The Parties shall use reasonable best efforts to: (i) take all other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (iii) take, or cause to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to any Applicable Law or contract, or otherwise) by such Party in connection with the transactions contemplated by this Agreement and to make effective such transactions. If any Governmental Authority, including any antitrust authority, seeks amendments to the transactions contemplated by this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority's consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation of the transactions contemplated hereby.

Efforts. (a) Subject to the terms and conditions provided herein, each of this Agreementthe Company, Parent and the Company Purchaser shall, and Parent shall cause each of its subsidiaries to, cooperate and use their reasonable best efforts to takemake, or cause to be takenmade, all actions filings necessary or proper under applicable laws and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law regulations to consummate and make effective the transactions contemplated by this Agreement as promptly as practicableAgreement, including (i) preparing but not limited to cooperation in the preparation and filing as promptly as practicableof the Offer Documents, the Schedule 14D-9, the Proxy Statement and any required filings under the HSR Act (awhich filings under the HSR Act shall be made by the parties within five business days after the date hereof) and in any amendments to any thereof. In addition, if at any time prior to the Effective Time any event within five (5) business days or circumstance relating to either the Company or Parent or the Purchaser or any of their respective subsidiaries should be discovered by the date Company or Parent, as the case may be, that should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstance. If at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, including the submission execution of a continuing membership application with FINRA pursuant additional instruments, the proper officers and directors of each party to NASD Rule 1017 and this Agreement shall take all such necessary action. (b) with Each of the parties will use its reasonable best efforts to (i) obtain as promptly as practicable all Consents of any Governmental Authority Entity or any other third party all documentation to effect all necessary filingsperson required in connection with, noticesand waivers of any Violations that may be caused by, petitions, statements, registrations, submissions the consummation of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreement, (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from prevent any action or proceeding by any Governmental Authority or other third party that are necessary, proper or advisable Entity with respect and adverse to consummate the transactions contemplated by this Agreement, and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement. (b) In furtherance and not in limitation of the foregoing, each of Parent and the Company shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in defend any event within five (5) business days of the date of this Agreement and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to use their reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition lawsuits or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent's ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent's ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company. (c) The Parties shall use reasonable best efforts to: (i) take all other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (iii) take, or cause to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to any Applicable Law or contract, or otherwise) by such Party in connection with the transactions contemplated by this Agreement and to make effective such transactions. If any Governmental Authority, including any antitrust authority, seeks amendments to the transactions contemplated by proceedings challenging this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority's consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation of the transactions contemplated hereby, (iv) subject in the case of the Company to its rights set forth in Sections 1.2(a) and 6.10(a), cause the Tender Offer Conditions and the conditions to the Merger set forth in Article VII to be satisfied. (c) Except as otherwise expressly contemplated by this Agreement, Parent will not, and will not permit any of its subsidiaries to, during the period from the date of this Agreement to the Effective Time, without the prior written consent of the Company take or commit to take any action that would or is reasonably likely to result in any of the Tender Offer Conditions or any of the conditions to the Merger set forth in Article VII not being satisfied.

Efforts. (a) Subject to the terms and conditions of this Agreement, the Company Purchaser and Parent the Seller shall use their respective reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly take, or cause to be taken, all actions actions, and to do, or cause to be done, and assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law to consummate cause the transactions contemplated by this Agreement conditions to the Closing to be satisfied as promptly as practicable and to consummate and make effective, in the most expeditious manner practicable, the Transactions, including (i) preparing and filing as promptly as practicable, (a) and in any event within five (5) business days of the date of this Agreement, the submission of a continuing membership application with FINRA pursuant to NASD Rule 1017 and (b) with any Governmental Authority or other third party fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary(including with respect to any Permits, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreementincluding Environmental Permits), (ii) obtaining and maintaining all approvalsConsents (including with respect to any Permits, consents, registrations, permits, authorizations and other confirmations required to be obtained including Environmental Permits) from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, Transactions and (iii) cooperating executing and delivering any additional instruments necessary to consummate the extent reasonable Transactions, in the case of each of clauses (i) through (iii), other than with the respect to filings, notices, petitions, statements, registrations, submissions of information, applications and other parties hereto Consents relating to Antitrust Laws, which are dealt with in their efforts to comply with their obligations under this AgreementSection 7.01(b), (c) and (d). (b) In furtherance and not in limitation Each of the foregoing, each of Parent and the Company shall parties hereto agrees to (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby Transactions (which shall request the early termination of any waiting period applicable to the Transactions under the HSR Act) and any required notification under any other Antitrust Laws as promptly as reasonably practicable following the date of this Agreement, (and in any event with respect to filings made pursuant to the HSR Act within five ten (510) business days of calendar days, provided, that the obligation to make such filings shall be automatically extended on a day-for-day basis for each calendar day during which filings cannot be submitted due to a United States federal government shutdown following the date of this Agreement Agreement), and to (ii) supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and such other Antitrust Laws and to use promptly take any and all steps necessary to avoid or eliminate each and every impediment and obtain all Consents under any Antitrust Laws that may be required by any foreign or U.S. federal, state or local Governmental Authority, in each case with competent jurisdiction so as to enable the parties hereto to consummate the Transactions as promptly as reasonably practicable and in any event prior to the Termination Date. (c) Without limiting the foregoing, the Purchaser and the Seller shall, and shall cause their respective Affiliates to use, reasonable best efforts to cooperate in good faith with all applicable Governmental Authorities and undertake as promptly as reasonably practicable commercially reasonable actions required to complete lawfully the Transactions prior to the Termination Date, provided, that notwithstanding anything to the contrary in this Agreement, the Purchaser (and its Affiliates) shall not be required to (i) proffer or consent to a Judgment or consent order providing for the sale or other disposition, or the holding separate, of particular assets, categories of assets or lines of business of such party, including assets or lines of business of the Transferred Entities (including the termination of any existing relationships or contractual rights of the Transferred Entities), (ii) proffer or consent to any other restriction, prohibition or limitation on the ownership or operation of any of such assets or lines of businesses, or (iii) proffer or consent to enter any other Contract regarding any of such assets or lines of businesses, in order to remedy any concerns that any Governmental Authority may have with respect to the Transactions (any of the actions described in the foregoing clause (i), (ii) or (iii) an “Antitrust Remedial Action”), other than any Antitrust Remedial Actions that (A) solely apply to the Business from and after the Closing and (B) individually or in the aggregate, would not reasonably be expected to be material to the Business, taken as a whole. For the avoidance of doubt and notwithstanding anything to the contrary in this Section 7.01 or any other provision of this Agreement, neither the Seller nor any of its Affiliates (other than the Transferred Entities effective upon the Closing) shall be required to sell, divest, dispose of or enter into any other arrangements, or take any other Antitrust Remedial Action with respect to, their businesses, product lines, assets or operations pursuant to this Section 7.01 or any other provision of this Agreement, and the “reasonable best efforts” of the Seller shall not include taking any of the Antitrust Remedial Actions. (d) Nothing in this Agreement shall require any party to take or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing. The Purchaser shall (i) control the strategy for obtaining any Consents from any Governmental Authority in connection with the Transactions; provided that the Purchaser shall consult in good faith with the Seller regarding such strategy, and (ii) coordinate the overall development of the positions to be taken and the regulatory actions to be requested in any filing or submission with a Governmental Authority in connection with the Transactions and in connection with any investigation or other inquiry or litigation by or before, or any negotiations with, a Governmental Authority relating to the Transactions and of all other regulatory matters incidental thereto. Neither the Purchaser nor the Seller shall commit to or agree with any Governmental Authority to stay, toll or extend any applicable waiting period under the HSR Act or any other Antitrust Laws or enter into a timing agreement with any Governmental Authority, without the prior written consent of the other party. (e) Each of the parties hereto shall use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing, submission or substantive written communication with a Governmental Authority in connection with the Transactions and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by a private person, allow the other party to review such filing, submission, or substantive written communication in advance, and consider in good faith the views of such other party with respect to such filing, submission, or substantive written communication, (ii) keep the other parties hereto informed in all material respects and on a reasonably timely basis of any material communication received by such party from, or given by such party to, the Antitrust Division of the Department of Justice (the “DOJ”), the Federal Trade Commission (the “FTC”), FERC or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private Person, in each case regarding any of the Transactions, (iii) subject to applicable Laws relating to the exchange of information, and to the extent reasonably practicable, consult with the other parties hereto with respect to information relating to the other parties hereto and their respective Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third Person or any Governmental Authority in connection with the Transactions, other than “Transaction-Related Documents” and “Plans and Reports” as those terms are used in the rules and regulations under the HSR Act, and (iv) to the extent permitted by the FTC, the DOJ, FERC or such other applicable Governmental Authority or other Person, give the other parties hereto prompt notice of, and the reasonable opportunity to attend and participate in, substantive meetings and conferences. (f) In furtherance of the obligations set forth in Section 7.01(a) and otherwise subject to the terms of this Section 7.01, the Seller and the Purchaser shall use their respective reasonable best efforts to obtain approval from FERC pursuant to Section 203 of the FPA in order to consummate the Transactions. The Purchaser and its Affiliates shall reasonably cooperate and consult with the Seller and its Affiliates in such efforts, including the execution of, or consenting to, FPA Section 203-related applications or submissions with FERC, including any inquiries from staff, which applications or submissions shall be made as soon as practicable, but in no event later than ten (10) calendar days after the date of this Agreement. The Purchaser and its Affiliates shall make all necessary post-Closing filings and submissions pursuant to FERC’s rules, including all applicable deadlines. (g) In connection with the Company Sites located in Pedricktown, New Jersey, (i) the parties acknowledge that the execution of this Agreement and the consummation of the Transactions will require, and the parties shall reasonably cooperate with respect to, compliance with the New Jersey Industrial Site Recovery Act, N.J.S.A. 13:1K-6 et seq., and the regulations promulgated pursuant thereto, N.J.A.C. 7:26B 1.1 et seq., as amended (“ISRA”), (ii) the Seller shall complete and file a “General Information Notice” as defined under and in compliance with ISRA (the “ISRA Filing”) within five days of the date of this Agreement, (iii) subject to Seller’s indemnification obligations with respect to any Non-Legacy Environmental Liabilities under Section 10.02(b), (A) the “General Information Notice” shall identify and be executed by the Company as the responsible party and (B) the Seller shall (x) make all other governmental filings and submissions and take all other actions necessary to cause comply with ISRA (as a result of this Agreement and the expiration or termination consummation of the applicable waiting periods under Transactions), including causing the HSR Act as soon as practicable; provided, however, Company to execute an “ISRA Remediation Certification” form and to establish any required remediation funding source or financial assurance (unless Purchaser notifies Seller in advance that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by ParentPurchaser, the Company or its Affiliates, to the Surviving Corporation extent permitted under ISRA, will provide a self guarantee in lieu of such required source or assurance) as necessary to consummate the Transactions (and provide Purchaser with a reasonable opportunity to review and comment in advance on such filings and submissions) and (y) have the right to manage and control any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent's ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent's ability to vote, transfer, receive dividends or otherwise exercise full ownership rights Remedial Action with respect to any Non-Legacy Environmental Liability required to comply with ISRA, in accordance with the stock terms of the Surviving Corporation if any such action is Section 10.05(c) and using a licensed site remediation professional reasonably likely acceptable to have a Material Adverse Effect on Parent or the CompanyPurchaser. (ch) The Parties Notwithstanding anything to the contrary in this Agreement, the Seller and its Affiliates shall use reasonable best efforts to: have no obligation to pay money or offer or make any concession or grant any accommodation (ifinancial or otherwise) take all other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (iii) take, or cause to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to any Applicable Law or contract, or otherwise) by such Party other third party in connection with the transactions contemplated by performance of their respective obligations under this Agreement and to make effective such transactions. If any Governmental Authority, including any antitrust authority, seeks amendments to the transactions contemplated by this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority's consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation of the transactions contemplated herebySection 7.01.

Efforts. (a) Subject to the terms and conditions of this Agreementherein provided, Purchaser and Sellers shall, and Sellers shall cause the Company and Parent shall its Subsidiaries to, use their respective reasonable best efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law this Agreement and applicable Laws to consummate and make effective as promptly as practicable after the date hereof the transactions contemplated by this Agreement, including (i) preparing as promptly as practicable all necessary applications, notices, petitions, filings, ruling requests, and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any Governmental Entity in order to consummate the transactions contemplated by this Agreement (collectively, the “Governmental Approvals”) and (ii) as promptly as practicable, including (i) preparing and filing practicable taking all steps as promptly as practicable, (a) and in any event within five (5) business days of the date of this Agreement, the submission of a continuing membership application with FINRA pursuant may be necessary to NASD Rule 1017 and (b) with any obtain all such Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreement, (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement. (b) Approvals. In furtherance and not in limitation of the foregoing, each of Parent Purchaser shall, and Sellers shall cause the Company shall make an appropriate filing of to, (A) file a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable no later than August 5, 2015, (B) make all other required filings pursuant to other Antitrust Laws with respect to the transactions contemplated hereby no later than August 5, 2015, and in (C) not extend any event within five waiting period under the HSR Act or any other Antitrust Law, nor enter into any agreement with the United States Federal Trade Commission (5the “FTC”) business days or the United States Department of Justice (the “DOJ”) or any other Governmental Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the date of this Agreement and to other Party (which shall not be unreasonably withheld, conditioned or delayed). Each Party shall supply as promptly as practicable any additional information and documentary material or documentation that may be requested pursuant to the HSR Act or any other Antitrust Law and to use their its reasonable best efforts to take all other actions necessary necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Antitrust Law as soon as practicablepossible. (b) Purchaser and Sellers shall, and Sellers shall cause the Company to, in connection with the actions referenced in Section 5.3(a) to obtain all Governmental Approvals for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, use reasonable best efforts to (i) cooperate in all respects with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; provided(ii) keep the other Parties and/or their counsel informed of any communication received by such party from, howeveror given by such party to, the FTC or the DOJ or any other U.S. or other Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; (iii) consult with each other in advance of any meeting or conference with the FTC, the DOJ or any other Governmental Entity or, in connection with any proceeding by a private party, with any other person, and to the extent permitted by the FTC, the DOJ or such other Governmental Entity or other person, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences; and (iv) permit the other party and/or its counsel to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Governmental Entity; provided that materials may be redacted to remove references concerning the valuation of the businesses of Sellers and Purchaser. Purchaser and Sellers shall, and Sellers shall cause the Company to, as each deems advisable and necessary, reasonably designate any competitively sensitive material to be provided to the other under this Section 5.3(b) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (Purchaser or the Company, as the case may be) or its legal counsel. (c) In furtherance and not in limitation of the covenants of the Parties contained in Sections 5.3(a) and 5.3(b), Purchaser shall use its reasonable best efforts to avoid the entry of, or to resist or resolve, any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that nothing in would restrain, prevent or delay the Closing on or before the Outside Date, including by (i) agreeing to any limitation on its rights under this Agreement shall requireor any of the agreements contemplated hereby, (ii) litigating through a decision by the applicable court on a motion for preliminary injunction any actual suit brought or pursued by any Governmental Entity or any other Person, or be construed (iii) proposing, negotiating, offering to require, Parent to proffer to, commit or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate effecting (or to consent to A) any sale, divestiture, lease, license, transfer, disposition hold separate or other encumbrance by Parentdisposition of assets or business of Purchaser, the Company or the Surviving Corporation of any of their respective assetsSubsidiaries or Affiliates, licensesor (B) any restrictions on the control or conduct of any business of Purchaser or the Company or their respective Subsidiaries or Affiliates; provided, operations, rights, product lines, businesses or interest therein or to consent to any agreement that Purchaser shall not be obligated to take any of the foregoing actions) or to agree to any material changes take the actions set forth in clauses (including i) through a licensing arrangement(iii) or restriction onabove if such actions would result in, or other impairment of Parent's ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent's ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is would be reasonably likely to have result in, either individually or in the aggregate, a Material Adverse Effect material adverse effect on Parent or the Company. (c) The Parties shall use reasonable best efforts to: (i) take all other actions necessary to cause Business as conducted by Purchaser, the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority with respect Company and their respective Affiliates after giving effect to the transactions contemplated by this Agreement; . Purchaser shall not require the Company to, and (iii) takethe Company shall not be required to, or cause to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to take any Applicable Law or contract, or otherwise) by such Party in connection with the transactions contemplated by this Agreement and to make effective such transactions. If any Governmental Authority, including any antitrust authority, seeks amendments to the transactions contemplated by this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority's consent action with respect to such transactionssatisfying any Antitrust Laws that would bind the Company in the event the Closing does not occur. (d) Whether or not the Sale is consummated, the Parties Purchaser shall commence be responsible for all filing fees and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts payments to agree upon amendments to this Agreement which are necessary any Governmental Entity in order to resolve the issues raised by such Governmental Authority and permit the consummation of the transactions contemplated herebyobtain any consents, approvals or waivers pursuant to this Section 5.3.

Efforts. (a) Subject to the terms and conditions of this Agreement, the Company Purchaser and Parent the Seller Parties shall, and each shall cause their respective controlled Affiliates to, use their respective commercially reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly take, or cause to be taken, all actions actions, and to do, or cause to be done, and assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law to cause the conditions to the Closing to be satisfied and to consummate and make effective the transactions contemplated by this Agreement Transactions, in each case as promptly as reasonably practicable, including (i) preparing and filing as promptly as practicable, (a) and in any event within five (5) business days of the date of this Agreement, the submission of a continuing membership application with FINRA pursuant to NASD Rule 1017 and (b) with any Governmental Authority or other third party fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreementdocuments, (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained Consents from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by Transactions, including, without limitation, all Conforming Estoppels, SNDAs, and Transferred Real Property Lease Consents, provided, in connection with any third party Consent and except as expressly set forth in this Agreement, and that no member of the Seller Group shall be required to (1) pay any consideration to or out of pocket costs of or to the third party therefor, (2) commence, defend or participate in any Action in connection therewith or (3) offer or grant any accommodation (financial or otherwise) to any third party in connection therewith, (iii) cooperating executing and delivering any additional instruments necessary to consummate the extent reasonable Transactions and (iv) defending or contesting in good faith any Action brought by a third party that could otherwise prevent or impede, interfere with, hinder or delay in any material respect the consummation of the Transactions, in the case of each of clauses (i) through (iv), other than with the respect to filings, notices, petitions, statements, registrations, submissions of information, applications and other parties hereto Consents relating to (A) Antitrust Laws, which are dealt with in their efforts to comply Section 7.01(b) and (B) Purchased Assets, Manufacturer Consents or Transferred Interests, which are dealt with their obligations under this Agreementin Section 2.04. (b) In furtherance and not in limitation Each of the foregoing, each of Parent and the Company shall parties hereto agrees to (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby Transactions within ten (10) business days following the date hereof (unless the parties otherwise agree) and any required notification under any other Antitrust Laws as promptly as reasonably practicable and in any event within five (5) business days of following the date of this Agreement Agreement, and to (ii) supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and such other Antitrust Laws and to use their respective commercially reasonable best efforts to promptly take any and all other steps necessary to avoid or eliminate each and every impediment and obtain all Consents under any Antitrust Laws that may be required by any foreign or U.S. federal, state or local Governmental Authority, in each case with competent jurisdiction so as to enable the parties hereto to consummate the Transactions as promptly as reasonably practicable. Notwithstanding anything to the contrary in this Section 7.01, the Purchaser shall promptly take, or cause to be taken, any and all actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent's ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent's ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company. (c) The Parties shall use reasonable best efforts to: (i) take all other actions necessary to cause secure the expiration or termination of any applicable waiting periods period under Applicable the HSR Act (“HSR Approval”) or any other Antitrust Law as soon as practicable; (ii) or any other Consent under Antitrust Laws, and resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated Transactions under the Federal Trade Commission Act or any other applicable Law raised by any Governmental Authority, in order to prevent the entry of, or to have vacated, lifted, reversed or overturned, any Restraint that would prevent, prohibit or restrict the consummation of the Transactions or delay the consummation of the Transactions beyond the Termination Date, including (i) (A) executing settlements, undertakings, consent decrees, stipulations or other agreements with any Governmental Authority or with any other Person, (B) selling, divesting or otherwise conveying or holding separate particular assets or categories of assets or businesses of the Purchaser or any of its Affiliates (including, after the Closing, any Transferred Entities and Purchased Assets), (C) agreeing to sell, divest or otherwise convey or hold separate any particular assets or categories of assets or businesses of the Purchaser or any of its Affiliates (including, after the Closing, any Transferred Entities and Purchased Assets), (D) terminating existing relationships, contractual rights or obligations of the Purchaser or any of its Affiliates (including, after the Closing, the Transferred Entities), (E) terminating any joint venture or other arrangement, (F) creating any relationship, contractual right or obligation of the Purchaser or any of its Affiliates (including, after the Closing, the Transferred Entities) or (G) effectuating any other change or restructuring of the Purchaser or any of its Affiliates (including, after the Closing Date, the Transferred Entities) (and, in each case, entering into agreements or stipulating to the entry of any Judgment by, or filing appropriate applications with, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other Governmental Authority in connection with any of the foregoing and, in the case of actions by or with respect to the Seller Parties, by consenting to such action by the Seller Parties (including any Consents required under this AgreementAgreement or the other Transaction Documents with respect to such action); provided that any such action may be conditioned upon the Closing) and (iiiii) takedefending through litigation any claim asserted in court or administrative or other tribunal by any Person (including any Governmental Authority) in order to avoid entry of, or cause to have vacated or terminated, any Restraint that would or would reasonably be taken, all expected to prevent the Closing from occurring prior to the Termination Date. No actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (taken pursuant to this Section 7.01 shall be considered for purposes of determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur. (c) Each of the parties hereto shall use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any Applicable Law filing, submission or contract, or otherwise) by such Party written communication with a Governmental Authority in connection with the transactions contemplated Transactions and in connection with any investigation or other inquiry by this Agreement and to make effective such transactions. If any or before a Governmental Authority, including any antitrust authority, seeks amendments Authority relating to the transactions contemplated by this Agreement or commitments Transactions, and allow the other parties to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing review in advance and consider in good faith the applicable waiting period to expire or releasing such Governmental Authority's consent views of the other parties with respect to such transactionsfiling, submission, or written communication, (ii) keep the other parties hereto informed in all material respects and on a reasonably timely basis of any material communication received by such party from, or given by such party to, the Parties shall commence and conduct good faith negotiations with each FTC, the DOJ or any other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation in each case regarding any of the transactions contemplated herebyTransactions, (iii) subject to applicable Laws relating to the exchange of information, and to the extent reasonably practicable, consult with the other parties hereto with respect to information relating to the other parties hereto and their respective Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third Person or any Governmental Authority in connection with the Transactions, other than “4(c) documents” as that term is used in the rules and regulations under the HSR Act, and (iv) to the extent permitted by the FTC, the DOJ or such other applicable Governmental Authority or other Person, give the other parties hereto prompt notice of, and the reasonable opportunity to attend and participate in, such meetings and conferences. (d) Notwithstanding anything to the contrary in this Agreement, the Seller Parties and their respective Affiliates shall have no obligation to pay money or offer or make any concession or grant any accommodation (financial or otherwise) to any Governmental Authority or other third party in connection with the performance of their respective obligations under this Section 7.01.

Efforts. (a) Subject to the terms and conditions of this Agreement, the Company and Parent shall each Party will use their its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other Parties in doing or causing to be done, all things necessary, proper or advisable under Applicable Law this Agreement and applicable Laws to consummate the Combination and the other transactions contemplated by this Agreement the Transaction Documents as promptly soon as practicablepracticable after the date hereof, including (i) preparing and filing as promptly as practicable, (a) and in any event within five (5) business days of the date of this Agreement, the submission of a continuing membership application with FINRA pursuant to NASD Rule 1017 and (b) with any Governmental Authority or other third party practicable all documentation to effect all necessary filingsapplications, notifications, notices, petitionspetitions and filings and to obtain as promptly as practicable all Consents set forth in Section 5.4 of the Spinco Disclosure Schedule, statementsSection 6.5 of the Spinco Disclosure Schedule and Section 7.5 of the Utah Disclosure Schedule that are required to be obtained or made at or prior to the Effective Time and all other material consents, waivers, licenses, orders, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreement, (ii) obtaining and maintaining all approvals, consents, registrations, permits, rulings, expirations or terminations of waiting periods, authorizations and other confirmations required clearances necessary or advisable to be obtained from any third party and/or any Governmental Authority or other third party that are necessary, proper or advisable in order to consummate the Combination or any of the other transactions contemplated by this Agreementthe Transaction Documents (collectively, the “Approvals”), (ii) taking all reasonable steps as may be necessary to obtain all Approvals and (iii) cooperating to the extent taking reasonable with the other parties hereto in their efforts to comply share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 8.7 in a manner so as to preserve the applicable privilege; provided that, with their obligations respect to Approvals from third parties (other than Governmental Authorities) required under this Agreement. (b) In furtherance and existing Contracts, such efforts shall not in limitation include any requirement or obligation of any Party to make any payment to any such third party or assume any Liability not otherwise required to be paid or assumed by the foregoing, each of Parent and the Company shall make an appropriate filing of a Notification and Report Form applicable Party pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in terms of an existing Contract or offer or grant any event within five (5) business days of the date of this Agreement and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to use their reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition financial accommodation or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent's ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent's ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company. (c) The Parties shall use reasonable best efforts to: (i) take all other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (iii) take, or cause to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to any Applicable Law or contract, or otherwise) by such Party in connection with the transactions contemplated by this Agreement and to make effective such transactions. If any Governmental Authority, including any antitrust authority, seeks amendments to the transactions contemplated by this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority's consent with respect benefit to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation of the transactions contemplated hereby.third party not

Efforts. (a) Subject to the terms and conditions of this Agreement, each of the Company parties shall cooperate with the other parties and Parent use (and shall use cause their respective controlled Affiliates to use) their respective reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to, as promptly as reasonably practicable, (i) take, or cause to be taken, all actions actions, and to do, or cause to be done, and assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law to consummate cause the transactions contemplated by this Agreement conditions to Closing to be satisfied as promptly as practicablereasonably practicable and to consummate and make effective, as promptly as reasonably practicable (and, in any event, prior to the Outside Date), the Transactions, including (i) preparing and filing as promptly as practicable, (a) and in any event within five (5) business days of the date of this Agreement, the submission of a continuing membership application with FINRA pursuant to NASD Rule 1017 and (b) with any Governmental Authority or other third party fully all documentation to effect all necessary necessary, proper and advisable filings, notices, petitions, statements, registrations, declarations, submissions of information, applications applications, reports and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreementdocuments, (ii) obtaining and maintaining obtain all approvals, consents, registrations, permitswaivers, authorizations Permits, authorizations, exemptions, clearances, orders and other confirmations required to be obtained from any Governmental Authority or other third party that are (including under any Contracts) necessary, proper or advisable to consummate the transactions contemplated by this AgreementTransactions, and (iii) cooperating execute and deliver any additional instruments necessary to consummate the extent reasonable with Transactions and (iv) defend or contest in good faith any Proceeding brought by any Governmental Authority or a third party or any Judgment that could otherwise prevent or impede, interfere with, hinder or delay in any material respect the other parties hereto in their efforts to comply with their obligations under this Agreementconsummation of the Transactions. (b) Parent shall solely (i) control the timing and strategy for obtaining any approvals, consents, registrations, waivers, Permits, authorizations, exemptions, clearances, orders and other confirmations from any Aviation Regulators in connection with the Transactions and (ii) coordinate the overall development of the positions to be taken and the regulatory actions to be requested in any filing or submission with an Aviation Regulator in connection with the Transactions and in connection with any investigation or other inquiry or litigation by or before, or any negotiations with, an Aviation Regulator relating to the Transactions and of all other regulatory matters incidental thereto, including any notice filing with the DOT regarding a substantial change in operations, ownership or management under 14 C.F.R. § 204.5 and the ownership structure of Parent that supports the necessary finding that Parent is a “citizen of the United States” as defined in 49 U.S.C. §40102(a)(15) and fit to be the holder of necessary DOT permits and authority; provided that, in each case, Parent shall, in good faith, take into consideration the Company’s views, suggestions and comments regarding nonconfidential strategy, efforts and positions to be taken and regulatory actions requested in any filing or submission with an Aviation Regulator. Parent shall, subject to ‎Section 5.03(a), ‎Section 5.03(c), and Section 5.3‎(d), solely control the timing and strategy for obtaining any other approvals, consents, registrations, waivers, Permits, authorizations, exemptions, clearances, orders and other confirmations from any other Governmental Authorities in connection with the Transactions (including, for the avoidance of doubt, any such approvals required by applicable Antitrust Laws, Aviation Regulations and Foreign Direct Investment Laws) and coordinate the overall development of the positions to be taken and the regulatory actions to be requested in any filing or submission with such other Governmental Authority in connection with the Transactions and in connection with any investigation or other inquiry or litigation by or before, or any negotiations with, any such other Governmental Authority relating to the Transactions and of all other regulatory matters incidental thereto, including the final content of any substantive communications with any applicable Governmental Authority with respect to obtaining approval or expiration of any waiting period under the HSR Act and any applicable Antitrust Laws, Aviation Regulations and Foreign Direct Investment Laws; provided that Parent shall, in good faith, take into consideration the Company’s views, suggestions and comments regarding nonconfidential strategy, efforts and positions to be taken and regulatory actions requested in any filing or submission with such other Governmental Authority. (c) In furtherance and not in limitation of the foregoing, each of Parent the parties agrees to (i) make (and shall cause their respective controlled Affiliates to make or, if required pursuant to the Company shall make HSR Act, cause their ultimate parent entity (as that term is defined in the HSR Act) to make) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby Transactions as promptly as reasonably practicable following the date of this Agreement, and in any event within five ten (510) business days of Business Days following the date of this Agreement hereof (unless the applicable rules governing the form and information required in such filings under the HSR Act, issued on October 10, 2024, are in effect at the time such a filing would have to be made, in which case it shall be made as promptly as reasonably practicable), and to supply (and shall cause their respective controlled Affiliates or, if required pursuant to the HSR Act, cause their ultimate parent entity (as that term is defined in the HSR Act) to supply) as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act Act, (ii) make (and to use their reasonable best efforts to take all other actions necessary to shall cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or Affiliates to consent make) all appropriate filings pursuant to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent's ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent's ability to vote, transfer, receive dividends or otherwise exercise full ownership rights Aviation Regulations with respect to the stock Transactions, including any notice filing with the DOT regarding a substantial change in operations, ownership or management under 14 C.F.R. § 204.5 and the ownership structure of Parent that supports the necessary finding that Parent is a “citizen of the Surviving Corporation if United States” as defined in 49 U.S.C. §40102(a)(15) and fit to be the holder of necessary DOT permits and authority, as promptly as reasonably practicable following the date of this Agreement, and in any such action is event within fifteen (15) Business Days following the date hereof, and to supply (and shall cause their respective Affiliates to supply) as promptly as reasonably likely practicable any additional information and documentary material that may be requested pursuant to have a Material Adverse Effect on the Aviation Regulations, (iii) make (and shall cause their respective Affiliates to make) all filings and submissions under the Foreign Direct Investment Laws set forth in ‎Section 6.01(b) of the Company Disclosure Letter with respect to the Transactions as promptly as reasonably practicable following the date of this Agreement, and to supply (and shall cause their respective controlled Affiliates to supply) as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the Foreign Direct Investment Laws, and (iv) promptly take any and all steps necessary to avoid or eliminate each and every impediment and obtain all consents under any Antitrust Laws, Aviation Regulations (including, for the avoidance of doubt, receipt of the DOT determination referred to in ‎Section 6.01(b) of the Company Disclosure Letter) and Foreign Direct Investment Laws that may be required by any foreign or U.S. federal, state or local Governmental Authority, in each case, with competent jurisdiction, and to satisfy the conditions set forth in ‎Article VI, so as to enable the parties to consummate the Transactions as promptly as reasonably practicable (and, in any event, prior to the Outside Date). Without limiting the foregoing, Parent shall promptly take (and shall cause their respective controlled Affiliates to take and, solely with respect to clause (A)(7) below to address specific requests from the Aviation Regulators, shall cause the Equity Commitment Party and, solely for this purpose, (x) any current or future direct or indirect Subsidiaries of the Equity Commitment Party that own or hold, or are contemplated by the Equity Commitment Party to own or hold, any direct or indirect interest in Parent or MergerCo and (y) Parent and its current or future Subsidiaries, to take, with respect to Parent, MergerCo, any entity referred to in the Company. preceding clause (cx), and each of their respective current or future Subsidiaries, other than with respect to any other (i.e., other than those referred to in the foregoing clause (x) The Parties shall use reasonable best efforts to: or (iy)) take current or future direct or indirect Subsidiaries of the Equity Commitment Party) all other actions necessary to cause secure the expiration or termination of any applicable waiting periods period or obtain any approvals, consents, registrations, waivers, Permits, authorizations, exemptions, clearances, orders and other confirmations, as applicable, under Applicable the HSR Act or any other Antitrust Law, Aviation Regulations (including, for the avoidance of doubt, receipt of the DOT determination referred to in ‎Section 6.01(b) of the Company Disclosure Letter) or any Foreign Direct Investment Law as soon as practicable; (ii) and resolve any objections which asserted with respect to the Transactions under any such Law raised by any Governmental Authority, in order to prevent the entry of, or to have vacated, lifted, reversed or overturned, any Restraint (including the absence of the DOT determination referred to in ‎Section 6.01(b) of the Company Disclosure Letter) that would prevent, prohibit, restrict or delay the consummation of the Transactions (including due to the failure to satisfy the condition set forth in ‎Section 6.01(b)(ii)), including (A) (1) executing settlements, undertakings, consent decrees, stipulations or other agreements with any Governmental Authority or with any other Person, (2) selling, divesting or otherwise conveying or holding separate particular assets or categories of assets or businesses of Parent and its Subsidiaries, (3) agreeing to sell, divest or otherwise convey or hold separate any particular assets or categories of assets or businesses of the Company and its Subsidiaries contemporaneously with or subsequent to the Effective Time, (4) terminating existing relationships, contractual rights or obligations of the Company or its Subsidiaries, (5) creating any relationship, contractual right or obligation of the Company or its Subsidiaries, (6) effectuating any other change or restructuring of the Company or its Subsidiaries (and, in each case, entering into agreements or stipulating to the entry of any Judgment by, or filing appropriate applications with, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other Governmental Authority under any Antitrust Law, Aviation Regulations or Foreign Direct Investment Law in connection with any of the foregoing and, in the case of actions by or with respect to the Company, by consenting to such action by the Company (including any consents required under this Agreement with respect to such action); provided that any such action shall be conditioned upon the Closing), or (7) taking such actions as may be necessary to (x) ensure that, at the Closing, Parent and MergerCo are, and are controlled by, a “citizen of the United States” as defined in 49 U.S.C. §40102(a)(15) of the Federal Aviation Act and as interpreted by DOT and (y) address any other specific requests from the Aviation Regulators in order to obtain the DOT determination referred to in ‎Section 6.01(b) of the Company Disclosure Letter and (B) defending through litigation any claim asserted in court or administrative or other tribunal by any Person (including any Governmental Authority) in order to avoid the entry of, or to have vacated or terminated, any Restraint (including the absence of the DOT determination referred to in ‎Section 6.01(b) of the Company Disclosure Letter) under any Antitrust Law, Aviation Regulations or Foreign Direct Investment Law that would prevent the Closing prior to the Outside Date then in effect (including due to the failure to satisfy the condition set forth in ‎Section 6.01(b)(ii)). Without limiting the foregoing, in no event shall the Company (and the Company shall cause its Subsidiaries and its and their respective Representatives to not) propose, negotiate, effect or agree to any such actions (other than actions otherwise permitted by ‎Section 5.01) without the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed). No actions taken pursuant to this ‎Section 5.03 shall be considered for purposes of determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur. Parent shall respond to and seek to resolve as promptly as reasonably practicable any objections asserted by any Governmental Authority with respect to the transactions Transactions. Nothing in this Agreement shall require any party to take or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing. The Company shall not commit (and shall cause its controlled Affiliates not to commit) to or agree with any Governmental Authority to stay, toll or extend any applicable waiting period or review period (including any “pull and refile” of any filing or application) under the HSR Act or any other Laws or enter into a timing agreement with any Governmental Authority under any Laws, without the prior written consent of Parent. Notwithstanding anything to the contrary, except as expressly specified in ‎Section 5.03(d) and ‎Section 5.03(c)(A)(7), Parent shall not be obligated (and nothing in this ‎Section 5.03(c) or otherwise in this Agreement shall be deemed to obligate its Affiliates) to take any action contemplated by this Agreement; ‎Section 5.03 with respect to Stonepeak Partners LLC and its Affiliates or any investment funds or investment vehicles affiliated with, or managed or advised by, any of the foregoing (collectively, “Stonepeak”), or any portfolio company (as such term is commonly understood in the private equity industry) or investment of Stonepeak, other than Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries following the Closing), other than the making of filings with or submissions to, the supply of information or documentation to, or communications with, Governmental Authorities in order to obtain any consents, approvals or other clearances required to satisfy the condition to Closing set forth in ‎Section 6.01(b), in each case, to the extent required pursuant to any Antitrust Law, Aviation Regulations or Foreign Direct Investment Laws. (d) Parent and MergerCo shall not, and Parent shall cause the Equity Commitment Party and (x) any direct or indirect Subsidiary special purpose or pooled capital investment vehicles of the Equity Commitment Party, (y) any direct or indirect Subsidiaries of the Equity Commitment Party that own or hold, or are contemplated by the Equity Commitment Party to own or hold, an interest in Parent and MergerCo and (z) Parent and its Subsidiaries not to, acquire or agree to acquire any asset, property, business or Person (by way of merger, consolidation, share exchange, investment, other business combination, asset, stock or equity purchase, or otherwise), in each case, with the intention to, or if such action would reasonably be expected to, prevent or materially delay (i) the expiration or termination of any waiting period under the HSR Act or any other Antitrust Laws, Aviation Regulations or Foreign Direct Investment Laws, (ii) obtaining approval of any Governmental Authority under Antitrust Laws, Aviation Regulations or Foreign Direct Investment Laws or (iii) take, or cause to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (the receipt of any clearance pursuant to any Applicable Law Antitrust Laws, Aviation Regulations or contract, or otherwise) by such Party in connection with the transactions contemplated by this Agreement and Foreign Direct Investment Laws to make effective such transactions. If any Governmental Authority, including any antitrust authority, seeks amendments to the transactions contemplated by this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire Transactions or releasing such Governmental Authority's consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation of the transactions Transactions contemplated hereby, including the receipt of the DOT determination referred to in ‎Section 6.01(b) of the Company Disclosure Letter. (e) In furtherance and not in limitation of the foregoing, each of the parties shall use (and shall cause their respective controlled Affiliates to use) its reasonable best eff

Efforts. (a) Subject From the date hereof until the earlier of the Preferred Stock Closing and the date that this Agreement is terminated pursuant to the terms and conditions of this AgreementSection 9.1, the Company and Parent shall use their 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 under Applicable Law to consummate the transactions contemplated by this Agreement as promptly as practicable, including (i) preparing and filing as promptly as practicable, (a) and in any event within five (5) business days of the date of this Agreement, the submission of a continuing membership application with FINRA pursuant to NASD Rule 1017 and (b) with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreement, (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement. (b) In furtherance and not in limitation of the foregoing, each of Parent Investor and the Company shall make an appropriate filing of a (a) promptly file any and all Notification and Report Form pursuant to Forms required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act Act”), with respect to the transactions contemplated hereby as promptly as practicable hereby, and in any event within five (5) business days of the date of this Agreement and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to use their commercially reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent's ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent's ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company. (c) The Parties shall use reasonable best efforts to: (i) take all other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicablethe HSR Act; (b) use commercially reasonable efforts to cooperate with each other in (i) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers, clearances, approvals, or expirations or terminations of waiting periods are required to be obtained from, any other Governmental Entities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (ii) resolve timely making all such filings and timely obtaining all such consents, permits, authorizations, waivers, clearances, approvals, expirations or terminations; (c) use commercially reasonable efforts to supply to any objections which Governmental Entity as promptly as practicable any additional information or documents that may be asserted requested pursuant to any Law or by such Governmental Entity; (d) promptly inform the other party of any substantive meeting, discussion, or communication with any Governmental Authority with Entity (and supply to the other party any written communication or other written correspondence or memoranda prepared for such purpose, subject to applicable Laws relating to the exchange of information) in respect to of any filing, investigation or inquiry concerning the transactions contemplated hereby, and consult with the other party in advance of, and to the extent permitted by this Agreementsuch Governmental Entity, give the other party the opportunity to attend and participate in, such meeting, discussion or communication; and (iiie) use commercially reasonable efforts to take, or cause to be taken, all other actions necessary to obtain each consentand do, approval or waiver (if any) required cause to be obtained (pursuant done, all other things necessary, proper or advisable to any Applicable Law or contract, or otherwise) by such Party in connection with consummate the Closings and the transactions contemplated by this Agreement and to make effective such transactions. If any Governmental Authorityhereby, including taking all such further action as may be necessary to resolve such objections, if any, as the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, state antitrust enforcement authorities or competition authorities of any antitrust authority, seeks amendments other nation or other jurisdiction or any other person may assert under Law with respect to the transactions contemplated by hereby. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require the Investor or commitments any of its Affiliates to be undertaken by enter into any Party as a condition agreement with any Governmental Entity, or to refraining from seeking consent to block such transactionsany authorization, allowing consent or approval of any Governmental Entity, requiring the applicable waiting period Investor or any of its Affiliates to expire hold separate or releasing such Governmental Authority's consent with respect divest, or to such transactionsrestrict the dominion or control of, any of its assets or businesses or any of the stock, assets or business of the Investor, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use Company or any of their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation of the transactions contemplated herebyAffiliates.

Efforts. (a) Subject to the terms and conditions of set forth in this Agreement, each of the Company and Parent parties hereto shall use their reasonable its best efforts (subject to, and in accordance with, applicable Law) to taketake promptly, or cause to be taken, all actions necessary, and to dodo promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary consents, approvals or waivers from third parties, (ii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement as promptly as practicable, including (i) preparing and filing as promptly as practicable, (a) and in any event within five (5) business days of the date of this Agreement, the submission of a continuing membership application with FINRA pursuant to NASD Rule 1017 and (biii) with the execution and delivery of any Governmental Authority or other third party all documentation to effect all additional instruments necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreement; provided, however, that in no event shall Parent, the Company or any of their Subsidiaries be required to pay prior to the Effective Time any fee, penalty or other consideration to any third party for any consent or approval required for the consummation of the transactions contemplated by this Agreement under any contract or agreement. (b) Without limiting the foregoing, and notwithstanding anything contained in this Agreement to the contrary, Parent agrees to use its best efforts, and to take promptly any and all steps necessary, to avoid and, if necessary, eliminate, each and every impediment under any Regulatory Law (as hereinafter defined) that may be asserted by any Governmental Entity (through the head of the Governmental Entity or division thereof), so as to enable the Closing to occur as soon as possible (and in any event no later than the End Date (as hereinafter defined)), including, but not limited to, (i) providing information, (ii) obtaining and maintaining all approvalsproposing, consentsnegotiating, registrationscommitting to and/or effecting, permitsby consent decree, authorizations and other confirmations required hold separate orders, or otherwise, the sale, divesture or disposition of, or holding separate (through the establishment of a trust, proxy agreement, special security agreement, voting trust agreement or otherwise) such of Parent’s (or any of its affiliates’) assets, properties or businesses or of the Company’s (or any of its affiliates’) assets, properties or businesses to be obtained from acquired by Parent pursuant hereto, and the entrance into such other arrangements, in each case, as are necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority Entity or to effect the dissolution of any injunction, temporary restraining order or other third party order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transaction contemplated by this Agreement prior to the End Date; (iii) creating, terminating, or divesting relationships, ventures, contractual rights or obligations, including entering into, or offering or committing to enter into any supply agreements involving Parent’s (or any of its affiliates’) or the Company’s products or restrictions on Parent’s (or any of its affiliates’) or the Company’s businesses requested by any Governmental Entity, in each case, as are necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity or effect the dissolution of any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated by this Agreement prior to the End Date; (iv) defending through litigation on the merits any claim asserted in court by any person to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that are would restrain or prevent the Closing from occurring prior to the End Date; and (v) taking, or causing to be taken, all other actions and doing, or causing to be done, all other things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreementhereby, including taking all such further action as may be necessary to resolve such objections, if any, as the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, the President of the United States, CFIUS, the United States Department of Defense (including the Defense Security Services), the United States Department of Energy, state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction may assert under Regulatory Law with respect to the transactions contemplated hereby, and to avoid or eliminate each and every impediment under any Regulatory Law that may be asserted by any Governmental Entity with respect to the transactions contemplated hereby; provided, however, that nothing in this Section 5.6 shall require Parent to commit to or effect any action or agreement that is not conditioned upon the consummation of the transactions contemplated hereby. The Company shall not, without Parent’s prior written consent, agree to stay, toll or extend any applicable waiting period under any Regulatory Law, or discuss or commit to any of the actions or agreements in Section 5.6(b)(ii) or (iii) cooperating above, or discuss or commit to alter its businesses or commercial practices in any way, or otherwise take or commit to take any action that limits Parent’s freedom of action with respect to, or Parent’s ability to retain any of the extent reasonable with businesses, product lines or assets of, the other parties hereto in their efforts to comply with their obligations under Company or otherwise receive the full benefits of this Agreement. (bc) In furtherance and not in limitation of the covenants contained in this Section 5.6, the Company and Parent shall (i) as promptly as reasonably practicable after the date of this Agreement, make their respective filings and thereafter make any other required submissions under the HSR Act, (ii) cooperate with each other in (x) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers or approvals are required to be obtained from, any third parties or other Governmental Entities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (y) timely making all such filings and timely seeking all such consents, permits, authorizations or approvals, and (iii) subject to applicable legal limitations and the instructions of any Governmental Entity, keep each other apprised of the status of matters relating to the completion of the transactions contemplated thereby, including promptly furnishing the other with copies of notices or other communications received by the Company or Parent, as the case may be, or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to such transactions. Subject to the foregoing, Parent shall (a) control and lead all actions and strategy related to Regulatory Laws and litigation matters relating to Regulatory Laws, including all dealings with any Governmental Entity, (b) make all final determinations as to the appropriate course of action with respect to Regulatory Laws and Governmental Entities, and shall control and lead all communications related to Regulatory Laws and litigation matters relating to Regulatory Laws unless agreed otherwise as circumstances may dictate and as necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity or effect the dissolution of any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated by this Agreement prior to the End Date; provided that, notwithstanding anything to the contrary in this Agreement, the process for obtaining CFIUS approval shall be managed jointly by Parent and Company, Parent and Company shall jointly make all final determinations as to the appropriate course of action and all communications and filings (including, a withdrawal of submission) to and with CFIUS shall be jointly coordinated between Parent and Company. However, Parent shall make final determinations concerning agreements and undertakings to be entered into with CFIUS. The Company and Parent shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Entity. Each of the Company and Parent agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Entity in connection with the proposed transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate. As promptly as reasonably practicable following the date of this Agreement, Parent and Company shall (a) arrange a meeting with CFIUS, (b) submit a draft joint voluntary notice to CFIUS and (c) submit a final joint voluntary notice to CFIUS, each with regard to this Agreement and other related information pursuant to Section 721 of the Defense Production Act of 1950, as amended. Each of Parent and the Company shall make an appropriate filing of a Notification and Report Form pursuant respond to any request for information from CFIUS in the HSR Act with respect to timeframe set forth in the transactions contemplated hereby as promptly as practicable and in any event within five (5) business days of the date of this Agreement and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to use their reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicableCFIUS regulations, 31 C.F.R. Part 800; provided, however, that either party, after consultation with the other party, may request in good faith an extension of time pursuant to 31 CFR § 800.403(3) to respond to CFIUS requests for follow-up information, provided that under no circumstance may a party request any extension that causes CFIUS to reject the voluntary notice filed by the parties or modifies the time for CFIUS review or investigation. (d) Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.6 shall limit a party’s right to terminate this Agreement shall requirepursuant to Section 7.1(b) or 7.1(c) so long as such party has, prior to such termination, complied with its obligations under this Section 5.6. (e) For purposes of this Agreement, “Regulatory Law” means the S▇▇▇▇▇▇ Act of 1890, the C▇▇▇▇▇▇ Antitrust Act of 1914, the HSR Act, the Federal Trade Commission Act of 1914, the Defense Production Act of 1950, as amended, the International Traffic in Arms Regulations (“ITAR”), applicable requirements of the National Industrial Security Program, the Export Administration Regulations, the embargoes and restrictions administered by the United States Office of Foreign Assets Control and any Executive Orders of the President regarding embargoes and restrictions on trade with designated countries, entities and persons, and all other federal, state or be construed foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws, including any antitrust, competition or trade regulation Laws, that are designed or intended to require(i) prohibit, Parent to proffer torestrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition through merger or acquisition, (ii) regulate the business or agree to, sell, divest, lease, license, transfer, dispose operations of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses its Subsidiaries or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent's ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent's ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company. (c) The Parties shall use reasonable best efforts to: (i) take all other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (iii) take, protect the national security or cause to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to the national economy of any Applicable Law or contract, or otherwise) by such Party in connection with the transactions contemplated by this Agreement and to make effective such transactions. If any Governmental Authority, including any antitrust authority, seeks amendments to the transactions contemplated by this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority's consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation of the transactions contemplated herebynation.

Efforts. (a) Subject to the terms and conditions of this AgreementSection 7.2(e), the Company and Parent each Party shall use their 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 desirable under Applicable Law to consummate and make effective the transactions contemplated by this Agreement as promptly as practicableTransactions, including (i) preparing and filing as promptly as practicable, (a) and in any event within five (5) business days of the date of this Agreement, the submission of a continuing membership application with FINRA pursuant to NASD Rule 1017 and (b) practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable pursuant to consummate the transactions contemplated by this Agreement, any Laws; (ii) obtaining using reasonable best efforts to obtain any required consents, approvals or authorizations under the HSR Act; and maintaining (iii) using reasonable best efforts to obtain and maintain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party pursuant to any Laws, in each case, that are necessary, proper or advisable to consummate and make effective the transactions contemplated by this AgreementTransactions (collectively, and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement“Regulatory Approvals”). (b) In furtherance and not in limitation of the foregoing, each of Parent the Parties shall, and shall cause their respective Affiliates to, (i) make or cause to be made all filings required of each of them or any of their respective Affiliates under the Company shall HSR Act with respect to the Transactions as promptly as practicable and within ten (10) Business Days after the date hereof, (ii) make an appropriate filing or cause to be made all filings required or advisable of a Notification and Report Form pursuant each of them or any of their respective Affiliates under any non-U.S. Laws similar to the HSR Act with respect to the transactions contemplated hereby Transactions as promptly as practicable and in any event within five practicable, (5iii) business days of the date of this Agreement and use reasonable best efforts to supply provide as promptly as practicable any additional information that is reasonably requested by any Governmental Authority in respect of such filings or the Transactions and documentary material (iv) cooperate with each other in connection with any such filing and in connection with resolving any investigation or other inquiry of any Governmental Authority under the HSR Act with respect to any such filing or the Transactions; provided that may the Parties understand and agree that no Party shall be requested obligated to (and, without each Party’s prior written consent, no Party shall): comply with any request under the HSR Act for additional information, documents or other materials (i.e., a “second request”). (c) Each Party shall use its reasonable best efforts to furnish to the other Parties all information required for any application or other filing to be made pursuant to the HSR Act or other Laws in connection with the Transactions. Each Party will advise the other Parties promptly (and in any event within two (2) Business Days prior to use their reasonable best efforts communicating such agreements with any Governmental Authority) of any understandings, undertakings or agreements (oral or written) that such Party proposes to take all make or enter into with any Governmental Authority in connection with the Transactions. Each Party shall promptly inform the other actions necessary Parties of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filing or the Transactions. No Party shall independently participate in any meeting with any Governmental Authority in respect of any such filing or any investigation or other inquiry with respect to cause the expiration or termination Transactions without giving the other Parties prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend or participate. Subject to applicable waiting periods Law, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party relating to proceedings under the HSR Act or other regulatory Laws with respect to the Transactions. Each Party shall have the right to (i) review and approve in advance, with such approvals not to be unreasonably withheld or delayed, all filings with any Governmental Authority to be made jointly in connection with the Transactions and (ii) review and comment on in advance, with such comments to be considered by the filing Party in good faith, all filings with any Governmental Authority to be made by the other Parties in connection with the Transactions. Notwithstanding the foregoing, any Party may, as soon it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parties under this Section ‎7.2 as practicable; provided“outside counsel only.” Such materials and the information contained therein shall be given only to the outside counsel of the receiving Party, howeverand the receiving Party shall cause such outside counsel not to disclose such materials or information to any employees, that officers, directors or other representatives of the receiving Party, unless express written permission is obtained in advance from the source of the materials. Notwithstanding anything to the contrary set forth herein, nothing in this Agreement shall require, or be construed require any Party to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent provide to any sale, divestiture, lease, license, transfer, disposition other Party any information or other encumbrance by Parent, the Company materials that are sensitive personally identifiable information or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent's ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent's ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Companylegally privileged. (cd) The Parties Subject to Section 7.2(e), in furtherance and not in limitation of the actions and obligations of each Party set forth in this Section ‎7.2, each Party shall, and shall cause its Affiliates to, use its respective reasonable best efforts to: (i) take all other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law promptly resolve such objections, if any, as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated by this AgreementTransactions under the HSR Act so as to enable Closing as promptly as practicable but, in any event, no later than the Outside Date; provided that no Party shall be required to institute (or threaten to institute) any Proceeding to defend the Transactions, and if any Proceeding is instituted (iii) take, or cause threatened to be takeninstituted) challenging the Transactions as in violation of the HSR Act or any other Laws, all actions necessary no Party shall be obligated to obtain each consent, approval or waiver contest and resist any such Proceeding (if any) including that no Party shall be required to be obtained (pursuant to pursue any Applicable Law or contractavailable avenues of administrative and judicial appeal). Each Party shall, or otherwise) by such Party in connection with the transactions contemplated by this Agreement and to make effective such transactions. If any Governmental Authorityshall cause its Affiliates to, including any antitrust authority, seeks amendments to the transactions contemplated by this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority's consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their its respective reasonable best efforts to agree upon amendments take such action as may be required to cause the expiration or termination of the waiting, notice or review periods under the HSR Act with respect to the Transactions as promptly as possible after the execution of this Agreement which are Agreement, and each Party shall not (and shall cause its Affiliates not to) take any action (including any other acquisition or any agreement for any other acquisition) that would be reasonably likely to prevent or materially delay the receipt of any Regulatory Approvals. None of the Parties shall stay, toll, or extend any applicable waiting period under the HSR Act, or pull or refile any filing made under the HSR Act without the advance written agreement of the other Parties. (e) Each Party further agrees that it shall, and shall cause its Affiliates to, use reasonable best efforts to obtain any necessary Regulatory Approval, including under the HSR Act, or pursuant to any Laws to the extent required to satisfy the conditions set forth in order Section ‎8.1, Section ‎8.2 or Section ‎8.3, as applicable (provided that the reasonable best efforts of a Party shall not obligate a Party to resolve waive any such condition), and to use reasonable best efforts to try to avoid the issues raised commencement of any Proceeding by such any Governmental Authority and permit seeking, or the entry of, any writ, decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would result in, or to have lifted, vacated, reversed or terminated, any writ, decree, judgment, injunction or other order, whether temporary, preliminary or permanent, issued by any Governmental Authority or other legal restraint or prohibition preventing the consummation of the transactions Transactions; provided that the Parties understand and agree that no Party nor any of its Affiliates shall be obligated to (and, without each Party’s prior written consent (not to be unreasonably withheld), no Party shall) (i) propose, negotiate, offer to commit or effect, by consent decree, hold separate order or otherwise, the sale, divestiture, transfer, license or other disposition of any assets or businesses of the Business Entities, Buyer or any of their respective Affiliates (including equity interests held by Buyer or any of its Affiliates in entities with assets or businesses); (ii) propose, negotiate, offer to commit or effect, by consent decree, hold separate order or otherwise, behavioral limitations on any assets or businesses of the Business Entities, Buyer or any of their respective Affiliates (including equity interests held by Buyer or any of its Affiliates in entities with assets or businesses); (iii) propose, negotiate, offer to commit or effect, by consent decree, hold separate order or otherwise, the termination, modification, transfer or other action with respect to any existing relationships and contractual rights and obligations of the Business Entities, Buyer or any of their respective Affiliates; (iv) otherwise offer to take or offer to commit to take any action that it is capable of taking that limits or affects its freedom of action; and (v) in the event that any writ, decree, judgment, injunction or other order, whether temporary, preliminary or permanent, issued by any Governmental Authority is entered or becomes reasonably foreseeable to be entered in any Proceeding that would make consummation of the Transactions unlawful or that would prevent or delay consummation of the Transactions, take any steps (including the appeal thereof, the posting of a bond or the taking of the steps contemplated herebyby clauses (i), (ii), (iii) and (iv) above) necessary to vacate, modify or suspend such writ, decree, judgment, injunction or other order. (f) Whether or not the Closing occurs, Buyer shall be responsible for the payment of all applicable filing fees under the HSR Act and all non-U.S. Laws similar to the HSR Act, and each of Buyer and Sellers shall be responsible for the payment of such Party’s own legal and consulting fees.

Efforts. (a) Subject to the terms and conditions of this Agreement, the Company and Parent shall Each Party will use their commercially reasonable best efforts to take, or to cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law applicable Laws and regulations to consummate and make effective the transactions contemplated by this Agreement as promptly as practicableAgreement, including (i) preparing and filing as promptly as practicable, (a) and cooperation in determining whether any event within five (5) business days action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the date of transactions contemplated by this Agreement, the submission of a continuing membership application with FINRA pursuant to NASD Rule 1017 and ; (b) with cooperation in seeking and obtaining any Governmental Authority or other third party all documentation to effect all necessary filingssuch actions, noticesconsents, petitions, statements, registrations, submissions of information, applications and other documents necessaryapprovals, or waivers, including agreement to the form of notice to be sent to the holders of any rights specified in Schedule 4.4; and (c) the reasonable judgment execution of Parent or the Company, advisable any additional instruments necessary to consummate the transactions contemplated by this Agreement. Notwithstanding the foregoing, (iinothing in this Section 6.5(a) obtaining and maintaining all approvalsshall modify, consents, registrations, permits, authorizations and other confirmations required to be obtained from reduce or otherwise diminish any Governmental Authority Party’s rights or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this AgreementSection 6.2. (b) In furtherance and not in limitation of the foregoingprovision in Section 6.5(a), each of Parent and the Company shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to each Consent set forth in Schedule 4.13 and applicable to the transactions contemplated hereby as promptly as practicable and assignment or partial assignment of any Contract set forth on Exhibit K-1 or Exhibit K-2, unless Purchaser notifies Sellers in any event writing within five (5) business days Business Days after the Execution Date not to send a Consent request notice, Sellers shall, within ten (10) Business Days after the Execution Date, cause the Company Groups to send to the holder of each such Consent a notice in material compliance with the contractual provisions applicable to such Consent seeking such holder’s consent to the transactions contemplated hereby. If Purchaser or Sellers discover any Consent following the Execution Date but prior to the Closing that is not set forth in Schedule 4.13 and applicable to the assignment or partial assignment of any Contract set forth on Exhibit K-1 or Exhibit K-2, each Party shall notify the other Party and, if Purchaser requests in writing, within five (5) Business Days of the date of this Agreement such request, Sellers shall cause the Company Groups to send to the holder of each such Consent a notice in material compliance with the contractual provisions applicable to such Consent. Sellers shall provide Purchaser with (i) a copy of each notice and all other materials delivered to supply as promptly as practicable any additional information and documentary material that may be requested such holder pursuant to this Section 6.5(b) promptly after sending the HSR Act same to such holder and (ii) copies of any written responses received from any such holder promptly after receiving the same. After the Execution Date and prior to the Closing, each Company Group Member shall use their commercially reasonable best efforts to take obtain any requested Consent; provided, that, in no event shall Sellers or any Company Group Member be required to (i) make any expenditures or payments or (ii) grant any accommodation (financial or otherwise) to any Third Party. Notwithstanding anything to the contrary herein, Sellers shall not have any liability to the Purchaser or its Affiliates or any other Person, and Purchaser shall indemnify, defend and hold harmless the Seller Group from and against any and all other actions necessary Damages arising out of or relating to the failure of Sellers to send any request or notice of, or obtain, any Consent prior to the Closing, provided, that Sellers have complied with the provisions of this Section 6.5(b). (c) If Sellers fail to obtain any such Consent prior to Closing and the failure to obtain such Consent would cause (i) the expiration assignment or termination partial assignment to Purchaser of the applicable waiting periods Contract set forth on Exhibit K-1 or Exhibit K-2 to be void or voidable or (ii) the termination of such Contract under the HSR Act express terms thereof (a Consent satisfying clause (i) or (ii), a “Hard Consent”), then (A) the Contract (or portion thereof) affected by such Hard Consent shall not be conveyed at the Closing, (B) Sellers and Purchaser shall continue after Closing to use commercially reasonable efforts to obtain the Hard Consent so that such Contract (or portion thereof) can be transferred to Purchaser (or its designee) upon receipt of the Hard Consent, (C) to the extent permitted under the applicable Contract, the Contract shall be held by the Tap Rock Operator for the benefit (including the economic benefit) of Purchaser and its Affiliates (including the Company Groups) (provided that no Seller nor any Affiliate of any Seller (including the Tap Rock Operator) shall have any obligation to renew or extend such Contract and shall be entitled to terminate such Contract at the earliest time such Seller or such Affiliate is allowed to terminate such Contract pursuant to its terms), (D) Purchaser shall pay all amounts due thereunder, and (E) subject to and without limitation of Purchaser’s rights under Section 10.1(b), Purchaser shall be responsible for any and all obligations, liabilities, claims, causes of action, and Damages under such Contract (except to the extent caused by any Seller’s or any of its Affiliates’ gross negligence or willful misconduct) and for the performance of any and all obligations under such Contract until such Hard Consent is obtained and shall indemnify and hold harmless the Seller Group from and against any and all obligations, liabilities, claims, causes of action, and Damages suffered or incurred by the Seller Group arising from, based upon, related to or associated with such Contract. With respect to any Contract for which the applicable Hard Consent for the assignment (or partial assignment) to Purchaser is obtained following the Closing, Sellers shall cause Tap Rock Operator to transfer such Contract (or portion thereof) to Purchaser by execution and delivery of an instrument of conveyance in the form of the Assignment and Bill of Sale. (d) If Sellers fail to obtain any such Consent prior to Closing that is not a Hard Consent, then the applicable Contract (or portion thereof) subject to such un-obtained Consent shall nevertheless be conveyed by Tap Rock Operator to Purchaser at Closing as soon as practicablepart of the Tap Rock I Acquired Assets and Purchaser shall have no claim against, and Sellers shall have no liability to Purchaser for, the failure to obtain such Consent. (e) Prior to Closing, Sellers and Purchaser shall use commercially reasonable efforts to obtain all Consents; provided, however, that nothing in this Agreement no Party shall requirebe required to incur any liability, pay any money or be construed provide any other consideration to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation holders of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent's ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent's ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company. (c) The Parties shall use reasonable best efforts to: (i) take all other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (iii) take, or cause to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to any Applicable Law or contract, or otherwise) by such Party in connection with the transactions contemplated by this Agreement and to make effective such transactions. If any Governmental Authority, including any antitrust authority, seeks amendments to the transactions contemplated by this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority's consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary Consent in order to resolve obtain any such Consent. Subject to the issues raised foregoing, ▇▇▇▇▇▇▇▇▇ agrees to provide Sellers with any information or documentation that may be reasonably requested by Sellers or the Third Party holder(s) of such Governmental Authority and permit Consents in order to facilitate the consummation process of the transactions contemplated herebyobtaining such Consents.

Efforts. (a) Subject to the terms and conditions of this Agreement, the Company and Parent shall use their 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 under Applicable Law to consummate the transactions contemplated by this Agreement as promptly as practicable, including (i) preparing and filing as promptly as practicable, (a) and in any event within five (5) business days of the date of this Agreement, the submission of a continuing membership application with FINRA pursuant to NASD Rule 1017 and (b) with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreement, (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement. (b) In furtherance and not in limitation of the foregoing, each of Parent and the Company shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within five (5) business days of the date of this Agreement and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to use their reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent's ’s ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent's ’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company. (c) The Parties shall use reasonable best efforts to: (i) take all other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (iii) take, or cause to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to any Applicable Law or contract, or otherwise) by such Party in connection with the transactions contemplated by this Agreement and to make effective such transactions. If any Governmental Authority, including any antitrust authority, seeks amendments to the transactions contemplated by this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority's ’s consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation of the transactions contemplated hereby.

Efforts. (a) Subject to the terms and conditions hereof (including the remainder of this AgreementSection 3.1) and the other Transaction Documents, the Company and Parent shall each party hereto will use their 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 desirable under Applicable Law applicable law to consummate carry out the provisions hereof and thereof and give effect to the transactions contemplated by this Agreement as promptly as practicable, including (i) preparing hereby and filing as promptly as practicable, (a) and in any event within five (5) business days of the date of this Agreement, the submission of a continuing membership application with FINRA pursuant to NASD Rule 1017 and (b) with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreement, (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement. (b) thereby. In furtherance and not in limitation of the foregoing, each of Parent and the Company shall make an appropriate filing of a Notification and Report Form pursuant parties hereto will (i) subject to the HSR Act with respect provisions of this Section 3.1, including Section 3.1(b) and Section 3.1(d), use their reasonable best efforts to the transactions contemplated hereby obtain as promptly as practicable and advisable (as determined in good faith by Walgreens in accordance with the first sentence of Section 3.1(d)) all exemptions, authorizations, consents or approvals from, and to make all filings with and to give all notices to, all third parties, including any Governmental Entities, required in connection with the transactions contemplated by this Agreement and the other Transaction Documents, which, for the avoidance of doubt, shall include providing, as promptly as practicable and advisable, such information to any Governmental Entity as such Governmental Entity may request in connection therewith, and (ii) cooperate fully with the other parties hereto in promptly seeking to obtain all such exemptions, authorizations, consents or approvals and to make all such filings and give such notices. (b) Without limiting the generality of the foregoing, (1) as promptly as practicable and advisable (as determined in good faith by Walgreens in accordance with the first sentence of Section 3.1(d), but in any event within five ten (510) business days Business Days of the date of this Agreement Agreement, unless a later date is mutually agreed between the parties), the parties will file the Notification and Report Forms required under the HSR Act with the Federal Trade Commission and the United States Department of Justice (the date on which all such Notification and Report Forms required under the HSR Act have been initially filed, the “HSR Filing Date”) and (2) as promptly as practicable and advisable (as determined in good faith by Walgreens in accordance with the first sentence of Section 3.1(d)), file, make or give, as applicable, all other filings, requests and/or notices required under any other Antitrust Laws, in each case with respect to the Equity Transactions (the “Initial Filing Transaction”) (the filings, requests and notices described in the foregoing clauses (1) and (2), collectively, the “Initial Antitrust Filings”). In addition, if, on or prior to the one-year anniversary of the date on which the Initial Antitrust Clearance was obtained, the IOMS Rights Holder and its Designees (for the avoidance of doubt, expressly including for this purpose any Warrantholder (as defined in Warrant 1) pursuant to the exercise in-part of Warrant 1 pursuant to the terms thereof during the Warrant 1 Special Exercise Period) have not exceeded the then-current $500 million (as adjusted) or greater notification threshold under HSR Act Rule 801.1(h), 16 C.F.R. § 801.1(h), as promptly as practicable and advisable (as determined in good faith by Walgreens in accordance with the first sentence of Section 3.1(d), but in any event within ten (10) Business Days of such one-year anniversary, unless a later date is mutually agreed between the parties), the parties will file the Notification and Report Forms required under the HSR Act with the Federal Trade Commission and the United States Department of Justice with respect to the Equity Transactions in order to exceed the then-current $500 million (as adjusted) or greater notification threshold under HSR Act Rule 801.1(h), 16 C.F.R. § 801.1(h) (but not, for purposes of such filing, any greater notification threshold) (the “Second HSR Filing”, and the date on which all such Notification and Report Forms comprising the Second HSR Filing shall have been initially filed, the “Second HSR Filing Date”). In addition, following the receipt of the Initial Antitrust Clearance, to the extent required by applicable law (including, for the avoidance of doubt any Antitrust Law) in connection with any acquisition of shares of Common Stock comprising all or any portion of the Equity Transactions (in each case, whether in full or in part), the parties shall file, make or give, as applicable, as promptly as practicable and advisable (as determined in good faith by Walgreens in accordance with the first sentence of Section 3.1(d)), any further required filings, requests and/or notices required under any Antitrust Laws, including the HSR Act (collectively, the “Other Antitrust Filings” and any such acquisitions, “Other Equity Transactions”, provided that “Other Antitrust Filings” shall not include the Second HSR Filing). Without limiting the generality of the foregoing, each party agrees to supply as promptly as reasonably practicable and advisable to the appropriate Governmental Entities any additional information and documentary material that may be requested pursuant to the HSR Act or any other Antitrust Laws. (c) Subject to the terms and conditions hereof (including the remainder of this Section 3.1) and the other Transaction Documents, each of the parties hereto agrees to use their its reasonable best efforts to take all avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Governmental Entity, so as to enable the parties hereto to give effect to the transactions contemplated hereby and by the other actions necessary to cause Transaction Documents in accordance with the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicableterms hereof and thereof; provided, howeverthat notwithstanding anything to the contrary contained herein or in any of the other Transaction Documents, that nothing in this Agreement Section 3.1 shall require, or be construed to require, Parent any party hereto or any of its Affiliates to proffer agree to (and no party hereto (other than Walgreens with respect to its and/or its Affiliates own assets, businesses or interests, in each case other than WBAD or any of its subsidiaries) or any of its Affiliates will agree to, without the prior written consent of the other parties): (i) sell, hold separate, divest, discontinue or limit (or any conditions relating to, or agree tochanges or restrictions in, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, operation of) any assets, licenses, operations, rights, product linesbusinesses or interests of it or its Affiliates (irrespective of whether or not such assets, businesses or interest therein interests are related to, are the subject matter of Parent or could be affected by the transactions contemplated by the Transaction Documents); (ii) without limiting clause (i) in any Affiliate (respect, any conditions relating to, or to consent to any sale, divestiture, lease, license, transfer, disposition changes or other encumbrance by Parentrestrictions in, the Company or the Surviving Corporation operations of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent's ability to own or operate, any such assets, licensesbusinesses or interests that would reasonably be expected to adversely impact (x) the business of, operationsor the financial, rightsbusiness or strategic benefits of the transactions contemplated hereby or by any of the other Transaction Documents to it or its Affiliates, product linesor (y) any other assets, businesses or interests therein of it or Parent's ability to vote, transfer, receive dividends its Affiliates; or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company. (ciii) The Parties shall use reasonable best efforts to: without limiting clause (i) take all other actions necessary to cause the expiration or termination of in any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve respect, any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (iii) take, or cause to be taken, all actions necessary to obtain each consent, approval modification or waiver (if any) required to be obtained (pursuant to any Applicable Law or contract, or otherwise) by such Party in connection with of the transactions contemplated by this Agreement terms and to make effective such transactions. If any Governmental Authority, including any antitrust authority, seeks amendments to the transactions contemplated by conditions of this Agreement or commitments any of the other Transaction Documents that would reasonably be expected to be undertaken by any Party as a condition to refraining from seeking to block such transactionsadversely impact (x) the business of, allowing the applicable waiting period to expire or releasing such Governmental Authority's consent with respect to such transactionsfinancial, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation business or strategic benefits of the transactions contemplated hereby.hereby or by any of the other Transaction Documents to it or its Affiliates, or (y)

Efforts. (a) Subject to the terms and conditions of set forth in this Agreement, each of the Company and Parent Parties shall use their all commercially reasonable best efforts to taketake promptly, or cause to be taken, all actions actions, and to dodo promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law applicable Laws to consummate and make effective the Mergers and the other transactions contemplated by this Agreement as promptly as practicableAgreement, including (i) preparing obtaining all necessary actions or nonactions, waivers, consents, clearances, approvals, and filing expirations or terminations of waiting periods, including the Vowel Specified Approvals and the Consonant Specified Approvals, from Governmental Authorities and the making of all necessary registrations and filings and the taking of all steps as promptly as practicablemay be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Authority, (aii) and in any event within five (5) business days of the date of this Agreementobtaining all necessary consents, the submission of a continuing membership application with FINRA pursuant to NASD Rule 1017 approvals or waivers from third parties, and (biii) with the execution and delivery of any Governmental Authority or other third party all documentation to effect all additional instruments necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreement; provided, (ii) obtaining and maintaining all approvalshowever, consentsthat, registrationsexcept as otherwise expressly provided in this Agreement, permitsin no event shall Vowel or any of its Subsidiaries, authorizations and other confirmations or Consonant or any of its Subsidiaries or Holdco be required to be obtained from pay prior to the Effective Time any Governmental Authority fee, penalty or other consideration to any third party that are necessaryfor any consent or approval required for the consummation of the transactions contemplated by this Agreement under any contract or agreement in excess of $500,000. (b) Subject to the terms and conditions herein provided and without limiting the foregoing, proper the Parties shall (i) promptly, but in no event later than fifteen (15) Business Days after the date hereof (or advisable such later date as may be mutually agreed in writing by the Parties), file any and all required Notification and Report Forms under the HSR Act with respect to consummate the Mergers and the other transactions contemplated by this Agreement, and (iii) cooperating to the extent use commercially reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement. (b) In furtherance and not in limitation of the foregoing, each of Parent and the Company shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within five (5) business days of the date of this Agreement and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to use their reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent's ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent's ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company. (c) The Parties shall use reasonable best efforts to: (i) take all other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicablethe HSR Act; (ii) use commercially reasonable efforts to cooperate with each other in (x) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers, clearances, approvals, and expirations or terminations of waiting periods are required to be obtained from, any third parties or other Governmental Authorities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (y) timely making all such filings and timely seeking to obtain all such consents, permits, authorizations or approvals; (iii) supply to any Governmental Authorities as reasonably promptly as practicable any additional information or documents that may be requested pursuant to any Law or by such Governmental Authority; and (iv) take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby, including taking all such further action as may be necessary promptly to resolve such objections, if any, as the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, state antitrust enforcement authorities or competition authorities of any objections which other nation or other jurisdiction or any other Person may assert under any Law with respect to the transactions contemplated hereby, and to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Authority with respect to the Mergers so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than the Outside Date); provided, however, that nothing contained in this Agreement shall be deemed to require any Party or any Subsidiary or Affiliate thereof to agree to any Action of Divesture. (c) Subject to applicable legal limitations and the instructions of any Governmental Authority and the Confidentiality Agreements, Vowel and Consonant shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated thereby, including promptly furnishing the other with copies of notices or other communications received by Vowel or Consonant or any of their respective Affiliates, as the case may be, or any of their respective Subsidiaries, from any third party and/or any Governmental Authority with respect to such transactions. Vowel and Consonant shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Authority. Each of Vowel and Consonant agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the proposed transactions unless it consults with the other party in advance and, to the extent not prohibited by a Governmental Authority, gives the other party the opportunity to attend and participate. (d) In furtherance and not in limitation of the covenants of the Parties contained in Section 5.5(b), 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 Law, each of Vowel and Consonant shall cooperate in all respects with each other and shall use their respective commercially reasonable efforts to contest and resist any such Proceeding and 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 Mergers and the other transactions contemplated by this Agreement; and . (iiie) takeNotwithstanding the provisions of Sections 5.5(a)-(d), to the extent that a Party or cause its Affiliates has confidential information contained in any filing with or correspondence to a Governmental Authority, such Party shall not be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant share such portion of such filing or correspondence with the other Party. A Party may request entry into a joint defense agreement as a condition to providing any Applicable Law or contract, or otherwise) by such materials to another Party in connection with the transactions contemplated matters covered by this Agreement and to make effective such transactions. If any Governmental AuthoritySections 5.5(a)-(d) and, including any antitrust authority, seeks amendments to the transactions contemplated by this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority's consent with respect to such transactionsupon receipt of that request, the Parties shall commence and conduct work in good faith negotiations with each other for no less than fifteen (15) days to enter into a joint defense agreement to create and use their reasonable best efforts preserve attorney-client privilege in a form and in substance mutually acceptable to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation of the transactions contemplated herebyParties.

Efforts. (a) Subject to the terms and conditions hereof (including the remainder of this AgreementSection 3.1) and the other Transaction Documents, the Company and Parent each party shall use their its commercially 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 desirable under Applicable Law to consummate carry out the provisions hereof and thereof and give effect to the transactions contemplated by this Agreement as promptly as practicable, including (i) preparing hereby and filing as promptly as practicable, (a) and in any event within five (5) business days of the date of this Agreement, the submission of a continuing membership application with FINRA pursuant to NASD Rule 1017 and (b) with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreement, (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement. (b) thereby. In furtherance and not in limitation of the foregoing, each of Parent and the Company parties shall make an appropriate filing of a Notification and Report Form pursuant (i) subject to the HSR Act with respect provisions of this Section 3.1, use its commercially reasonable efforts to the transactions contemplated hereby obtain as promptly as reasonably practicable and advisable (as determined in any event within five (5good faith by Walmart after consultation with the Company in accordance with the first sentence of Section 3.1(d)) business days of the date of this Agreement all exemptions, authorizations, consents or approvals from, and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act make all filings with and to use their reasonable best efforts to take give all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer notices to, or agree toall third parties, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent's ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent's ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company. (c) The Parties shall use reasonable best efforts to: (i) take all other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (iii) takeEntities, or cause to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to any Applicable Law or contract, or otherwise) by such Party in connection with the transactions contemplated by this Agreement and the other Transaction Documents, which, for the avoidance of doubt, shall include providing, as promptly as reasonably practicable and advisable, such information to any Governmental Entity as such Governmental Entity may request in connection therewith, and (ii) cooperate fully with the other party in promptly seeking to obtain all such exemptions, authorizations, consents or approvals and to make effective all such transactions. If any Governmental Authorityfilings and give such notices. (b) Without limiting the generality of the foregoing, including any antitrust authority, seeks amendments and only to the transactions contemplated extent required by this Agreement Applicable Law (including, for the avoidance of doubt, any Antitrust Law), (i) as promptly as reasonably practicable after written notice from Walmart, and in any event no later than in accordance with established regulatory timeframes, the parties shall file any Notification and Report Forms required under the HSR Act with the Federal Trade Commission and the United States Department of Justice (the date on which all such Notification and Report Forms required under the HSR Act have been initially filed, the “HSR Filing Date if required”) and (ii) as promptly as reasonably practicable after written notice from Walmart, file, make or commitments to be undertaken by give, as applicable, all other filings, requests or notices required under any Party as a condition to refraining from seeking to block such transactionsother Antitrust Laws, allowing the applicable waiting period to expire or releasing such Governmental Authority's consent in each case with respect to such transactionsthe exercise of the Warrant Shares (the “Initial Filing Transaction”) (the filings, requests and notices described in the foregoing clauses (i) and (ii), collectively, the Parties “Initial Antitrust Filings”). Walmart shall commence be responsible for payment of all filing fees associated with the HSR Act and conduct any other Antitrust Laws. In addition, following the receipt of the Initial Antitrust Clearance, to the extent required by Applicable Law (including, for the avoidance of doubt, any Antitrust Law) in connection with any further exercise of Warrant Shares (in each case, whether in full or in part), the parties shall file, make or give, as applicable, as promptly as reasonably practicable and advisable (as determined in good faith negotiations by Walmart after consultation with the Company in accordance with the first sentence of Section 3.1(d)), any further required filings, requests or notices required under any Antitrust Laws, including the HSR Act (collectively, the “Other Antitrust Filings”). Without limiting the generality of the foregoing, each party shall supply as promptly as reasonably practicable to the appropriate Governmental Entities any information and documentary material that may be required pursuant to the HSR Act or any other for no less than fifteen Antitrust Laws. For purposes of this Agreement, the term “Initial Antitrust Clearance” as of any time means (15x) days prior to such time, the expiration or termination of the waiting period under the HSR Act and use their reasonable best efforts the receipt of all exemptions, authorizations, consents or approvals, the making of all filings and the giving of all notices, and the expiration of all waiting periods, pursuant to agree upon amendments any other Antitrust Laws, in each case to this Agreement which are necessary the extent required with respect to the Initial Filing Transaction, and (y) the absence at such time of any Applicable Law or Order issued by any court of competent jurisdiction or other legal restraint or prohibition under any Antitrust Law, in order to resolve each case that has the issues raised by such Governmental Authority and permit effect of preventing the consummation of the transactions contemplated herebyInitial Filing Transaction.

Efforts. At all times while this Agreement is in effect, Nuance shall use commercially reasonable efforts to exploit the Licence granted hereunder throughout the Territory, including but not limited to (a) offering for sale the Products in a fashion so that they shall be sold on a timely basis; (b) maintaining a sales force sufficient in number and appropriate training, skill or experience to provide effective distribution throughout all areas of the Territory (sales force can include independent sales representatives); (c) developing and maintaining good customer relations and advising Altamira immediately if Nuance becomes aware of any changes in the market, Complaints (as defined in Schedule 4) or other claims by customers or others regarding Altamira or the Products, (d) complying with any and all of Altamira’s requirements relating to quality control, disposition of damaged Products, or other matters relevant to this Agreement as set out in Schedule 4; (e) making no false or misleading representations or engaging in any other unfair or deceptive trade practices with respect to the Products; (f) making no public statements or remarks tending to denigrate the Products; and (g) complying with all Applicable Laws (as defined in Schedule 4), regulations and requirements in the performance of all Nuance’s obligations under this Agreement and in any dealings with the Products and customers. Altamira will facilitate the Development, Commercialization and Manufacturing of the Products in the Territory by providing Nuance access to, and a right of reference with respect to, all regulatory filings, applications, approvals, permits, data, registration dossiers and corresponding documentation controlled by Altamira or its affiliates and any materials or documents as required by competent regulatory authorities for the registration of the Products in the Territory at any time during the Term, to the extent necessary for the purposes of Developing, seeking and securing regulatory approvals for, and Commercializing the Products in the Territory (the “Regulatory Support Documents”). Subject to the terms and conditions of this Agreement, during the Company and Parent shall Term, Altamira will use their reasonable best efforts to takegrant Nuance access to, or cause and a right of reference with respect to be takenRegulatory Support Documents generated by any of Altamira’s licensees, all actions and to dothe extent Altamira has control of such Regulatory Support Documents. The foregoing rights include without limitation the right for Nuance and, or cause to be done, all things necessary, proper or advisable the extent permitted under Applicable Law to consummate the transactions contemplated by this Agreement as promptly as practicable, including (i) preparing and filing as promptly as practicable, (a) and in any event within five (5) business days of the date of this Agreement, the submission of a continuing membership application with FINRA pursuant to NASD Rule 1017 its affiliates and (b) with any Governmental Authority or other third party all documentation to effect all necessary filingssublicensees, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreement, (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement. (b) In furtherance and not in limitation of the foregoing, each of Parent and the Company shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within five (5) business days of the date of this Agreement and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to use their reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent's ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent's ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company. (c) The Parties shall use reasonable best efforts to: (i) take all other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (iii) take, or cause to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to any Applicable Law or contract, or otherwise) by such Party in connection with the transactions contemplated by this Agreement and to make effective copies of and reproduce such transactions. If any Governmental Authority, including any antitrust authority, seeks amendments to documentation and information for the transactions contemplated by this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority's consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation of the transactions contemplated herebypurposes set forth herein.

Efforts. (a) Subject to the terms and conditions of set forth in this Agreement, each of the Company and Parent parties hereto shall use their its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law applicable Laws or otherwise to consummate and make effective the transactions contemplated by this Agreement Transactions as promptly as practicable, including (i) preparing the obtaining of all necessary actions or non-actions, waivers, consents, clearances, approvals, and filing expirations or terminations of waiting periods from Governmental Authorities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Authority, including in connection with any Regulatory Law (all of the foregoing, collectively, the “Governmental Consents”), (ii) the delivery of required notices to, and the obtaining of all necessary consents, approvals or waivers from third parties and (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions; provided, that in no event shall the Company or any of the Company Subsidiaries be required to pay prior to the Closing any fee, penalty or other consideration to any third party for any consent or approval required for the consummation of the Transactions under any contract or agreement. (b) Subject to the terms and conditions herein provided and without limiting the foregoing, the Company and Parent shall cooperate with each other in (i) determining whether any filings are required to be made with, or Governmental Consents are required to be obtained from, any Governmental Authorities (including in any foreign jurisdiction in which the Company or any Company Subsidiary are operating any business) and (ii) to the extent not made prior to the date hereof, timely making or causing to be made all such applications and filings as reasonably determined by Parent and the Company as promptly as practicable, (a) and in any event within five as of the date hereof with respect to filings or submissions required under the HSR Act. Each party shall supply as promptly as practicable such information, documentation, other material or testimony that may be requested by any Governmental Authority, including by complying at the earliest reasonably practicable date with any request under or with respect to the HSR Act, any other Governmental Consent and any such other applicable Laws for additional information, documents or other materials received by Parent or the Company or any of their respective Subsidiaries from the Federal Trade Commission or the Department of Justice, or any other Governmental Authority in connection with such applications or filings or the Transactions. (5c) business Without limiting any of its other obligations hereunder, Parent and Merger Sub shall take all such further action as may be necessary to resolve such objections, if any, as the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, state antitrust enforcement authorities, or competition authorities of any other nation or other jurisdiction (including multinational or supranational), or any other Person, may assert under any Regulatory Law with respect to the Transactions, and to avoid or eliminate each and every impediment under any Regulatory Law that may be asserted by any Person with respect to the Merger, in each case so as to enable the Merger and the Transactions to occur as soon as possible (and in any event no later than sixty (60) days of from the date of this Agreement), including by proposing, negotiating, committing to and effecting, by agreement, consent decree, hold separate order, trust or otherwise, (x) the submission sale, divestiture or disposition of a continuing membership application with FINRA pursuant to NASD Rule 1017 and (b) with any Governmental Authority such assets, businesses, services, products or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment product lines of Parent or the Company (or any of their respective Subsidiaries or Affiliates) or behavioral limitations, conduct restrictions or commitments with respect to any such assets, businesses, services, products or product lines of Parent or the Company (or any of their respective Subsidiaries or Affiliates), (y) the creation or termination of relationships, ventures, contractual rights or obligations of the Company or Parent or their respective Subsidiaries or Affiliates and (z) any other actions that would limit the freedom of action of Parent, the Company or any of their respective Subsidiaries or affiliates with respect to, or its ability to retain, one or more of its or its Subsidiaries’ (including the Company’s or the Surviving Corporation’s) or Affiliates’ assets, advisable businesses, services, products or product lines, in each case as may be required in order to consummate obtain all required Governmental Consents as promptly as practicable (including expirations or terminations of waiting periods whether imposed by Law or agreement) 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, which would otherwise have the effect of preventing the consummation of the Merger or the transactions contemplated by this AgreementAgreement or delaying any of the foregoing beyond the End Date (each of (x), (y) and (z), a “Divestiture Action”). Neither the Company nor any Company Subsidiaries shall, without Parent’s prior written consent, and neither Parent nor any of its Subsidiaries shall, without the Company’s prior written consent, discuss or commit to any extension of any waiting period under any Regulatory Law or any agreement not to consummate the Merger or any of the Transactions. None of Parent, Merger Sub or the Company shall be required to take any action pursuant to this Section 6.10 unless it is expressly conditioned on the effectiveness of the Merger. (d) Without limiting the foregoing and subject to applicable legal limitations and the instructions of any Governmental Authority, each of the Company and Parent agrees (i) to cooperate and consult with each other in connection with the making of all registrations, filings, notifications, communications, submissions and any other material actions pursuant to this Section 6.10, (ii) obtaining to furnish to the other such necessary information and maintaining all approvalsassistance as the other may reasonably request in connection with its preparation of any notifications or filings, consents, registrations, permits, authorizations and (iii) to keep each other confirmations required apprised of the status of matters relating to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the completion of the transactions contemplated by this Agreementtherein, and (iii) cooperating to the extent reasonable with including promptly furnishing the other parties hereto in their efforts to comply with their obligations under this Agreement. (b) In furtherance and not in limitation copies of the foregoing, each of Parent and the Company shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within five (5) business days of the date of this Agreement and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to use their reasonable best efforts to take all notices or other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable; provided, however, that nothing in this Agreement shall requirecommunications received by such party from, or be construed to require, Parent to proffer given by such party to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent's ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent's ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company. (c) The Parties shall use reasonable best efforts to: (i) take all other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by third party and/or any Governmental Authority with respect to the Transactions, (iv) to permit the other party to review and to incorporate the other party’s reasonable comments in any communication to be given by it to any Governmental Authority with respect to obtaining the necessary approvals for the Transactions and (v) not to participate in any meeting or discussion in person or by telephone expected to address substantive matters related to the transactions contemplated by this Agreement; and (iii) take, or cause to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to herein with any Applicable Law or contract, or otherwise) by such Party Governmental Authority in connection with the transactions contemplated Transactions unless, to the extent not prohibited by this Agreement and to make effective such transactions. If any Governmental Authority, it gives the other party reasonable notice thereof and the opportunity to attend and observe. The parties shall take reasonable efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 6.10 in a manner so as to preserve any applicable privilege. Parent and the Company may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.10.(d) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (Parent or the Company, as the case may be) or its legal counsel. (e) For purposes of this Agreement, “Regulatory Law” means the ▇▇▇▇▇▇▇ Act, the ▇▇▇▇▇▇▇ Act, the HSR Act, the Federal Trade Commission Act, the EC Merger Regulation, and all other applicable federal, state, foreign, multinational or supranational statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws, including, without limitation, any applicable antitrust, competition or trade regulation Laws, that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition through merger or acquisition and including any antitrust authority, seeks amendments Laws that relate to the transactions contemplated by this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority's consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation of the transactions contemplated herebyforeign investments.

Efforts. (a) Subject to the terms and conditions hereof and Section 5.1(j) of this Agreementthe Seller Disclosure Schedules, the Company Parties shall cooperate and Parent shall use their 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 under Applicable Law to consummate and make effective the Transaction and the other transactions contemplated by this Agreement and to cause the conditions to each other’s obligation to close the Transaction as set forth in Article VIII to be satisfied, including all actions and all things necessary for it (i) to comply promptly with all legal requirements which may be imposed on it with respect to this Agreement and the Transaction (which actions shall include furnishing all information required by applicable Law in connection with approvals of or filings with any Governmental Entity); (ii) to satisfy as promptly as practicablepracticable all the conditions precedent to the obligations of each such Party hereto; and (iii) to obtain any Approval of, including (i) preparing and filing as promptly as practicableor any exemption by, (a) and any Governmental Entity required to be obtained or made by the Parties in any event within five (5) business days connection with the acquisition of the date of this Agreement, the submission of a continuing membership application with FINRA pursuant to NASD Rule 1017 and (b) with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent Purchased Assets or the Company, advisable to consummate the transactions taking of any action contemplated by this Agreement, (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and . The Parties shall cooperate with each other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and (iii) cooperating to the extent reasonable in connection with the other parties hereto in their efforts to comply with their obligations under this Agreementforegoing. (b) In furtherance and not in limitation of the foregoing, each of Parent and the Company Parties shall use their best efforts to (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transaction and the other transactions contemplated hereby by this Agreement as promptly as practicable following the date hereof and in any event within five no later than ten (510) business days Business Days following the date hereof; and (ii) file applications (or drafts thereof where applicable) with any applicable Governmental Entity whose Approval is required in connection with the consummation of the date of this Agreement and to supply Transaction as promptly as practicable following the date hereof and in any additional information event no later than ten (10) Business Days following the date hereof. The Parties shall cooperate and documentary material that may be requested pursuant to the HSR Act and to use their reasonable best efforts to take all other actions necessary obtain any Regulatory Approvals required for the Closing, to cause respond to any requests for information from a Governmental Entity, and to contest and resist any Proceeding and to have vacated, lifted, reversed or overturned any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the expiration or termination consummation of the Transaction. To the extent permitted by applicable waiting periods under the HSR Act as soon as practicable; provided, however, that nothing in this Agreement shall require, or be construed Law and subject to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actionsSection 5.1(f) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent's ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent's ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to competitively sensitive information, the stock Parties shall provide each other copies of all correspondence, filings or communications (or memoranda setting forth the Surviving Corporation if substance thereof) between such Party or its Affiliates or Representatives, on the one hand, and any such action is reasonably likely Governmental Entity, on the other hand, with respect to have a Material Adverse Effect on Parent this Agreement or the CompanyTransaction. The Parties shall notify and keep each other advised as to (i) any communication from any Governmental Entity regarding the Transaction and (ii) any Proceeding pending and known to such Party or, to its knowledge, threatened, which challenges the Transaction. (c) The Parties Unless otherwise agreed in writing by the Parties, Purchaser shall use reasonable best efforts to: prepare and provide as promptly as practicable all documentation requested by the EC in connection with its review of Purchaser as an acceptable purchaser of the Business, the terms of this Agreement or the terms of any of the other Transaction Documents. (id) take all other Purchaser will not take, or cause to be taken by any of its Affiliates, any actions necessary or do, or cause to be done by any of its Affiliates, any things that would be reasonably likely to delay the obtaining of the Regulatory Approvals required for the Closing or to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority with respect Entity to object to the transactions contemplated by this Agreement; Agreement or any other Transaction Document, including acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar or related to the Business. (e) If staff of the EC notifies Seller or Purchaser that this Agreement or any of the Transaction Documents is not an acceptable manner of divesting the Purchased Assets and (iii) takeits Approval is being withheld pending modification of the terms or provisions of this Agreement or any other Transaction Document, or cause as applicable, subject to be takenSection 5.1(j), all actions necessary Seller and Purchaser shall cooperate in good faith to obtain each consentamend this Agreement to reflect any reasonable changes requested by the EC in a manner that, approval or waiver (if any) required to the fullest extent possible, preserves the economic benefits intended to be obtained (pursuant to any Applicable Law or contract, or otherwise) by such Party the Parties in connection with the transactions contemplated by this Agreement and the other Transaction Documents. (f) Subject to make effective applicable Laws, Purchaser and Seller shall, upon request by the other, furnish Seller or Purchaser, as applicable, with all information concerning itself, its business and operations, its Affiliates, directors, officers or equityholders, as applicable, and such transactions. If other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made (or to be made) by or on behalf of Purchaser, Seller or any of their respective Affiliates to any Governmental Authority, including any antitrust authority, seeks amendments to Entity in connection with the transactions contemplated by this Agreement or commitments any other Transaction Document. Notwithstanding the foregoing, in connection with the performance of each Party’s respective obligations, Seller and Purchaser may, as each determines is reasonably necessary, designate competitively sensitive material provided to the other pursuant to this Section 5.1(f) as “Outside Counsel Only.” Such materials and the information contained therein shall be undertaken given only to the outside legal counsel of the recipient and will not be disclosed by any Party such outside counsel to directors, officers or employees of the recipient unless express permission is obtained in advance from the source of the materials (Seller or Purchaser, as a condition the case may be) or its legal counsel. Notwithstanding anything to refraining from seeking the contrary in this Section 5.1(f), materials provided to block such transactionsthe other Parties or their counsel may be redacted to remove references concerning the valuation of the Business. (g) Without limiting the generality of the foregoing, allowing the applicable waiting period to expire or releasing such Governmental Authority's consent with respect to such transactions, the Parties Purchaser shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable its best efforts to take, or cause to be taken, any and all actions and do, or cause to be done, any and all things necessary, proper or advisable to avoid, eliminate and resolve each and every impediment and obtain all Regulatory Approvals required for the Closing, as promptly as practicable, including offering to (i) sell or otherwise dispose of, or hold separate and agree upon amendments to this Agreement which are sell or otherwise dispose of specific assets or categories of assets or businesses of the Business or any other assets or businesses now owned or presently or hereafter sought to be acquired by Purchaser or its Affiliates; (ii) terminate any existing relationships and contractual rights and obligations; (iii) amend or terminate such existing licenses or other intellectual property agreements and enter into such new licenses or other intellectual property agreements; (iv) take any and all actions and make any and all behavioral commitments, whether or not they limit or modify Purchaser’s or its Affiliates’ rights of ownership in, or ability to conduct the business of, one or more of its or their operations, divisions, businesses, product lines, customers or assets, including, after the Closing, the Business or any of the Purchased Assets; and (v) enter into agreements, including with the relevant Governmental Entity, giving effect to the foregoing clauses (i) through (iv), in each case as promptly as practicable (but in any event prior to the Outside Date) after it is determined that such action is necessary in order to resolve the issues raised by such Governmental Authority and permit the obtain approval for consummation of the transactions contemplated herebyby this Agreement by any Governmental Entity. In furtherance of the foregoing, Purchaser shall, and shall cause its Subsidiaries to, keep Seller fully informed of all matters, discussions and activities relating to any of the matters described in or contemplated by clauses (i) through (v) of this Section 5.1(g). (h) Notwithstanding the foregoing or anything to the contrary in this Agreement, nothing in this Agreement shall require the Parties to take or agree to take any action pursuant to Section 5.1(g) with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing. (i) Without limiting the generality of the foregoing, subject to Section 2.12 with respect to Non-Regulatory Approvals, Purchaser agrees to provide such security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Entity or other third party whose Approval is sought in connection with the Transaction and the other transactions contemplated by this Agreement. Whether or not the Transaction is consummated, Purchaser shall be responsible for the filing fee under the HSR Act. (j) Any provision in this Agreement notwithstanding, none of Seller, the other Seller Entities or any of their respective Affiliates shall under any circumstance be required to pay or commit to pay any amount or incur any obligation in favor of or offer or grant any accommodation (financial or otherwise, regardless of any provision to the contrary in the underlying Contract, including any requirements for the securing or posting of any bonds, letters of credit or similar instruments, or the furnishing of any guarantees) to any Person to obtain any Approval, including the actions set forth in this Section 5.1 or Section 2.12, except as set forth on Section 5.1(j) of the Seller Disclosure Schedules. Subject to Seller’s compliance with this Section 5.1 and Section 2.12, none of Seller, the Seller Entities or any of their respective Affiliates shall have any Liability whatsoever to Purchaser arising out of or relating to the failure to obtain any Approvals that may be required in connection with the Transaction and the other transactions contemplated by this Agreement or because of the termination of any Contract as a result thereof. Purchaser acknowledges that no representation, warranty or covenant of Seller contained herein shall be breached or deemed breached solely as a result of (i) the failure to obtain any Approval, (ii) any such termination of a Contract, or (iii) any Proceeding commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such Approval or any such termination.

Efforts. (a) Subject to the terms and conditions of set forth in this Agreement, each of the Company parties hereto shall, and Parent shall cause its Subsidiaries to, use their its reasonable best efforts (subject to, and in accordance with, applicable Law) to taketake promptly, or to cause to be taken, all actions actions, and to dodo promptly, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law to consummate and make effective the Merger and the other transactions contemplated hereby, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby and (iv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by this Agreement as promptly as practicablehereby; provided, including however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Effective Time any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Merger under any Contract (other than de minimis amounts or if Parent and Merger Sub have provided adequate assurance of repayment). (b) Subject to the terms and conditions herein provided and without limiting the foregoing, the Company and Parent shall (i) preparing and filing as promptly as practicablepracticable after the date hereof, make their respective filings and thereafter make any other required submissions under the HSR Act, (aii) use reasonable best efforts to cooperate with each other in (x) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers or approvals are required to be obtained from, any third parties or other Governmental Entities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (y) timely making all such filings and timely seeking all such consents, permits, authorizations or approvals, (iii) use reasonable best efforts to take, or to cause to be taken, all other actions and to do, or to cause to be done, all other things necessary, proper or advisable to consummate and make effective the Merger and the other transactions contemplated hereby, including taking all such further action as reasonably may be necessary to resolve such objections, if any, as the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, state or foreign antitrust enforcement authorities or competition authorities, other Governmental Entities in connection with the Specified Regulatory Clearances, or other state or federal regulatory authorities of any other nation or other jurisdiction or any other person may assert under Regulatory Law (as hereinafter defined) with respect to the Merger and the other transactions contemplated hereby, and to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible (and in any event within five no later than the End Date (5as hereinafter defined)), and (iv) business days subject to applicable legal limitations and the instructions of any Governmental Entity, keep each other apprised of the date status of this Agreement, matters relating to the submission completion of a continuing membership application with FINRA pursuant to NASD Rule 1017 and (b) with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreement, (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and (iii) cooperating including to the extent reasonable with permitted by Law promptly furnishing the other parties hereto in with copies of notices or other communications received by the Company or Parent, as the case may be, or any of their efforts to comply Subsidiaries, from any third party and/or any Governmental Entity with their obligations under this Agreementrespect thereto. (bc) In Subject to Section 5.11, and in furtherance and not in limitation of the foregoingcovenants of the parties contained in this Section 5.6, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger or any other transaction contemplated by this Agreement, each of Parent and the Company and Parent shall make an appropriate filing of a Notification cooperate in all respects with each other and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within five (5) business days of the date of this Agreement and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to shall use their respective reasonable best efforts to take all contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other actions necessary to cause the expiration order, whether temporary, preliminary or termination permanent, that is in effect and that prohibits, prevents or restricts consummation of the applicable waiting periods under Merger or any other transactions contemplated hereby. Notwithstanding the HSR Act as soon as practicable; providedforegoing or any other provision of this Agreement, however, that nothing in this Section 5.6 shall limit a party's right to terminate this Agreement shall require, or be construed pursuant to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actionsSection 7.1(b)(i) or (ii) so long as such party has, prior to agree to any material changes (including through a licensing arrangement) or restriction onsuch termination, or other impairment of Parent's ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent's ability to vote, transfer, receive dividends or otherwise exercise full ownership rights complied with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Companyits obligations under this Section 5.6. (cd) The Parties shall use reasonable best efforts For purposes of this Agreement, "Regulatory Law" means any and all state, federal and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws requiring notice to: (i) take all other actions necessary to cause , filings with, or the expiration consent or termination of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by approval of, any Governmental Authority with respect to the transactions contemplated by this Agreement; and (iii) takeEntity, or that otherwise may cause to be takenany restriction, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to any Applicable Law or contract, or otherwise) by such Party in connection with the transactions contemplated by this Agreement Merger and to make effective such transactions. If any Governmental Authority, including any antitrust authority, seeks amendments to the transactions contemplated by this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactionsthereby, allowing including (i) the applicable waiting period to expire or releasing such Governmental Authority's consent with respect to such transactionsSherman Act of 1890, the Parties shall commence Clayton Antitrust Act of 1914, the HSR Act, ▇▇▇ ▇▇deral Trade Commis▇▇▇▇ ▇▇t of 1914 and conduct good faith negotiations with each all other for no less than fifteen Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition through merger or acquisition, (15ii) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve any Law governing the issues raised by such Governmental Authority and permit the consummation direct or indirect ownership or control of any of the transactions contemplated herebyoperations or assets of the Company and its Subsidiaries or (iii) any Law with the purpose of protecting the national security or the national economy of any nation.

Efforts. (a) Subject to the terms and conditions of this Agreement, Purchaser and the Company and Parent Seller shall use their respective reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly take, or cause to be taken, all actions actions, and to do, or cause to be done, and assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law to consummate cause the transactions contemplated by this Agreement conditions to the Closing to be satisfied as promptly as practicable and to consummate and make effective, in the most expeditious manner practicable, the Transactions, including (i) preparing and filing as promptly as practicable, (a) and in any event within five (5) business days of the date of this Agreement, the submission of a continuing membership application with FINRA pursuant to NASD Rule 1017 and (b) with any Governmental Authority or other third party fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreementdocuments, (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained Consents from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this AgreementTransactions, and (iii) cooperating executing and delivering any additional instruments necessary to consummate the extent reasonable Transactions and (iv) defending or contesting in good faith any Action brought by a third party that could otherwise prevent or impede, interfere with, hinder or delay in any material respect the consummation of the Transactions, in the case of each of clauses (i) through (iv), other than with the respect to filings, notices, petitions, statements, registrations, submissions of information, applications and other parties hereto Consents relating to (A) Antitrust Laws, which are dealt with in their efforts to comply Sections 7.01(b) and (c) and (B) Transferred Assets, which are dealt with their obligations under this Agreementin Section 2.04. (b) In furtherance and not in limitation Each of the foregoing, each of Parent and the Company shall parties hereto agrees to (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby Transactions (which shall request the early termination of any waiting period applicable to the Transactions under the HSR Act) and any required notification under any other Antitrust Laws as promptly as reasonably practicable following the date of this Agreement, and in any event within five fifteen (515) business days of Business Days following the date of this Agreement Agreement, and to (ii) supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and such other Antitrust Laws and to use their reasonable best efforts promptly take any and all steps necessary to take avoid or eliminate each and every impediment and obtain all other Consents under any Antitrust Laws that may be required by any foreign or U.S. federal, state or local Governmental Authority, in each case with competent jurisdiction so as to enable the parties hereto to consummate the Transactions prior to the Termination Date. Without limiting the foregoing, Purchaser shall promptly take, or cause to be taken, any and all actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent's ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent's ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company. (c) The Parties shall use reasonable best efforts to: (i) take all other actions necessary to cause secure the expiration or termination of any applicable waiting periods period under Applicable the HSR Act (“HSR Approval”) or any other Antitrust Law as soon as practicableor any other Consent under Antitrust Laws, and resolve any objections asserted with respect to the Transactions under the Federal Trade Commission Act or any other applicable Law raised by any Governmental Authority, in order to prevent the entry of, or to have vacated, lifted, reversed or overturned, any Restraint that would prevent, prohibit or restrict the consummation of the Transactions or delay the consummation of the Transactions beyond the Termination Date, including (i) (A) executing settlements, undertakings, consent decrees, stipulations or other agreements with any Governmental Authority or with any other Person, (B) selling, divesting or otherwise conveying or holding separate particular assets or categories of assets used in or businesses of the Purchaser U.S. Business (including, after the Closing, any Transferred Assets), (C) agreeing to sell, divest or otherwise convey or hold separate any particular assets or categories of assets used in or businesses of the Purchaser U.S. Business (including, after the Closing, any Transferred Assets), (D) terminating existing relationships, contractual rights or obligations of Purchaser or any of its Affiliates, (E) terminating any joint venture or other arrangement or (F) creating any relationship, contractual right or obligation of Purchaser or any of its Affiliates (and, in each case, entering into agreements or stipulating to the entry of any Judgment by, or filing appropriate applications with, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other Governmental Authority in connection with any of the foregoing and, in the case of actions by or with respect to the Seller, by consenting to such action by the Seller (including any Consents required under this Agreement or the other Transaction Documents with respect to such action); provided that any such action may, at the discretion of the Seller, be conditioned upon the Closing) and (ii) defending through litigation any claim asserted in a court or administrative or other tribunal by any Person (including any Governmental Authority) in order to avoid entry of, or to have vacated or terminated, any Restraint that would or would reasonably be expected to prevent the Closing from occurring prior to the Termination Date. All such efforts shall be unconditional and shall not be qualified in any manner and no actions taken pursuant to this Section 7.01 shall be considered for purposes of determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur. Purchaser will not withdraw its initial filing pursuant to the HSR Act or any other Antitrust Law, as the case may be, and refile any of them, unless the Seller has consented in advance to such withdrawal and refiling (which consent shall not be unreasonably withheld, conditioned or delayed), in which case such refiling shall be made promptly. Purchaser shall respond to and seek to resolve as promptly as reasonably practicable any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated Transactions. The Seller and Purchaser and any of their respective Affiliates shall not take any action with the intention to, or that could reasonably be expected to, hinder or delay the expiration or termination of any waiting period under the HSR Act or the obtaining of the approval of the DOJ or FTC as necessary. Nothing in this Agreement shall require any party to take or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing. Purchaser and the Seller shall jointly, and on an equal basis (x) control the strategy for obtaining any Consents from any Governmental Authority in connection with the Transactions and (y) coordinate the overall development of the positions to be taken and the regulatory actions to be requested in any filing or submission with a Governmental Authority in connection with the Transactions and in connection with any investigation or other inquiry or litigation by this Agreement; or before, or any negotiations with, a Governmental Authority relating to the Transactions and of all other regulatory matters incidental thereto. Neither Purchaser nor Seller shall commit to or agree with any Governmental Authority to stay, toll or extend any applicable waiting period under the HSR Act or any other Antitrust Laws or enter into a timing agreement with any Governmental Authority, without the prior written consent of the other party. (c) Each of the parties hereto shall use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing, submission or written communication with a Governmental Authority in connection with the Transactions and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by a private person, and allow the other party to review in advance and consider in good faith the views of the other party with respect to such filing, submission, or written communication, (ii) keep the other parties hereto informed in all material respects and on a reasonably timely basis of any material communication received by such party from, or given by such party to, the FTC, the DOJ or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private Person, in each case regarding any of the Transactions, (iii) takesubject to applicable Laws relating to the exchange of information, and to the extent reasonably practicable, consult with the other parties hereto with respect to information relating to the other parties hereto and their respective Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third Person or any Governmental Authority in connection with the Transactions, other than “4(c) documents” as that term is used in the rules and regulations under the HSR Act, and (iv) to the extent permitted by the FTC, the DOJ or such other applicable Governmental Authority or other Person, give the other parties hereto prompt notice of, and the reasonable opportunity to attend and participate in, such meetings and conferences. (d) Notwithstanding anything to the contrary in Section 2.04, Purchaser and the members of the Seller Group shall cooperate and shall cause their Affiliates to cooperate using their respective commercially reasonable efforts to transfer, obtain, or to cause to be transferred or obtained, prior to the Closing or as soon as practicable thereafter, any Environmental Permit necessary for Purchaser to own and operate the Business and the Transferred Assets. In furtherance of the foregoing, (i) during the period commencing on the date hereof and continuing until six (6) months after the Closing, each of Purchaser and the members of the Seller Group shall provide or cause to be takenprovided to the other parties all commercially reasonable assistance as is reasonably requested in connection with transferring or obtaining (and/or terminating, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to any Applicable by Law or contractEnvironmental Law) any such Environmental Permits, and (ii) if any Environmental Permits are not transferred or otherwise) obtained prior to the Closing, pending the earlier of obtaining such Environmental Permit or the expiration of such six (6)-month period, Purchaser and each member of the Seller Group shall use commercially reasonable efforts to cooperate in any lawful and reasonable arrangement reasonably proposed by either Purchaser or any member of the Seller Group under which Purchaser shall obtain the benefit of and bear the burdens and obligations of ownership of any such Party Environmental Permits held by a member of the Seller Group in connection with the transactions contemplated ownership or operation of the Business or the Transferred Assets; provided that no member of the Seller Group shall be required to pay any consideration therefor, or to commence, defend or participate in any litigation or offer or grant any accommodation (financial or otherwise) to any third party; provided, further, that Purchaser shall indemnify and hold harmless the Seller Indemnitees from and against any actual Losses arising out of or relating to any Environmental Permit held by any member of the Seller Group for the benefit of Purchaser pursuant to any arrangement established pursuant to clause (ii), to the extent related to any period of such arrangement. If such Environmental Permit is not transferred or obtained prior to the expiration of such six (6) month period, the members of the Seller Group will be deemed to have fulfilled its obligations under this Agreement and under no circumstances shall the Purchase Price be reduced, or any member of the Seller Group or its Affiliates be subject to any liability or cost, on account of the Purchaser’s failure to obtain any such Environmental Permit. (e) Notwithstanding anything to the contrary in this Agreement, the Seller and its Affiliates shall have no obligation to pay money or offer or make effective such transactions. If any concession or grant any accommodation (financial or otherwise) to any Governmental Authority, including any antitrust authority, seeks amendments to Authority or other third party in connection with the transactions contemplated by performance of their respective obligations under this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority's consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation of the transactions contemplated herebySection 7.01.

Efforts. (a) Subject to the terms and conditions herein provided (including paragraph (c) below), each of this Agreement, the Company Purchaser and Parent Sellers shall use their reasonable best efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law this Agreement and applicable Laws to consummate and make effective as promptly as practicable after the date hereof the transactions contemplated by this Agreement, including (i) preparing as promptly as practicable all necessary applications, notices, petitions, filings, ruling requests, and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any Governmental Entity in order to consummate the transactions contemplated by this Agreement (collectively, the “Governmental Approvals“) and (ii) as promptly as practicable, including (i) preparing and filing practicable taking all steps as promptly as practicable, (a) and in any event within five (5) business days of the date of this Agreement, the submission of a continuing membership application with FINRA pursuant may be necessary to NASD Rule 1017 and (b) with any obtain all such Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreement, (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement. (b) Approvals. In furtherance and not in limitation of the foregoing, each of Parent and the Company shall Party hereto agrees to (A) make an appropriate and complete filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within five ten (510) business days Business Days of the date of this Agreement Agreement, and (B) not extend any waiting period under the HSR Act or any other Antitrust Law, nor enter into any agreement with the United States Federal Trade Commission (the “FTC“) or the United States Department of Justice (the “DOJ“) or any other Governmental Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other Party (which shall not be unreasonably withheld, conditioned or delayed). Each Party shall supply as promptly as practicable any additional information and documentary material or documentation that may be requested pursuant to the HSR Act or any other Antitrust Law and, subject to the terms and to conditions herein provided (including paragraph (c) below), use their its reasonable best efforts to take all other actions necessary necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Antitrust Law as soon as practicable; providedpossible. (b) Each of Purchaser and Sellers shall, however, that nothing in connection with the actions referenced in Section 5.3(a) to obtain all Governmental Approvals for the transactions contemplated by this Agreement shall requireunder the HSR Act or any other Antitrust Law, (i) cooperate in all respects with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other Party and/or its counsel informed of any communication received by such party from, or be construed to require, Parent to proffer given by such party to, or agree tothe FTC, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent DOJ or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition other U.S. or other encumbrance by Parent, the Company or the Surviving Corporation Governmental Entity and of any of their respective assetscommunication received or given in connection with any proceeding by a private party, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take in each case regarding any of the foregoing actionstransactions contemplated hereby, unless any such Governmental Entity restricts the provision of such information to the other Party; (iii) consult with each other in advance of any meeting or conference with the FTC, the DOJ or any other Governmental Entity or, in connection with any proceeding by a private party, with any other person, and to the extent permitted by the FTC, the DOJ or such other Governmental Entity or other person, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences; and (iv) permit the other party and/or its counsel to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Governmental Entity; provided that materials may be redacted to remove references concerning the valuation of the businesses of Sellers or Purchaser. Purchaser and Sellers, as each deems advisable and necessary, reasonably designate any competitively sensitive material to be provided to the other under this Section 5.3(b) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (Purchaser or Sellers, as the case may be) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent's ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent's ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Companyits legal counsel. (c) The In furtherance and not in limitation of the covenants of the Parties contained in Sections 5.3(a) and 5.3(b), Purchaser shall use its reasonable best efforts to: (i) take all avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other actions necessary to cause order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the expiration Closing on or termination of before the Outside Date, including defending through litigation on the merits any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve claim asserted in any objections which may be asserted by any Governmental Authority court with respect to the transactions contemplated by this AgreementAgreement by the FTC, the DOJ or any other applicable Governmental Entity or any private party; and (iiiii) takeavoid or eliminate each and every impediment under any Antitrust Law so as to enable the Closing to occur as soon as possible (and in any event no later than the Outside Date). Without limiting the immediately preceding sentence, or cause the obligations set forth in the immediately preceding sentence to be takenuse reasonable best efforts shall require Purchaser to (x) propose, all actions necessary negotiate, commit to obtain each consentand effect, approval or waiver (if any) required to be obtained (pursuant to any Applicable Law or contractby consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any of the businesses, product lines or assets of Waste Connections or its Subsidiaries or the Transferred Group (collectively, the “Subject Assets“), (y) otherwise take or commit to take actions that after the Closing would limit Purchaser’s and/or its Subsidiaries’ freedom of action with respect to, or its or their ability to operate and/or retain, one or more of the Subject Assets, and (z) agree to divest, sell, dispose of, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or Purchaser’s or its Subsidiaries’ freedom of action with respect to, or its or their ability to operate or retain, any of the Subject Assets; provided, however, that any action contemplated by such Party clauses (x), (y) and (z) may be conditioned upon the consummation of the transactions contemplated by this Agreement. It shall not be deemed a failure to satisfy the conditions specified in Section 8.1(a) if, as a result of any suit brought by any Person or Governmental Authority challenging the transactions contemplated by this Agreement as violating any Antitrust Law, a court enters or the applicable Governmental Authority makes an order or decree permitting the transactions contemplated by this Agreement, but requiring that any of the Subject Assets be divested or held separate by Purchaser, or that would otherwise limit Purchaser’s freedom of action with respect to, or its ability to operate and retain, the Subject Assets. (d) Without limiting any other obligation under this Agreement, during the period from the date of this Agreement until the Closing Date, each of Purchaser and Sellers shall not, and shall cause its Subsidiaries and controlled Affiliates to not, take or agree to take any action that would reasonably be expected to prevent or materially delay the Parties from obtaining any Governmental Approval in connection with the transactions contemplated by this Agreement and Agreement, or to make effective such transactions. If any Governmental Authority, including any antitrust authority, seeks amendments to the transactions contemplated by this Agreement prevent or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire materially delay or releasing such Governmental Authority's consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit impede the consummation of the transactions contemplated herein. (e) Purchaser agrees to provide such security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Entity or other third party whose consent or approval is sought in connection with the transactions contemplated hereby. Whether or not the Sale is consummated, Purchaser shall be responsible for all filing fees and payments to any Governmental Entity in order to obtain any consents, approvals or waivers pursuant to this Section 5.3. (f) Sellers shall give prompt notice to Purchaser of any Action commenced or, to the Knowledge of Sellers, threatened against, relating to or otherwise affecting Sellers or any member of the Transferred Group arising out of the transactions contemplated by this Agreement. Purchaser shall give prompt notice to Sellers of any Action commenced or, to the Knowledge of Purchaser, threatened against, relating to or otherwise affecting Purchaser arising out of the transactions contemplated by this Agreement.

Efforts. (a) Subject to the terms and conditions of this Agreement, each of the Company parties hereto shall cooperate with the other parties hereto and Parent shall use their respective reasonable best efforts (unless, with respect to takeany action, or cause another standard of performance is expressly provided for herein) to be takenpromptly (i) consummate and make effective, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the transactions contemplated by this Agreement as promptly as reasonably practicable, including (i) preparing and filing as promptly as practicable, (a) and in any event within five (5) business days of prior to the date of this AgreementOutside Date, the submission of a continuing membership application with FINRA pursuant to NASD Rule 1017 Transactions, including preparing and (b) with any Governmental Authority or other third party filing promptly and fully all documentation necessary to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents documents, (ii) obtain all approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any Governmental Authority or third party necessary, proper or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this AgreementTransactions and (iii) execute and deliver any additional instruments necessary to consummate the Transactions, other than, in the case of each of clauses (iii) obtaining through (iii), with respect to filings, notices, petitions, statements, registrations, submissions of information, applications and maintaining all other documents, approvals, consents, registrations, permits, authorizations and other confirmations relating to Gaming Laws, Gaming Authorities or Required Gaming Approvals, which are addressed in Section 5.03(d) below. Notwithstanding anything to the contrary herein, prior to the Effective Time, no party hereto shall be required to, and the Company shall not without the consent of Parent, pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration in any form (including increased rent or other similar payment or commercial accommodation or agree to be obtained from enter into any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or provide additional security (including a guaranty) or otherwise assume or incur or agree to assume or incur any liability, to obtain any consent or approval of any Person (other than any Governmental Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and (iiiAuthority) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreementany Contract. (b) In furtherance and not in limitation of the foregoing, the Company and Parent shall each (i) take all action necessary to ensure that no Takeover Law is or becomes applicable to any of the Transactions and refrain from taking any actions that would cause the applicability of such Laws and (ii) if the restrictions of any Takeover Law become applicable to any of the Transactions, take all action reasonably necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise lawfully minimize the effect of such Takeover Law on the Transactions. (c) Notwithstanding anything to the contrary contained in this Agreement, neither Parent nor its Affiliates shall be required (and the Company shall make an appropriate filing of a Notification and Report Form pursuant not agree to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within five (5) business days of the date following without the express written consent of this Agreement and Parent): (i) (A) to supply as promptly as practicable any additional information and documentary material that may be requested pursuant offer, agree or consent to the HSR Act and to use their reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate or encumber, (before or after the Effective Time, Closing) any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent's ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein of Parent or Parent's any of its Affiliates (other than, after the Closing, the Company or any of its Subsidiaries), (B) to offer, agree or consent to terminate or amend any (x) existing relationship, contractual right or obligation of Parent or any of its Affiliates (other than, after the Closing, the | Company or any of its Subsidiaries) or (y) venture or other similar arrangement of Parent or any of its Affiliates (other than, after the Closing, the Company or any of its Subsidiaries), or (C) to offer, agree or consent to any impairment of, or restriction on, Parent or any of its Affiliates’ ability to voteown or operate any assets, transferlicenses, receive dividends operations, rights, product lines, businesses or otherwise exercise full ownership rights with respect to interests (other than, after the stock Closing, any of the Surviving Corporation if assets, licenses, operations, rights, product lines, businesses or interests of the Company or any such of its Subsidiaries); or (ii) to commit to or effect any action that is reasonably likely to have a Material Adverse Effect on Parent or not conditioned upon consummation of the CompanyMerger. (cd) The Parties Parent and Merger Sub shall, and shall (i) cause any Person employed by Parent or its Affiliates and (ii) use reasonable best efforts to: to cause any Person holding at least five (i) take all other actions 5)-percent of the outstanding capital stock of Parent, in each case that are reasonably necessary to cause obtain the expiration or termination of any applicable waiting periods under Applicable Law Required Gaming Approvals to, as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority with respect to reasonably practicable following the transactions contemplated by date of this Agreement; and (iii) take, file, or cause to be takenfiled, with the applicable Gaming Authorities all actions applications for licensure, submissions for suitability review and other appropriate, necessary and requested documentation in connection with all Required Gaming Approvals (it being understood that any such Gaming Authority’s failure to deem any such filing complete shall not, in and of itself, constitute a failure by Parent or Merger Sub to have satisfied its filing obligations pursuant to this sentence). The parties hereto shall, and shall cause each of their respective Affiliates, as applicable, to use reasonable best efforts to comply with, pursue, and respond to any and all subsequent regulatory requests related to the Required Gaming Approvals, and use reasonable best efforts to cause the receipt of, and to eliminate any Restraint in respect of, the Required Gaming Approvals so as to obtain such Required Gaming Approvals as promptly as reasonably practicable following the date of this Agreement (it being understood that any failure to obtain any Required Gaming Approval shall not, in and of itself, constitute a failure by Parent, Merger Sub or the Company to have satisfied its obligations pursuant to this sentence). Parent and the Company shall use their respective reasonable best efforts to keep the other party reasonably informed of the status of any substantive communications with, and any substantive inquiries or requests for additional information from, any Gaming Authorities regarding the Required Gaming Approvals received by Parent or the Company or any of their respective Subsidiaries and Affiliates; provided, that nothing in this Section 5.03(d) shall require Parent or Merger Sub to cause the personal applications, personal application-related materials, or communications relating to such personal applications (including formal and informal interviews by the Gaming Authority relating to such personal applications) of any individual representative of Parent or Merger Sub (or their respective Affiliates) to be shared with the Company. Parent shall lead, control and direct the process by which the parties hereto seek to obtain the Required Gaming Approvals, including by making final determinations related to the review or investigation of the Transactions by the Gaming Authorities (including substantive analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals to be made or submitted by or on behalf of any party hereto or any other Persons reasonably necessary to obtain the Required Gaming Approvals) relating to any Required Gaming Approvals) and attending all meetings and discussions with the Gaming Authorities except to the extent that the Gaming Authorities may request to communicate exclusively with the Company; provided, that (i) Parent shall, in good faith, take into consideration the Company’s views, suggestions and comments regarding such strategy and process and (ii) Parent shall propose the structure and use its reasonable best efforts to take all other actions as Parent reasonably determines is necessary to obtain the Required Gaming Approvals. The Company shall, and shall cause its Subsidiaries to, supply to Parent as promptly as practicable any additional information and documentary material relating to the Company, its Subsidiaries or any applicable individuals | that may be (or is reasonably expected to be) requested by any Gaming Authority, and use reasonable best efforts to furnish to Parent such information and reasonable assistance as Parent may request in connection with each of (i) the preparation of any required applications, notices, registrations and requests as may be required or advisable to be filed with any Gaming Authority and (ii) Parent’s efforts to obtain the Required Gaming Approvals. (e) If during the period between the date hereof and the Effective Time, the parties hereto become aware that a consent, approval approval, authorization or waiver (if any) required to be obtained (pursuant to any Applicable Law or contractother action by, or otherwise) by such Party filing with or notification to, any Gaming Authority on the part of, or with respect to, the Company, Parent, Merger Sub, or any of their respective Subsidiaries and Affiliates is required in connection with the transactions contemplated by this Agreement execution, delivery and to make effective such transactions. If any Governmental Authority, including any antitrust authority, seeks amendments to the transactions contemplated by performance of this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority's consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation of the transactions contemplated herebyTransactions, which was not otherwise listed on Section 5.03(d) of the Company Disclosure Letter (an “Additional Required Gaming Approval”), such party hereto shall give prompt notice of such requirement to the other parties hereto, and, upon the written consent of all parties hereto (such consent not to be unreasonably withheld, conditioned or delayed), each such Additional Required Gaming Approval shall be deemed a Required Gaming Approval solely for purposes of Section 5.03. (f) If requested in writing by Parent (such request to set forth the specific Gaming Approval(s) to which the request relates) the Company shall, and shall cause its Subsidiaries to, take all such actions as are reasonably necessary (which, for the avoidance of doubt, shall not include any actions that would prevent the Company’s ability to operate in the ordinary course of business prior to Closing) to surrender any Gaming Approval(s) held by the Company or any of its Subsidiaries and set forth in such request (and cease business in each state or jurisdiction to which such Gaming Approval relates); provided, that such surrender (and cessation of business) shall only be required (i) to occur at such time the conditions to the Closing set forth in Article VI shall have been satisfied or waived or shall then be capable of being satisfied or waived if the Closing were to take place immediately following such surrender and cessation of business (which Parent shall confirm in writing in connection with its request), and (ii) to be effective immediately prior to, and conditioned upon, the Closing. If Parent requests the surrender of any such Gaming Approval(s), and any such Gaming Approval is a Required Gaming Approval set forth in Section 5.03(d) of the Company Disclosure Letter, then for the purposes of Section 6.02(e) such Required Gaming Approval will, upon the effectiveness of such surrender (and cessation of business) in accordance with this Section 5.03, be deemed to have been obtained.

Efforts. (a) Subject to On the terms and subject to the conditions of this AgreementAgreement (including the provisions of Section 5.04 with respect to Seller’s obligations to obtain any required Authorizations or consents of third parties), Seller, on the Company one hand, and Parent Purchaser, on the other hand, shall use their respective reasonable best efforts to take or cause to be taken all actions and to do or cause to be done all things necessary or appropriate to satisfy the conditions to the Closing, to consummate the transactions contemplated hereby as promptly as practicable and to comply promptly with all legal requirements that may be imposed on it or any of its Affiliates with respect to the Closing (it being understood that it shall be the sole responsibility of Purchaser and/or a legal advisor of Purchaser to file or submit the notifications, registrations and/or filings set forth in Section 5.03(c) and in items 1 and 2 of Section 6.01(a) of the Seller Disclosure Letter (including any additional materials that may be required) with the applicable Governmental Entity). (b) Prior to the Closing, each of Seller and Purchaser shall, and shall cause its respective Affiliates 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 necessarynecessary or appropriate for it to do under applicable Laws prior to the Closing, proper or advisable under Applicable Law to consummate which actions shall include the transactions contemplated by this Agreement as promptly as practicable, including (i) preparing making and filing as promptly as practicable, of (aor cooperating in the making and filing of) the registrations and filings set forth in any event within five (5Section 6.01(a) business days of the date Seller Disclosure Letter and all other required registrations and filings to, and seeking all required approvals of, Governmental Entities and furnishing all information (including in connection with the notifications, registrations and/or filings set forth in items 1 and 2 of this Agreement, Section 6.01(a) of the submission of a continuing membership application Seller Disclosure Letter) required by applicable Law or requested by such Governmental Entities or the other party in connection with FINRA pursuant to NASD Rule 1017 and (b) with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, such registrations, submissions filings and approvals (it being understood that it shall be the sole responsibility of informationPurchaser and/or a legal advisor of Purchaser to file or submit the notifications, applications registrations and/or filings set forth items 1 and other documents necessary, or in the reasonable judgment 2 of Parent or the Company, advisable to consummate the transactions contemplated by this Agreement, (iiSection 6.01(a) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement. (b) In furtherance and not in limitation of the foregoing, each of Parent and the Company shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within five Seller Disclosure Letter (5) business days of the date of this Agreement and to supply as promptly as practicable including any additional information and documentary material materials that may be requested pursuant to required) with the HSR Act applicable Governmental Entity). Each of Seller and to use their reasonable best efforts to take all Purchaser shall, and shall cause its respective Affiliates to, cooperate with each other actions necessary to cause the expiration or termination in respect of the applicable waiting periods under the HSR Act as soon as practicable; providedmaking of such registrations, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent's ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent's ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Companyfilings and approvals. (c) The Parties Following Closing, each of Seller and Purchaser shall, and shall cause its respective Affiliates to, use its reasonable best efforts to: (i) take all other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (iii) take, or cause to be taken, all actions necessary and to obtain each consentdo, approval or waiver (if any) required cause to be obtained done, all things necessary for it to do to comply promptly and in a timely manner with (pursuant or to any Applicable Law facilitate the prompt and timely compliance with) all legal requirements that may be imposed on Seller or contract, or otherwise) Purchaser by such Party Governmental Entities in connection with the transactions contemplated hereby or the conduct or operation of the Business by this Agreement the Purchaser following the Closing, which actions shall include the making and to make effective such transactions. If any Governmental Authorityfiling of (or cooperating in the making and filing of) the registrations and filings set forth in Section 5.03(c) of the Seller Disclosure Letter and, including any antitrust authority, seeks amendments to the transactions contemplated extent applicable following the Closing, in Section 6.01(a) of the Seller Disclosure Letter (and any amendments, revisions or follow-up requests related thereto), and all other required registrations and filings to, and seeking all required approvals of, Governmental Entities and furnishing all information (including in connection with the notifications, registrations and/or filings set forth in Section 5.03(c) of the Seller Disclosure Letter) required by this Agreement applicable Law or commitments requested by such Governmental Entities or the other party in connection with such registrations, filings and approvals (it being understood that it shall be the sole responsibility of Purchaser and/or a legal advisor of Purchaser to be undertaken by any Party as a condition to refraining from seeking to block such transactionsfile or submit the notifications, allowing registrations and/or filings set forth in Section 5.03(c) of the Seller Disclosure with the applicable waiting period to expire or releasing such Governmental Authority's consent with respect to such transactionsEntity). Each of Seller and Purchaser shall, the Parties and shall commence and conduct good faith negotiations cause its respective Affiliates to, cooperate with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation respect of the transactions contemplated herebymaking of such registrations, filings and approvals.

Efforts. (a) Subject to the terms and conditions of this Agreement, the Company and Parent shall each party will use their 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 under Applicable Law Laws to consummate the Merger and the other transactions contemplated by this Agreement as promptly soon as practicable, including (i) preparing and filing as promptly as practicable, (a) and in any event within five (5) business days of practicable after the date of this Agreement, including, without limitation, (i) preparing and filing, in consultation with the submission other party and as promptly as practicable and advisable after the date of a continuing membership application with FINRA pursuant to NASD Rule 1017 and (b) with any Governmental Authority or other third party this Agreement, all documentation to effect all necessary filingsapplications, notices, petitions, statementsfilings, and other documents and to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, submissions approvals, permits, and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity, including but not limited to, the Merger Filing Documents and the filings set forth on Schedule 3.4 of information, applications and other documents necessary, or the Company Disclosure Schedule in the reasonable judgment of Parent or the Company, advisable order to consummate the Merger or any of the other transactions contemplated by this Agreement, Agreement and (ii) obtaining and maintaining taking all approvalssteps as may be necessary to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations authorizations, orders and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement. (b) approvals. In furtherance and not in limitation of the foregoing, each of Parent and the Company shall party hereto agrees to (w) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable practicable, and in any event within five twenty (520) business days Business Days after the execution of this Agreement, (x) make any filings in connection with any Regulatory Approvals as promptly as practicable, including making the filings set forth in item 2 of Schedule 8.1(d) of the date Company Disclosure Schedule within 15 Business Days after the execution of this Agreement or such other time in which the Company and to Parent shall otherwise agree, (y) supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act or by any Governmental Entity under any Regulatory Law, and to use their reasonable best efforts to (z) take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or obtain all Regulatory Approvals as soon as practicable; provided, however, that nothing in this Agreement shall require, or be construed to require. For the avoidance of doubt, Parent shall be responsible for the payment of all filing fees payable to proffer toany Governmental Entity. (b) Each of Parent and the Company shall, in connection with the efforts referenced in Section 7.5(a) to obtain all waiting period expirations or agree toterminations, sellconsents, divestclearances, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assetswaivers, licenses, operationsorders, rightsregistrations, product linesapprovals, businesses or interest therein of Parent permits, and authorizations for the transactions contemplated by this Agreement under the HSR Act or any Affiliate other Regulatory Law (as defined below), (i) cooperate in all respects and consult with each other in connection with any communication, filing or to consent to submission and in connection with any sale, divestiture, lease, license, transfer, disposition investigation or other encumbrance inquiry, including any proceeding initiated by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent's ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent's ability to vote, transfer, receive dividends or otherwise exercise full ownership rights private party with respect to Regulatory Laws, including by allowing the stock of the Surviving Corporation if any such action is reasonably likely other party and/or its counsel to have a Material Adverse Effect reasonable opportunity to review in advance and comment on Parent or the Company. (c) The Parties shall use reasonable best efforts to: (i) take all other actions necessary to cause the expiration or termination drafts of any applicable waiting periods under Applicable Law as soon as practicablecommunications, filings and submissions (and documents submitted therewith); (ii) resolve promptly inform the other party of any objections which may be asserted communication received by such party from, or given by such party to, the Antitrust Division of the Department of Justice (the “DOJ”), the Federal Trade Commission (the “FTC”), any other Governmental Authority Entity or, in connection with respect any proceeding by a private party, with any other person, including by promptly providing copies to the other party of any such written communications, 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 by this Agreement; and (iii) takepermit the other party to review any communication it gives to, and consult with each other in advance of any meeting, telephone call, or cause videoconference with the DOJ, the FTC, or such other Governmental Entity or other person, and to the extent permitted by the DOJ, the FTC, or any other applicable Governmental Entity or other Person, give the other party and/or its counsel the opportunity to attend and participate in such meetings, substantive telephone calls and conferences, provided, however, that materials may be redacted (x) to remove references concerning the valuation of Parent, the Company or any of their Subsidiaries, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable privilege or confidentiality concerns. Parent and the Company may, as each deems advisable and necessary, reasonably designate any competitively sensitive material to be takenprovided to the other under this Section 7.5(b) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (Parent or the Company, as the case may be) or its legal counsel. For purposes of this Agreement, “Regulatory Law” means Antitrust Laws, the Defense Production Act of 1950, as amended, and all actions necessary to obtain each consentother national, approval federal or waiver (state, domestic or foreign, if any, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or intended to prohibit, restrict or regulate actions on the basis of national security or national interest and Applicable Laws relating to change of control or other approvals required from any Governmental Entity (including Governmental Entities responsible for the regulation of asset managers and the providers of financial products and services) required to be obtained (pursuant to any Applicable Law or contract, or otherwise) by such Party in connection with for completion of the transactions contemplated by this Agreement and to make effective such transactions. If any Governmental Authority, including any antitrust authority, seeks amendments to the transactions contemplated by this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority's consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation of the transactions contemplated herebyAgreement.

Efforts. (a) Subject From and after the date hereof, and subject to the terms and conditions of this Agreement, the Company Parties shall, and Parent shall cause their respective Affiliates to, use their respective reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper or advisable under Applicable any applicable Law to consummate and make effective as promptly as reasonably practicable the transactions contemplated by this Agreement and the other Transaction Documents, including (i) the preparation and filing of all forms, registrations, Filings and notices required to be filed to satisfy the conditions precedent to this Agreement (including those set forth in Section 11.1) and to consummate the transactions contemplated by this Agreement as promptly as practicable, including (i) preparing and filing as promptly soon as practicable, (aii) the execution and in delivery of any event within five (5) business days of the date of this Agreement, the submission of a continuing membership application with FINRA pursuant to NASD Rule 1017 and (b) with any Governmental Authority or other third party all documentation to effect all additional instruments necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement, and (iiiii) obtaining necessary waivers, consents and maintaining approvals from applicable third parties required under Section 3.4 of the Georgia Disclosure Schedules. Without limiting the foregoing, (x) Georgia and Florida shall, and shall cause their respective Affiliates to, with respect to Regulatory Approvals required for the closing of the Purchased Entity Sale (the “Purchased Entity Sale Regulatory Approvals”), and (y) Georgia, Washington and Florida shall, and shall cause their respective Affiliates to, with respect to Regulatory Approvals required for the closing of the Washington Florida Interest Sale and the Mergers (including the issuance of the Washington Stock Consideration) (the “Washington Sale Regulatory Approvals”), use their respective reasonable best efforts to obtain (and shall cooperate with each other and Chicago in obtaining) any such Regulatory Approvals (which actions shall include promptly furnishing the other Party and Chicago (or the applicable Governmental Entity) with all approvals, consents, registrations, permits, authorizations and other confirmations information reasonably required in connection therewith) required to be obtained from or made by such Parties or any Governmental Authority or other third party that are necessary, proper or advisable to consummate of their Affiliates in connection with the transactions contemplated by this Agreement, including filing as soon as practicable and, in any event, no later than required by applicable Law, with the relevant Governmental Entity any notices required to be filed by such Parties or their Affiliates in connection with, or as necessary to consummate, the transactions contemplated by this Agreement. Each of Georgia and the Purchased Entity (iii) cooperating to and its Subsidiaries), on the extent reasonable one hand, and Florida, on the other hand, shall cooperate in good faith with the other parties hereto Party (or its legal counsel) to satisfy all required obligations in relation to Purchased Entity Sale Regulatory Approvals. Each of Georgia, on the one hand, and Florida and Washington (and its Subsidiaries), on the other hand, shall cooperate in good faith with the other Party and Chicago (or their efforts respective legal counsels) to comply satisfy all required obligations in relation to Washington Sale Regulatory Approvals. Chicago is hereby expressly made a third-party beneficiary of Section 8.1(a). (b) The Parties shall not, and shall cause their respective Affiliates not to, take any action after the date of this Agreement that would reasonably be expected to impair or materially delay the obtaining of, or result in not obtaining, any Regulatory Approval, including any Purchased Entity Sale Regulatory Approvals or Washington Sale Regulatory Approval necessary to be obtained prior to the Closing. Without limiting the foregoing, Georgia, Washington and Florida shall not, and shall cause their respective Affiliates not to, acquire or enter into a definitive agreement to acquire, by merger, consolidation, stock or asset purchase or otherwise, any business or corporation, partnership or other business organization or division thereof, or merge or consolidate with their obligations any other Person, if such transaction would reasonably be expected to materially impair or materially delay the obtaining of, or result in not obtaining, any Regulatory Approval required to be obtained to satisfy the conditions set forth in Section 11.1(a). The Parties shall not, without the prior written consent of all of the Parties, extend or offer or agree to extend any waiting period under the HSR Act or any other Regulatory Law or other Law under which a Regulatory Approval is required, or enter into any agreement with any Governmental Entity related to this Agreement, the other Transaction Documents or the transactions contemplated by this Agreement. (bc) Prior to the Closing, the Parties shall each keep the other reasonably apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement and work cooperatively in connection with obtaining all Regulatory Approvals. In that regard, prior to the Closing, (x) subject to the Confidentiality Agreement and Section 6.2, with respect to the Purchased Entity Sale Regulatory Approvals, Georgia and the Purchased Entity, on the one hand, and Florida, on the other hand, and (y) subject to the Confidentiality Agreement and Section 7.2, with respect to the Washington Sale Regulatory Approvals, Georgia, on the one hand, and Florida and Washington, on the other hand, shall (i) promptly consult with the other Party to provide any necessary information with respect to (and, in the case of correspondence, provide the other Party (or its counsel) copies of) all Filings made by such Party or any of its Affiliates with any Governmental Entity or any other information supplied by such Party or any of its Affiliates to, or material correspondence with, a Governmental Entity, in each case, in connection with such Regulatory Approval; (ii) promptly inform the other Party, and if in writing, furnish the other Party with copies of (or, in the case of oral communications, advise the other Party orally of) any material communication received by such Party or any of its Affiliates or Representatives from any Governmental Entity regarding such Regulatory Approval; (iii) permit the other Party reasonable and sufficient time to review and discuss in advance, and consider in good faith the views of the other Party in connection with, any proposed communication with any such Governmental Entity in connection with such Regulatory Approval; (iv) if such Party or any Affiliate or Representative of such Party receives a request for additional information or documentary material from any Governmental Entity with respect to such Regulatory Approval, then such Party shall use its reasonable best efforts to comply with such request as promptly as reasonably practicable; (v) unless otherwise required by the applicable Governmental Entity, not participate in any material meeting with any Governmental Entity in connection with such Regulatory Approval (or make oral submissions at meetings or in telephone, videoconference, or other conversations) unless it consults with the other Party in advance and, to the extent not prohibited by such Governmental Entity or any applicable Law, gives the other Party the opportunity to attend and participate thereat; (vi) furnish the other Party with copies of all correspondence and Filings (or, in the case of oral communications, advise the other Party of the substance thereof) between it or any of its Affiliates or Representatives, on the one hand, and any Governmental Entity, on the other hand, with respect to such Regulatory Approval; provided, however, that a Party may, as it deems advisable and necessary, reasonably designate portions of correspondence or Filings that contain sensitive personal data or commercially sensitive information relating to such Party or its controllers or control persons as “outside counsel only,” which such portions shall be given only to the recipient’s outside legal counsel and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials or its legal counsel, and (vii) promptly furnish the other Party with such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of Filings to any such Governmental Entity for any Regulatory Approval; provided that a Party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Agreement as “outside counsel only,” which such materials and the information contained therein shall be given only to the recipient’s outside legal counsel and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials or its legal counsel; provided, however, that materials provided to another Party pursuant to this Section 8.1 may be redacted by the providing Party (i) to remove references concerning the valuation of or future plans for the Business, Washington Business, Business Sale Process or the Washington Sale Process, (ii) as necessary to comply with contractual obligations or applicable Law and (iii) as necessary to address reasonable privilege or confidentiality concerns. The cooperation covenants set forth in this Section 8.1(c) shall apply mutatis mutandis to Chicago with respect to the Regulatory Approvals (as defined in the Chicago Transaction Agreement) required to be obtained under the Chicago Transaction Agreement, and shall require the Parties and Chicago to cooperate with each other in respect of the Regulatory Approvals required hereunder and under the Chicago Transaction Agreement in the manner set forth in this Section 8.1(c) (other than the right to participate in meetings under the foregoing clause (v)). Chicago is hereby expressly made a third-party beneficiary of Section 8.1(c). For the sake of clarity, nothing in this Section 8.1 shall require Georgia or any of its Affiliates to share any Filings, documents, correspondence or other information with Washington or its Affiliates or Representatives (other than Florida) and/or secure the participation of Washington or its Affiliates or Representatives (other than Florida) in any meeting or other interaction with any Governmental Entity with respect to any Purchased Entity Sale Regulatory Approvals that are not also Washington Sale Regulatory Approvals; provided that Georgia shall answer reasonable questions of Washington related to any Purchased Entity Sale Regulatory Approvals that are not also Washington Sale Regulatory Approvals. (d) Without limiting the foregoing, (i) the Parties shall, and shall cause their respective Affiliates to, file, as promptly as practicable notifications under the HSR Act; (ii) Georgia and Florida shall, and shall cause their respective Affiliates to, file as promptly as practicable following the date of this Agreement, any other Filing required to obtain any other Purchased Entity Sale Regulatory Approvals; and (iii) Georgia, Florida and Washington shall, and shall cause their respective Affiliates to, file as promptly as practicable, following the date of this Agreement, any other Filing required to obtain any Washington Sale Regulatory Approvals. (e) In furtherance and not in limitation of the foregoing, each of Parent and the Company shall make an appropriate filing of a Notification and Report Form pursuant notwithstanding anything in this Agreement to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable contrary, Florida, Washington and in any event within five (5) business days of the date of this Agreement Georgia shall, and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to shall cause their Affiliates to, use their reasonable best efforts to take all other actions such action as may be necessary to cause avoid or eliminate each and every impediment under any applicable Law with respect to the expiration Purchased Entity Sale and to resolve such objections, if any, as any Governmental Entity or termination any other Person may assert under any applicable Law with respect to the Purchased Entity Sale, so as to enable the Closing to occur as soon as reasonably practicable (and in any event so as to enable the Closing to occur prior to the Outside Date), including using reasonable best efforts (including proffering and agreeing to the remedies set forth in this Section 8.1(e)) to resolve such objections of the applicable waiting periods under Governmental Entities with respect to the HSR Act as soon as practicable; providedRegulatory Approvals set forth in Section 11.1(a)(i) and Section 11.1(a)(ii), howeversubject to the terms of the remainder of this Section 8.1(e). With respect to the Regulatory Approvals set forth in Section 11.1(a)(i) with respect to the Purchased Entity Sale, that nothing Florida shall direct the timing of proffering and agreeing to the remedies set forth in this Agreement Section 8.1(e), subject to the terms of the remainder of this Section 8.1(e), and further subject to consulting in good faith with Georgia prior to making any such timing decisions. With respect to the Regulatory Approvals set forth in Section 11.1(a)(ii) with respect to the Purchased Entity Sale, Florida, Washington and Georgia shall, and shall require, or be construed to require, Parent to proffer cause their Affiliates to, use reasonable best efforts (including proffering and agreeing to the remedies set forth in this Section 8.1(e)) to resolve such objections of the applicable Governmental Entities at both (i) their initial stage of review in order to mitigate the risk of referral of the Purchased Entity Sale by such applicable Governmental Entities to an in-depth investigation or review, and (ii) in the event of such referral, at the earliest available opportunity during the in-depth investigation or review, including at their outset, in order to secure the approval of the Purchased Entity Sale by such applicable Governmental Entities prior to the Outside Date, subject to the terms of the remainder of this Section 8.1(e). In furtherance of the foregoing, Florida shall proffer to and agree to, to sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate or encumberseparate, before or after the Effective TimeClosing, any assets, licenses, operations, rights, product or service lines, businesses or interest interests therein of Parent or any Affiliate (or to consent to any saleeach, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any a “Divestiture Remedy”) of the foregoing actions) Business and/or of Florida or to its Subsidiaries and agree to make any material changes (including through a licensing arrangement) or implement any restriction or condition on, or other impairment of Parent's Florida’s and/or the Purchased Entity’s or its Subsidiaries’ ability to own own, retain, manage or operate, any such assets, licenses, operations, rights, product or service lines, businesses or interests therein or Parent's and/or Florida’s ability to vote, transfer, receive dividends dividends, or otherwise exercise full ownership rights with respect to ownership interests in the stock Business and/or of the Surviving Corporation if Florida or its Subsidiaries; provided, however, that, notwithstanding any other provisions of this Agreement, neither Florida nor any of its Subsidiaries shall be required to take or agree to take any such action is that would reasonably likely be expected to have have, individually or in the aggregate, a Material Adverse Effect material adverse effect on Parent the business, financial condition or operations of Florida and its Subsidiaries (including for this purpose, the Company. Purchased Entity and its Subsidiaries) from and after the Closing (c) The Parties shall use reasonable best efforts to: (i) take all other actions necessary but, for purposes of determining whether any action would reasonably be expected to cause have, individually or in the expiration or termination aggregate, a material adverse effect, calculated as if Florida and its Subsidiaries from and after the Closing were collectively the same size as the Business as of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority with respect the date of this Agreement). Notwithstanding anything in this Agreement to the transactions contemplated by this Agreement; and (iii) takecontrary, none of Georgia, Florida or cause their respective Affiliates shall be obligated to be taken, all actions necessary take or agree or commit to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to take any Applicable Law or contract, or otherwise) by such Party action in connection with obtaining the transactions contemplated by this Agreement Purchased Entity Sale Regulatory Approvals that is not conditioned on the Closing. Additionally, in connection with obtaining the Purchased Entity Sale Regulatory Approvals, Georgia and to make effective such transactions. If any Governmental Authorityits Affiliates shall not be obligated to, including any antitrust authority, seeks amendments to the transactions contemplated by this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority's consent with respect to such transactions, and none of the Parties shall commence and conduct good faith negotiations with each take or agree or commit to take any action that relates to any Excluded Assets or Retained Businesses. In addition, (x) Florida and, to the extent applicable, Washington, shall defend through litigation on the merits any claim asserted in court or before any other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary Governmental Entity by any party in order to resolve avoid entry of, or to have vacated or terminated, any Judgment (whether temporary, preliminary or permanent) that would prevent the issues raised by such Governmental Authority and permit the consummation Closing of the transactions contemplated hereby.Purchased Entity Sale by the Outside Date, including by pursuing all a

Efforts. (a) Subject to the terms and conditions of set forth in this Agreement, each of the Company Sellers and Parent the Purchaser Group shall use their respective reasonable best efforts to take, or cause to be taken, all actions actions, to file, or cause to be filed, all documents and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under Applicable Law applicable Laws to consummate and make effective the Sale and the other transactions contemplated by this Agreement as promptly soon as reasonably practicable, including (i) preparing the obtaining of all necessary actions or nonactions, waivers, consents, clearances, decisions, declarations, approvals and, expirations or terminations of waiting periods from Governmental Entities and filing the making of all necessary registrations and filings and the taking of all steps as promptly may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, including in connection with any Antitrust Law (all of the foregoing, collectively, the "Governmental Consents"); (ii) the obtaining of all necessary consents, authorizations, approvals or waivers from third parties; and (iii) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated this Agreement. To the extent any out‑of‑pocket fees or expenses are required to be paid to third parties in connection with the transfer at Closing, or the use by the Purchaser Group or its Affiliates following the Closing, of contractual rights or licenses related to software used in the Business, the Sellers and the Purchaser Group shall each pay fifty percent (50%) of all such fees or expenses; provided, however, the Sellers shall, jointly and severally, pay one hundred percent (100%) of any such fees and expenses (A) payable pursuant to the SAP Contract or any Contracts with Oracle Corporation or its Affiliates or (B) which constitute Losses for which the Purchaser Indemnified Parties would otherwise be indemnified pursuant Section 9.2, subject to the terms of Article IX. (b) Subject to the terms and conditions herein provided and without limiting the foregoing, the Purchaser Group and the Sellers shall (i) make or cause to be made, as soon as reasonably practicable, (aall appropriate notification filings, forms and submissions required under any Antitrust Laws with the Governmental Entities identified in Section 4.3(b) and in any event within of the Seller Disclosure Schedule on or prior to the date which is five (5) business days Business Days following the date hereof; and (ii) cooperate with each other in (A) determining whether any filings are required to be made with, or Governmental Consents are required to be obtained from, any other Governmental Entities or third parties in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (B) to the extent not made prior to the date of this AgreementAgreement or otherwise, making, or causing to be made, as soon as reasonably practicable, all such applications and filings and seeking all such actions or nonactions, licenses, permits, orders, clearances, waivers, authorizations, expirations or terminations of waiting periods, notifications, clearances, consents and approvals. Each Party shall supply as promptly as practicable such information, documentation, other material or testimony that may be requested by any Governmental Entity, including by complying at the submission of a continuing membership application with FINRA pursuant to NASD Rule 1017 and (b) earliest reasonably practicable date with any request under or with respect to any Governmental Authority Consent and any such other applicable Laws for additional information, documents or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in materials received by the reasonable judgment of Parent Sellers or the Company, advisable to consummate Purchaser Group or any of their respective Affiliates from any Governmental Entity in connection with such applications or filings or the transactions contemplated by this Agreement. The Purchaser Group shall be responsible for paying one hundred percent (100%) of all filing fees of all Parties associated with all appropriate notification filings, (ii) obtaining forms and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations submissions required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement. (b) In furtherance and not in limitation of the foregoing, each of Parent and the Company shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within five (5) business days of the date of this Agreement and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to use their reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent's ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent's ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the CompanyAct. (c) The Further, and without limiting the generality of the rest of this Section 4.3, each of the Parties shall use reasonable best efforts to: cooperate, as promptly as practicable, in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry and shall, subject to applicable Law, promptly (i) take all furnish to the other actions such necessary to cause information and reasonable assistance as the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicableother Parties may request in connection with the foregoing; (ii) resolve inform the other Parties of any objections which may be asserted by material communication from, with or to any Governmental Authority with respect to Entity regarding any of the transactions contemplated by this Agreement; and (iii) takeprovide counsel for the other Parties with copies of all filings made by such Party, or cause to be taken, and all actions necessary to obtain each consent, approval or waiver correspondence between such Party (if anyand its advisors) required to be obtained (pursuant to with any Applicable Law or contract, or otherwise) Governmental Entity and any other information supplied by such Party and such Party's Subsidiaries to a Governmental Entity or received from such a Governmental Entity in connection with the transactions contemplated by this Agreement. Each Party shall, subject to applicable Law and attorney‑client privilege, permit counsel for the other Parties to review in advance, and consider in good faith the views of the other Parties in connection with, any proposed written communication, draft filing, correspondence or submission to any Governmental Entity in connection with the transactions contemplated by this Agreement. The Parties shall not participate, or to permit their Subsidiaries to participate, in any meeting or discussion, either in person or by telephone, with any Governmental Entity in connection with the transactions contemplated by this Agreement and to make effective such transactions. If any Governmental Authorityunless it consults with the other Parties in advance and, including any antitrust authority, seeks amendments to the transactions contemplated by this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority's consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised extent not prohibited by such Governmental Authority Entity, gives the other Parties the opportunity to attend and permit the consummation of the transactions contemplated herebyparticipate.

Efforts. (a) Subject to the terms and conditions of this Agreement, the Company and Parent shall Each Party will use their commercially reasonable best efforts to take, or to cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law applicable Laws and regulations to consummate and make effective the transactions contemplated by this Agreement as promptly as practicableAgreement, including (i) preparing and filing as promptly as practicable, (a) and cooperation in determining whether any event within five (5) business days action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the date of transactions contemplated by this Agreement, the submission of a continuing membership application with FINRA pursuant to NASD Rule 1017 and ; (b) with cooperation in seeking and obtaining any Governmental Authority or other third party all documentation to effect all necessary filingssuch actions, noticesconsents, petitions, statements, registrations, submissions of information, applications and other documents necessaryapprovals, or waivers, including agreement to the form of notice to be sent to the holders of any rights specified in Schedule 4.4; and (c) the reasonable judgment execution of Parent or the Company, advisable any additional instruments necessary to consummate the transactions contemplated by this Agreement. Notwithstanding the foregoing, (iinothing in this Section 6.5(a) obtaining and maintaining all approvalsshall modify, consents, registrations, permits, authorizations and other confirmations required to be obtained from reduce or otherwise diminish any Governmental Authority Party’s rights or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this AgreementSection 6.2. (b) In furtherance and not in limitation of the foregoingprovision in Section 6.5(a), each of Parent and the Company shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and each Consent set forth in any event Schedule 4.13, unless Purchaser notifies Sellers in writing within five (5) business days Business Days after the Execution Date not to send a Consent request notice, Sellers shall, within ten (10) Business Days after the Execution Date, cause the Company Group to send to the holder of each such Consent a notice in material compliance with the contractual provisions applicable to such Consent seeking such holder’s consent to the transactions contemplated hereby. If Purchaser or Sellers discover any Consent following the Execution Date but prior to the Closing that is not set forth in Schedule 4.13, each Party shall notify the other Party and, if Purchaser requests in writing, within five (5) Business Days of the date of this Agreement such request, Sellers shall cause the Company Group to send to the holder of each such Consent a notice in material compliance with the contractual provisions applicable to such Consent. Sellers shall provide Purchaser with (i) a copy of each notice and all other materials delivered to supply as promptly as practicable any additional information and documentary material that may be requested such holder pursuant to this Section 6.5(b) promptly after sending the HSR Act same to such holder and (ii) copies of any written responses received from any such holder promptly after receiving the same. After the Execution Date and prior to the Closing, each Company Group Member shall use their commercially reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicableobtain any requested Consent; provided, howeverthat, that nothing in this Agreement no event shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent Sellers or any Affiliate (or Company Group Member be required to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent's ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent's ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company. (c) The Parties shall use reasonable best efforts to: (i) take all other actions necessary to cause the expiration make any expenditures or termination of any applicable waiting periods under Applicable Law as soon as practicable; payments or (ii) resolve grant any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and accommodation (iii) take, or cause to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to any Applicable Law or contract, financial or otherwise) by such Party in connection to any Third Party. Notwithstanding anything to the contrary herein, Sellers shall not have any liability to the Purchaser or its Affiliates or any other Person, and Purchaser shall indemnify, defend and hold harmless the Seller Group from and against any and all Damages arising out of or relating to the failure of Sellers to send any request or notice of, or obtain, any Consent prior to the Closing, provided, that Sellers have complied with the transactions contemplated by provisions of this Agreement and to make effective such transactions. If any Governmental Authority, including any antitrust authority, seeks amendments to the transactions contemplated by this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority's consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation of the transactions contemplated herebySection 6.5(b).

Efforts. (a) Subject to the terms and conditions of this Agreement, the Company and Parent shall each party will use their 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 under Applicable Law applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as promptly soon as practicablepracticable after the date hereof, including including, without limitation, (i) preparing and filing filing, in consultation with the other party and as promptly as practicable, (a) practicable and in any event within five (5) business days of advisable after the date of this Agreementhereof, the submission of a continuing membership application with FINRA pursuant to NASD Rule 1017 and (b) with any Governmental Authority or other third party all documentation to effect all necessary filingsapplications, notices, petitions, statementsfilings, and other documents and to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, submissions of informationapprovals, applications permits, and other documents necessary, authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in the reasonable judgment of Parent or the Company, advisable order to consummate the Merger or any of the other transactions contemplated by this Agreement, Agreement and (ii) obtaining and maintaining taking all approvalssteps as may be necessary to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations authorizations, orders and other confirmations required to be obtained from any Governmental Authority or other third party approvals; provided, however, that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and (iii) cooperating to the extent reasonable efforts in connection with the other parties hereto in their efforts to comply with their obligations under Financing and the Required Indebtedness shall be governed by Section 7.12 and not this Agreement. (b) Section 7.3. In furtherance and not in limitation of the foregoing, each of Parent and the Company shall party hereto agrees (i) to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable practicable, and in any event within five (5) business days of 15 Business Days after the date execution of this Agreement Agreement, and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to use their reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent's ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent's ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company. (c) The Parties shall use reasonable best efforts to: (i) take all other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may to file all applications required to be asserted by any Governmental Authority filed with respect to the transactions contemplated by FCC within 30 calendar days after the execution of this Agreement; and (iii) taketo file all notices and applications with PUCs within 15 Business Days after the execution of this Agreement. (b) Each of Parent and the Company shall, or cause to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to any Applicable Law or contract, or otherwise) by such Party in connection with the efforts referenced in Section 7.3(a) to obtain all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations for the transactions contemplated by this Agreement under the HSR Act, the Communications Act or any other Regulatory Law (as defined below), (i) cooperate in all respects and to make effective such transactions. If consult with each other in connection with any Governmental Authoritycommunication, filing or submission and in connection with any investigation or other inquiry, including any antitrust authorityproceeding initiated by a private party, seeks amendments including by allowing the other party and/or its counsel to have a reasonable opportunity to review in advance and comment on drafts of any communications, filings and submissions (and documents submitted therewith); (ii) promptly inform the other party of any communication received by such party from, or given by such party to, the Antitrust Division of the Department of Justice (the “DOJ”), the Federal Trade Commission (the “FTC”), the FCC, any other Governmental Entity or, in connection with any proceeding by a private party, with any other person, including by promptly providing copies to the transactions contemplated other party of any such written communications, and of any material communication received or given in connection with any proceeding by this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactionsprivate party, allowing the applicable waiting period to expire or releasing such Governmental Authority's consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation of the transactions contemplated hereby.each

Efforts. (a) Subject to the terms and conditions of set forth in this Agreement, each of the Company and Parent parties hereto shall use their its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law Laws and regulations or otherwise to consummate and make effective the transactions contemplated by this Agreement Transactions as promptly as practicable, including (i) preparing the obtaining of all necessary actions or non-actions, waivers, consents, clearances, approvals, and filing expirations or terminations of waiting periods from Governmental Authorities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Authority, including, without limitation, in connection with any Regulatory Law (all of the foregoing, collectively, the “Governmental Consents”), (ii) the delivery of required notices to, and the obtaining of all necessary consents, approvals or waivers from third parties, and (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions; provided that in no event shall the Company or any of the Company Subsidiaries be required to pay prior to the Closing any fee, penalty or other consideration to any third party for any consent or approval required for the consummation of the Transactions under any contract or agreement. (b) Subject to the terms and conditions herein provided and without limiting the foregoing, the Company and Parent shall cooperate with each other in (i) determining whether any filings are required to be made with, or Governmental Consents are required to be obtained from, any Governmental Authorities (including in any foreign jurisdiction in which the Company or its Subsidiaries are operating any business) and (ii) to the extent not made prior to the date hereof, timely making or causing to be made all such applications and filings as reasonably determined by Parent and the Company as promptly as practicable, practicable (a) and in any event within five ten (510) business days of Business Days after the date hereof with respect to filings or submissions required under the HSR Act). The filing fee required under the HSR Act shall be paid by Parent. Each party shall supply as promptly as practicable such information, documentation, other material or testimony that may be requested by any Governmental Authority, including by complying at the earliest reasonably practicable date with any request under or with respect to the HSR Act, any other Governmental Consent and any such other Applicable Laws for additional information, documents or other materials received by Parent or the Company or any of this Agreementtheir respective Subsidiaries from the FTC or the DOJ, or any other Governmental Authority in connection with such applications or filings or the submission Transactions. Without limiting the foregoing, Parent, Merger Sub and their respective Affiliates shall not take any action with the intent of a continuing membership application with FINRA pursuant to NASD Rule 1017 and (b) extending any waiting period or comparable period under any the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the Company. (c) Without limiting any of its other obligations hereunder, Parent and Merger Sub shall take all such further action as may be necessary to resolve such objections, if any, as the FTC, the Antitrust Division of the DOJ, state antitrust enforcement authorities, or competition authorities of any other nation or other jurisdiction (including multinational or supranational), or any other Person, may assert under any Applicable Law with respect to the transactions contemplated herein, and to avoid or eliminate each and every impediment under any Applicable Law that may be asserted by any Person with respect to the Merger, in each case so as to enable the Merger and the Transactions to occur as soon as possible (and in any event no later than the End Date), including by proposing, negotiating, committing to and effecting, by agreement, consent decree, hold separate order, trust or otherwise, (x) the sale, divestiture or disposition of such assets, businesses, services, products or product lines of Parent or the Company (or any of their respective Subsidiaries or Affiliates) or behavioral limitations, conduct restrictions or commitments with respect to any such assets, businesses, services, products or product lines of Parent or the Company (or any of their respective Subsidiaries or Affiliates), (y) the creation or termination of relationships, ventures, contractual rights or obligations of the Company or Parent or their respective Subsidiaries or Affiliates and (z) any other actions that would limit the freedom of action of Parent, the Company or any of their respective Subsidiaries or Affiliates with respect to, or its ability to retain, one or more of its or its Subsidiaries' (including the Company's or the Surviving Corporation's) or Affiliates' assets, businesses, services, products or product lines, in each case as may be required in order to obtain all required Governmental Consents as promptly as practicable (including expirations or terminations of waiting periods whether imposed by Applicable Law or agreement) 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, which would otherwise have the effect of preventing the consummation of the Merger or the transactions contemplated by this Agreement or delaying any of the foregoing beyond the End Date (each of (x), (y) and (z), a "Divestiture Action"). Neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, and neither Parent nor any of its Subsidiaries shall, without the Company's prior written consent, discuss or commit to any extension of any waiting period under any Applicable Law or any agreement not to consummate the Merger or any of the other transactions contemplated by this Agreement. None of Parent, Merger Sub or the Company shall be required to complete any Divestiture Action pursuant to this Section 6.10 unless it is expressly conditioned on the effectiveness of the Merger. Notwithstanding anything to the contrary in this Section 6.10(c), Parent and Merger Sub shall not be obligated to propose, negotiate, commit to and effect, or otherwise agree to, by agreement, consent decree, hold separate order, trust or otherwise (i) to any Divestiture Action which is not limited to the assets of the Company and its Subsidiaries and (ii) to any Divestiture Action involving the assets of the merchant Acquiring business of the Company and its Subsidiaries. (d) Without limiting the foregoing and subject to applicable legal limitations and the instructions of any Governmental Authority, each of the Company and Parent agrees (i) to cooperate and consult with each other in connection with the making of all registrations, filings, notifications, communications, submissions and any other material actions pursuant to this Section 6.10, (ii) to furnish to the other such necessary information and assistance as the other may reasonably request in connection with its preparation of any notifications or filings, (iii) to keep each other apprised of the status of matters relating to the completion of the transactions contemplated therein, including promptly furnishing the other with copies of notices or other communications received by such party from, or given by such party to, any third party all documentation and/or any Governmental Authority with respect to effect all the Transactions, (iv) to permit the other party to review and to incorporate the other party's reasonable comments in any communication to be given by it to any Governmental Authority with respect to obtaining the necessary filingsapprovals for the Transactions, noticesand (v) not to participate in any meeting or discussion in person or by telephone expected to address substantive matters related to the transactions contemplated herein with any Governmental Authority in connection with the Transactions unless, petitionsto the extent not prohibited by such Governmental Authority, statementsit gives the other party reasonable notice thereof and the opportunity to attend and observe. The parties shall take reasonable efforts to share information protected from disclosure under the attorney-client privilege, registrationswork product doctrine, submissions of informationjoint defense privilege or any other privilege pursuant to this Section 6.10 in a manner so as to preserve any applicable privilege. Parent and the Company may, applications as each deems advisable and other documents necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.10(d) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the reasonable judgment source of the materials (Parent or the Company, advisable as the case may be) or its legal counsel. (e) For purposes of this Agreement, "Regulatory Law" means the S▇▇▇▇▇▇ Act, the C▇▇▇▇▇▇ Act, the HSR Act, the FTC Act, the EC Merger Regulation, and all other applicable federal, state, foreign, multinational or supranational statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Applicable Laws, including, without limitation, any applicable antitrust, competition or trade regulation Applicable Laws, that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition through merger or acquisition and including any Applicable Laws that relate to foreign investments. (f) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, except as required by this Agreement, Parent, Merger Sub and their Affiliates shall not engage in any action or enter into any transaction or permit any action to be taken or transaction to be entered into, that would materially impair or delay Parent or Merger Sub's ability to consummate the Transactions or perform their obligations under this Agreement. Without limiting the generality of the foregoing, none of Parent, Merger Sub or any of their Affiliates shall acquire (whether by merger, consolidation, stock or asset purchase or otherwise), or agree to so acquire, any amounts of assets of or any equity in any other Person or any business or division thereof, unless that acquisition or agreement would not reasonably be expected to (i) increase the risk of not obtaining any authorizations, consents, orders, declarations or approvals of any Governmental Authority necessary to consummate the transactions contemplated by this Agreement, Agreement or the expiration or termination of any waiting period under the HSR Act or (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from increase the risk of any Governmental Authority or other third party that are necessary, proper or advisable to consummate entering an order prohibiting the consummation of the transactions contemplated by this Agreement, and (iii) cooperating or increase the risk of not being able to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement. (b) In furtherance and not in limitation of the foregoing, each of Parent and the Company shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within five (5) business days of the date of this Agreement and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to use their reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent's ability to own or operate, remove any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent's ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect order on Parent or the Company. (c) The Parties shall use reasonable best efforts to: (i) take all other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (iii) take, or cause to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to any Applicable Law or contract, appeal or otherwise) by such Party in connection with the transactions contemplated by this Agreement and to make effective such transactions. If any Governmental Authority, including any antitrust authority, seeks amendments to the transactions contemplated by this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority's consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation of the transactions contemplated hereby.

Efforts. (a) Subject Without prejudice to the terms and conditions hereof (including the remainder of this AgreementSection 3.1) and the other Transaction Documents, the Company and Parent each party shall use their its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper proper, or advisable desirable under Applicable Law to consummate carry out the provisions hereof and thereof and give effect to the transactions contemplated by this Agreement as promptly as practicable, including (i) preparing hereby and filing as promptly as practicable, (a) and in any event within five (5) business days of the date of this Agreement, the submission of a continuing membership application with FINRA pursuant to NASD Rule 1017 and (b) with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreement, (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement. (b) thereby. In furtherance and not in limitation of the foregoing, each of Parent and the Company parties shall make an appropriate filing of a Notification and Report Form pursuant (i) subject to the HSR Act with respect provisions of this Section 3.1, including Section 3.1(d), use its commercially reasonable efforts to the transactions contemplated hereby obtain as promptly as reasonably practicable and advisable (as determined in any event within five (5good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)) business days of the date of this Agreement all exemptions, authorizations, consents, or approvals from, and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act make all filings with and to use their reasonable best efforts to take give all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer notices to, or agree toall third parties, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent's ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent's ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company. (c) The Parties shall use reasonable best efforts to: (i) take all other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (iii) takeEntities, or cause to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to any Applicable Law or contract, or otherwise) by such Party in connection with the transactions contemplated by this Agreement and the other Transaction Documents (including as may be required upon one or more exercises of Warrant Shares, and whether such approvals arise from Antitrust Laws or otherwise, or one or more sales of Warrant Shares), which, for the avoidance of doubt, shall include providing, as promptly as reasonably practicable and advisable, such information to any Governmental Entity as such Governmental Entity may request in connection therewith, and (ii) cooperate fully with the other party in promptly seeking to obtain all such exemptions, authorizations, consents, or approvals and to make effective all such transactions. If filings and give such notices. (b) Without limiting the generality of the foregoing, as promptly as practicable after written notice from Amazon, and in any Governmental Authorityevent no later than in accordance with established regulatory time frames, including the parties shall (i) file any antitrust authorityNotification and Report Forms required or advisable under the HSR Act with the Federal Trade Commission and the United States Department of Justice and (ii) file, seeks amendments to the transactions contemplated by this Agreement make or commitments to be undertaken by give, as applicable, all other filings, requests or notices required or advisable under any Party as a condition to refraining from seeking to block such transactionsother Antitrust Laws, allowing the applicable waiting period to expire or releasing such Governmental Authority's consent in each case with respect to such transactionsthe issuance of the Warrant Shares (the “Initial Filing Transaction”) (the filings, requests and notices described in the foregoing clauses (i) and (ii), collectively, the Parties “Initial Antitrust Filings”). In addition, following the receipt of the Initial Antitrust Clearance, to the extent required or advisable by Applicable Law (including, for the avoidance of doubt, any Antitrust Law) in connection with any further issuance of Warrant Shares (in each case, whether in full or in part), the parties shall commence file, make, or give, as applicable, as promptly as reasonably practicable and conduct advisable (as determined in good faith negotiations by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)), any further filings, requests or notices required under any Antitrust Laws, including the HSR Act. Without limiting the generality of the foregoing, each party shall supply as promptly as reasonably practicable to the appropriate Governmental Entities, and in any event no later than in accordance with established regulatory time frames, any information and documentary material that may be required pursuant to the HSR Act or any other for no less than fifteen Antitrust Laws. For purposes of this Agreement, the term “Initial Antitrust Clearance” as of any time means (15x) days prior to such time, the expiration or termination of the waiting period under the HSR Act and use their reasonable best efforts the receipt of all exemptions, authorizations, consents, or approvals, the making of all filings and the giving of all notices, and the expiration of all waiting periods, pursuant to agree upon amendments any other Antitrust Laws, in each case to this Agreement which are necessary the extent required with respect to the Initial Filing Transaction, and (y) the absence at such time of any Applicable Law or Order issued by any court of competent jurisdiction or other legal restraint or prohibition under any Antitrust Law, in order to resolve each case that has the issues raised by such Governmental Authority and permit effect of preventing the consummation of the transactions contemplated herebyany issuances of Warrant Shares.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each Party shall use its reasonable best efforts, and shall cause their Affiliates to use reasonable best efforts, to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the purchase and the sale of the Transferred Assets and the other transactions contemplated by this Agreement, including (i) obtaining entry of the Bankruptcy Court Orders, (ii) obtaining entry of the Admiralty Court Order, (iii) the obtaining of all necessary actions or non-actions, waivers, consents, clearances, approvals, and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (iv) subject to Section 1.3, the obtaining of all necessary consents, approvals or waivers from third parties and (v) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. (b) Subject to the terms and conditions of this Agreement, each of the Company parties shall use its respective reasonable best efforts to make promptly any required submissions and Parent shall filings under applicable Antitrust Laws with respect to the transactions contemplated by this Agreement, promptly furnish information required in connection with such submissions and filing under such Antitrust Laws and, keep the other parties reasonably informed with respect to the status of any such submissions and filings under Antitrust Laws, including with respect to: (A) the receipt of any non-action, action, clearance, consent, approval or waiver, (B) the expiration of any waiting period, (C) the commencement or proposed or threatened commencement of any investigation, litigation or administrative or judicial action or proceeding under Antitrust Laws and, (D) the nature and status of any objections raised or proposed or threatened to be raised under Antitrust Laws with respect to the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing: (i) the Purchaser, the Sellers and RMST agree to (A) make, or cause to be made, appropriate filings pursuant to any Antitrust Laws with respect to the transactions contemplated by this Agreement as soon as practicable, (B) supply as soon as practicable any additional information and documentary material that may be requested pursuant to any Antitrust Law, and (C) use their 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 under Applicable Law to consummate the transactions contemplated by this Agreement as promptly as practicable, including (i) preparing and filing as promptly as practicable, (a) and in any event within five (5) business days of the date of this Agreement, the submission of a continuing membership application with FINRA pursuant to NASD Rule 1017 and (b) with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreement, (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement. (b) In furtherance and not in limitation of the foregoing, each of Parent and the Company shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within five (5) business days of the date of this Agreement and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to use their reasonable best efforts to take all other actions consistent with this Section 5.2(b) necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act any Antitrust Law (including any extensions thereof) as soon as practicable and (ii) each party agrees to (A) supply as soon as practicable any additional information and documentary material that may be required or requested by any Governmental Entity and (B) use its reasonable best efforts to take or cause to be taken all other actions consistent with this Section 5.2(b) as necessary to obtain any necessary approvals, consents, waivers, permits, authorizations or other actions or non-actions from each Governmental Entity as soon as practicable; provided, however, that nothing in this Agreement . The Purchaser shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after responsible for all filing fees under the Effective Time, Antitrust Laws and any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent's ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent's ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect Laws applicable to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Companytransaction. (c) The Parties shall use reasonable best efforts toEach of Purchaser, RMST and Sellers shall: (i) take all promptly notify the other actions necessary parties of, and if in writing, furnish the others with copies of (or, in the case of oral communications, advise the others of the contents of) any communication to cause such Person from a Governmental Entity and permit the expiration or termination of others to review and discuss in advance (and to consider in good faith any applicable waiting periods under Applicable Law as soon as practicable; comments made by the others in relation to) any proposed written communication to a Governmental Entity, (ii) resolve keep the others reasonably informed of any objections which may be asserted by developments, meetings or discussions with any Governmental Authority with Entity in respect to the transactions contemplated by this Agreement; and (iii) takeof any filings, investigation, or cause to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to any Applicable Law or contract, or otherwise) by such Party in connection with inquiry concerning the transactions contemplated by this Agreement and to make effective such transactions. If (iii) not independently participate in any meeting or discussions with a Governmental AuthorityEntity in respect of any filings, including any antitrust authority, seeks amendments to investigation or inquiry concerning the transactions contemplated by this Agreement without giving the other Party prior notice of such meeting or commitments to be undertaken discussions and, unless prohibited by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority's consent Entity, the opportunity to attend or participate; provided that, (A) each of the Purchaser and the Sellers and RMST may designate any non-public information provided to any Governmental Entity as restricted to “Outside Antitrust Counsel” only and any such information shall not be shared with respect employees, officers, managers or directors or their equivalents of the other party without approval of the party providing the non-public information, and (B) materials may be redacted (x) to such transactionsremove references concerning the valuation of the Business, (y) as necessary to comply with contractual arrangements and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (d) Notwithstanding anything herein to the contrary and subject to clause (ii) of the following sentence, the Parties shall commence understand and conduct good faith negotiations with each other for no less than fifteen (15) days and use their agree that reasonable best efforts of Purchaser hereto shall not be deemed to agree upon amendments to include: (A) entering into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Entity in connection with the transactions contemplated hereby or defending against or initiating any lawsuit, action or proceeding, judicial or administrative, challenging this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation of or the transactions contemplated hereby, or (B) proposing, negotiating, agreeing to or offering to commit to any sale, divestiture, license, disposition or separation (including by establishing a trust or otherwise) of, or any limitation on any operation or business of, any of its or any Purchaser Related Party’s businesses, assets or properties. In furtherance, and not in limitation, of the foregoing in this Section 5.2(d), (i) Sellers and RMST shall not, and shall cause their Affiliates not to, propose, negotiate, agree to or offer to commit to any sale, divestiture, license, disposition or separation of any Transferred Asset or RMST Asset, without the prior written consent of Purchaser, and (ii) Purchaser shall not be required to agree to any divestiture, sale or other disposition of any of the Transferred Assets or RMST Assets or any assets of Purchaser or any Purchaser Related Party or agree to any limitation on any operation or business of the Purchaser or any Purchaser Related Party.

Efforts. (a) 6.9.1 Subject to the terms and conditions of this Agreement, each of the Company Parties shall cooperate with each other and Parent each use (and shall use cause their respective Subsidiaries to use) their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary, proper or advisable reasonably necessary under Applicable Law to consummate the transactions contemplated by this Agreement Merger as promptly as practicable, including (i) preparing the obtaining of all necessary actions, waivers, consents and filing approvals from Governmental Entities, the expiry or early termination of any applicable waiting periods, and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of such reasonable steps as promptly as practicablemay be reasonably necessary to obtain an approval or waiver from, or to avoid a Proceeding by, any Governmental Entities, (aii) the delivery of required notices to, and the obtaining of required consents or waivers from, Third Parties, and (iii) the execution and delivery of any additional instruments reasonably necessary to consummate the Merger and to fully carry out the purposes of this Agreement; provided, however, that the Company shall not be permitted to pay, and Parent shall not be obligated to pay or permit or agree to the Company paying, any material cash consideration to any Third Party from whom consent or approval is required (other than filing fees payable to Governmental Entities). 6.9.2 In furtherance and not in limitation of the undertakings pursuant to this Section ‎6.9, each of Parent and the Company shall (i) promptly and in any event within five (5) business days 30 Business Days of the date of this Agreement, hereof prepare and file any notification and report forms and related material required under the submission of a continuing membership application with FINRA pursuant to NASD Rule 1017 HSR Act and (b) with any Governmental Authority additional filings or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications notifications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreement, (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party related material that are necessary, proper or advisable to consummate the transactions contemplated by this Agreementobtain SARB Approval, and (iiiii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement. (bA) In furtherance and not in limitation of the foregoingsubmit, each of Parent and the Company shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within five (5) business days 30 Business Days of the date of this Agreement and hereof, to supply CFIUS a draft joint voluntary notice under Exon-▇▇▇▇▇▇ with respect to the Merger, (B) as promptly as practicable thereafter, file with CFIUS a final joint voluntary notice, and (C) supply any additional information and documentary information or material that may be requested pursuant in connection with the CFIUS review process within the amount of time allowed by CFIUS, and (iii) cooperate with the other Parties in connection with any such filings or notifications, and in connection with resolving any investigation or other inquiry of any Governmental Entity in relation to such filings or notifications, including the U.S. Department of Justice or the U.S. Federal Trade Commission under the HSR Act. 6.9.3 Subject to Applicable Law relating to the HSR Act exchange of information, the Company and to use Parent and their reasonable best efforts to take all respective counsel shall (i) cooperate with each other actions necessary to cause in determining whether any action by or in respect of, or filing with, any Governmental Entity is required, in connection with the expiration or termination consummation of the applicable waiting periods Merger and seeking any such actions, consents, approvals or waivers or making any such filings, (ii) furnish to each other all information required for any application or other filing under the rules and regulations of any Applicable Law in connection with the transactions contemplated by this Agreement (including in connection with CFIUS Clearance), (iii) provide each other with a reasonable advance opportunity to review and comment upon and consider in good faith the views of the other in connection with all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party relating to proceedings under the HSR Act as soon as or in connection with CFIUS Clearance) with a Governmental Entity in connection with the transactions contemplated hereby, (iv) promptly inform each other of any material communication (or other material correspondence or memoranda) received from, or given to, any Governmental Entity in connection with the transactions contemplated hereby, and (v) promptly furnish each other with copies of all material correspondence, filings and written communications between them or their Subsidiaries or Affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to the transactions contemplated hereby. The Company and Parent shall, to the extent practicable, provide the other Party and its counsel with advance notice of and the opportunity to participate in any material discussion or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the transactions contemplated hereby (including in connection with CFIUS Clearance). 6.9.4 Notwithstanding anything else contained herein, Parent and its Subsidiaries shall take, and cause to be taken, all steps necessary to avoid or eliminate any impediment under Applicable Law that may be asserted by a Governmental Entity with respect to, and to satisfy all conditions to the consummation of, the Merger; provided, however, that nothing in this Agreement neither Parent nor any of its Subsidiaries shall require, or be construed to require, Parent to proffer required to, and the Company shall not, without the prior written consent of Parent, (x) in connection with efforts to obtain the expiry or early termination of any applicable waiting period (or any extensions thereof) under the HSR Act or to obtain SARB Approval, offer, propose, agree to, or commit (i) to sell, divest, leasehold separate, license, transfer, cause a Third Party to acquire or otherwise dispose of (A) any of the respective Affiliates of the Company or otherwise hold separate Parent or encumber(B) any of the respective operations, before or after the Effective Timedivisions, any businesses, products, customers, assets, licenses, operations, rights, product lines, businesses properties or interest therein rights of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective Affiliates (a “Divestiture”), (ii) to take any other actions that may limit Parent’s, its Affiliates’, the Company’s or its Affiliates’ conduct in any way or any of the foregoing’s freedom of action with respect to, or ability to retain, one or more of its operations, divisions, businesses, products, customers, assets, licenses, operations, properties or rights, product linesincluding, in the case of Parent, the right to own or operate any portion of the businesses of the Company or interest therein any of its Subsidiaries or Affiliates (a “Restraint”), or (iii) to enter into any Order, consent decree or other agreement to effectuate a Divestiture or Restraint or (y) in connection with efforts to obtain CFIUS Clearance, agree or consent to any agreement condition, agreement, order or burden in order to take any obtain CFIUS Clearance that would (i) prevent Parent from appointing, removing and controlling, at its sole discretion, all of the foregoing actionsdirectors of the Surviving Corporation, (ii) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent's ability to own or operate, any such assets, licenses, restrict Parent from receiving information concerning the operations, rightsfinances, product lines, businesses or interests therein or Parent's ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock sales and customers of the Surviving Corporation if necessary to allow Parent to direct, operate and control the Surviving Corporation as its Subsidiary, or (iii) cause Parent’s control or ownership of the Surviving Corporation and its Subsidiaries to be passive or to otherwise restrict in any material respect the ability of Parent to control and operate the Surviving Corporation and its Subsidiaries or their respective businesses; provided, however, that the limitations on efforts in this Section 6.9.4(y)(i-iii) shall not affect Parent’s efforts obligations to the extent any restrictions proposed by CFIUS solely relate to the transmission of information to, or management of the Surviving Corporation by, any shareholder of Parent’s ordinary shares or representatives (including board representatives) of any such action is reasonably likely shareholder. Nothing in this Section 6.9.4 shall require Parent or its Subsidiaries to contest or resist any Proceeding commenced by a Governmental Entity or to have a Material Adverse Effect on Parent vacated, lifted, reversed or overturned any Order entered in any such Proceeding, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the CompanyMerger. (c) The Parties 6.9.5 Subject to the proviso to Section ‎6.9.1, the Company shall use its reasonable best efforts to: (i) take all other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (iii) take, or cause to be taken, all reasonable actions necessary and to do, or cause to be done, all things reasonably necessary, proper or advisable to obtain each consentthe consents reasonably requested by Parent; provided that the Company shall not take any action to solicit or obtain such consents unless and until the Company or the Company’s counsel is directed to do so by Parent or Parent’s counsel and then only upon the basis so requested, approval or waiver (if any) no such action will be required to be obtained (pursuant to any Applicable Law or contract, or otherwise) by such Party that is not conditioned on the Closing and nothing in connection with this Section 6.9.5 will affect the transactions contemplated by this Agreement Parties’ relative rights and to make effective such transactions. If any Governmental Authority, including any antitrust authority, seeks amendments to the transactions contemplated by this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority's consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation of the transactions contemplated herebyobligations under Article 7.

Efforts. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, each of the Company and Parent shall parties agrees to use their commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things that are necessary, proper or advisable under Applicable Law this Agreement and applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement as promptly as practicable, including using commercially reasonable efforts to accomplish the following: (i) preparing and filing as promptly as practicableobtain all consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including under any Material Contract, (aii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and in authorizations from Governmental Entities, make all necessary registrations, declarations and filings and take all steps as may be necessary to obtain an approval or waiver from, or to avoid any event within five (5) business days Action by, any Governmental Entity, including filings under the HSR Act with the United States Federal Trade Commission and the Antitrust Division of the date United States Department of this AgreementJustice and that the parties otherwise mutually reasonably agree are appropriate and necessary with the applicable Governmental Entities under any other applicable Antitrust Laws within the time periods specified thereunder (or, if such time period is not specified, within a reasonable time), (iii) resist, contest or defend any Action (including administrative or judicial Actions) challenging the submission Merger or the completion of a continuing membership application with FINRA pursuant the transactions contemplated hereby, including seeking to NASD Rule 1017 have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that could restrict, prevent or prohibit consummation of the transactions contemplated hereby, including, without limitation, by pursuing all avenues of administrative and judicial appeal, and (biv) with execute and deliver any Governmental Authority or other third party all documentation to effect all additional instruments necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by hereby and fully to carry out the purposes of this AgreementAgreement without the prior written consent of the other party. (b) Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, (ii) obtaining Parent and maintaining Company shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all approvalsof the information relating to Parent or Company, consentsas the case may be, registrationsand any of their respective Subsidiaries, permitsthat appears in any filing made with, authorizations and other confirmations required to be obtained from or written materials submitted to, any third party and/or any Governmental Authority or Entity in connection with the Merger and the other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and (iii) cooperating to . In exercising the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement. (b) In furtherance and not in limitation of the foregoingforegoing rights, each of Parent and the Company shall make an appropriate filing act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of a Notification any Governmental Entity, Company and Report Form pursuant Parent shall keep each other reasonably apprised of the status of matters relating to the HSR Act with respect to completion of the transactions contemplated hereby hereby, including promptly furnishing the other with copies of notices or other written communications received by Company or Parent, as promptly as practicable and in any event within five (5) business days of the date of this Agreement and to supply as promptly as practicable any additional information and documentary material that case may be requested pursuant to the HSR Act and to use their reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable; provided, however, that nothing in this Agreement shall requirebe, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assetsSubsidiaries, licenses, operations, rights, product lines, businesses or interest therein or to consent to from any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent's ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent's ability to vote, transfer, receive dividends or otherwise exercise full ownership rights Governmental Entity and/or third party with respect to such transactions, and, to the stock of extent practicable under the Surviving Corporation if circumstances and permitted by the Governmental Entity, shall provide the other party and its counsel with the opportunity to participate in any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company. (c) The Parties shall use reasonable best efforts to: (i) take all other actions necessary to cause the expiration or termination meeting with any Governmental Entity in respect of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (iii) takefiling, investigation or cause to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to any Applicable Law or contract, or otherwise) by such Party other inquiry in connection with the transactions contemplated by hereby. In carrying out their obligations under this Agreement and Section 5.5, subject to make effective applicable Law, each of the parties shall not submit or otherwise provide any information to such transactions. If any Governmental Authority, including any antitrust authority, seeks amendments Entity without first having provided a reasonable opportunity to the transactions contemplated other party and its counsel to review and comment upon such information. Any party may, as it deems advisable and necessary, reasonably designate any sensitive material provided to the other parties under this Section 5.5, or otherwise pursuant to this Agreement, as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to the directors, officers or employees of the recipient, unless express written permission is obtained in advance from the source of the materials. (c) Notwithstanding anything in this Agreement Section 5.5 to the contrary, neither party shall be obligated or commitments required (and shall not be obligated or required to cause any of its Subsidiaries) to agree to divest, hold separate or otherwise restrict the use or operation of any business or assets of Company or Parent or any of their respective Subsidiaries or agree to any conduct or other remedy, except to the extent any such divestiture, hold separate, restriction or conduct or other remedy would not reasonably be expected to be undertaken by any Party material to Company and its Subsidiaries, taken as a condition whole, or Parent and its Subsidiaries (other than Company and its Subsidiaries), taken as a whole. (d) Notwithstanding anything to refraining the contrary in this Agreement, in connection with obtaining any approval or consent from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such any Person (other than a Governmental Authority's consent Entity) with respect to the Merger, (i) without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), none of Company or any of its Subsidiaries shall pay or commit to pay to such transactionsPerson whose approval or consent is being solicited any cash or other consideration, the Parties make any commitment or incur any liability or other obligation due to such Person and (ii) neither Parent nor Merger Sub shall commence and conduct good faith negotiations with each be required to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation of the transactions contemplated herebyconsideration, make any commitment or incur any liability or other obligation.

Efforts. (a) Subject to the terms and conditions of set forth in this Agreement, each of the Company and Parent parties hereto shall use their its reasonable best efforts to taketake promptly, or and cause to be taken, all actions actions, and to dodo promptly, or and cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement as promptly as practicableAgreement, including using reasonable best efforts to accomplish the following: (i) preparing and filing as promptly as practicable, (a) and in any event within five (5) business days of the date of this Agreement, the submission of a continuing membership application with FINRA pursuant to NASD Rule 1017 and (b) practicable with any Governmental Authority Entity or other third party Third Party all documentation to effect all necessary necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreement, and (ii) obtaining and maintaining all approvals, consents, waivers, clearances, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority Entity or other third party Third Party that are necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this AgreementAgreement (including the Specified Approvals and the Parent Approvals); provided that the obligations set forth in this sentence shall not be deemed to have been breached as a result of actions by the Company or its Subsidiaries permitted by Section 6.4, Section 8.1(c)(i), and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreementlast sentence of Section 6.5(c). (b) In furtherance and not in limitation of the foregoing, each of the Company, Parent and the Company Merger Sub and their respective Affiliates shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Merger and the other transactions contemplated hereby with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) as promptly as practicable after the date hereof and in any event within five seven (57) business days Business Days of the date of this Agreement hereof. The Company, Parent and to supply Merger Sub shall (i) respond as promptly as practicable to any inquiries received from the FTC or the Antitrust Division for additional information and documentary material that may be requested pursuant to the HSR Act or documentation and to use their reasonable best efforts to take all inquiries and requests received from any State Attorney General or other actions necessary to cause the expiration Governmental Entity in connection with antitrust, competition, trade regulation or termination of the applicable similar matters, and (ii) not extend any waiting periods period under the HSR Act as soon as practicable; providedor enter into any agreement with the FTC or the Antitrust Division not to consummate the Merger or any of the other transactions contemplated by this Agreement, howeverexcept with the prior written consent of the other parties hereto. (c) Parent shall offer to take (and if such offer is accepted, commit to take and take) with respect to itself and its controlled Affiliates and the Company and its Subsidiaries any and all actions necessary, proper or advisable to avoid and eliminate each and every impediment under any antitrust, competition, trade regulation or other applicable Law that nothing in may be asserted by the FTC, the Antitrust Division, any State Attorney General, any other Governmental Entity or any other Person with respect to the Merger or any of the other transactions contemplated by this Agreement shall requireso as to enable the consummation thereof as promptly as practicable after the date hereof, and in any event no later than the End Date, including (i) proposing, negotiating, offering to commit to effect (and if such offer is accepted, committing to effect and effecting), by order, consent decree, hold separate order, trust, or be construed to requireotherwise, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by hold separate of assets or businesses of Parent, Merger Sub, the Company or the Surviving Corporation Corporation, or their respective Subsidiaries or controlled Affiliates, (ii) proposing, negotiating, and offering to commit to take any action (including any action that limits its freedom of action, ownership or control with respect to, or its ability to retain or hold, any of their respective the businesses, assets, licenses, operations, rights, product lines, businesses properties or interest therein services of Parent, Merger Sub, the Company or the Surviving Corporation, or their respective Subsidiaries or controlled Affiliates), and if the offer is accepted, committing to consent take and taking such action, (iii) terminating, relinquishing, modifying or waiving existing or future relationships, ventures, contractual rights, obligations or other arrangements of Parent, Merger Sub, the Company or the Surviving Corporation, or their respective Subsidiaries or controlled Affiliates, (iv) creating any relationships, ventures, contractual rights, obligations or other arrangements of Parent, Merger Sub, the Company or the Surviving Corporation, or their respective Subsidiaries or controlled Affiliates and (v) entering or offering to enter into agreements and stipulating to the entry of an order or decree or filing appropriate applications with any agreement Governmental Entity in connection with any of the actions contemplated by the foregoing clauses (i) through (iv) (provided that the Company shall not be obligated to take any such action unless the taking of such action is expressly conditioned upon the consummation of the foregoing actions) Merger and the other transactions contemplated hereby), in each case, as may be necessary, proper or advisable in order to obtain clearance under the HSR Act, to avoid the entry of, or to agree effect the dissolution of or to vacate or lift, any material changes decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that would otherwise have the effect of restraining, preventing or delaying the consummation of the Merger or any of the other transactions contemplated hereby, or to avoid the commencement of any action or proceeding that seeks to prohibit the Merger or any other transaction contemplated by this Agreement. In addition, Parent shall defend (including through a licensing arrangementlitigation on the merits) or restriction on, or other impairment of Parent's ability to own or operate, against any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent's ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company. (c) The Parties shall use reasonable best efforts to: (i) take all other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be claim asserted by any Governmental Authority with respect Entity or any other Person in order to avoid the entry of, or have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that could restrain, prevent or delay the consummation of the Merger or any of the transactions contemplated by this Agreement; , including by defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement, the Merger or any of the other transactions contemplated hereby. The Company and (iii) takeits counsel shall have the opportunity to participate in any litigation, action, suit or cause to be takenproceeding described in the preceding sentence, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to any Applicable Law or contract, or otherwise) by such Party and Parent and its counsel shall cooperate with and keep informed the Company and its counsel in connection with such litigation, action, suit or proceeding. (d) Parent shall not (and shall cause its controlled Affiliates not to) take any action (including the acquisition by it or its Affiliates of any interest in any Person that derives revenues from products, services or lines of business similar to the products, services or lines of business of the Company and its Subsidiaries) if such action could make it more likely that there would arise any impediments under any antitrust, competition, trade regulation or other applicable Law that may be asserted by the FTC, the Antitrust Division, any State Attorney General or any other Governmental Entity to the consummation of the Merger and the other transactions contemplated by this Agreement as promptly as practicable after the date hereof. (e) Each party hereto shall (i) promptly notify the other parties hereto of any written communication to that party from the FTC, the Antitrust Division, any State Attorney General or any other Governmental Entity and, subject to applicable Law, permit the other parties hereto to review in advance any proposed written communication to any of the foregoing and incorporate the other party’s reasonable comments, (ii) not participate in or agree to make effective such transactions. If participate in any substantive meeting or discussion with any Governmental AuthorityEntity in respect of any filing, including investigation or inquiry concerning any antitrust authorityantitrust, seeks amendments competition or trade regulation matters in connection with this Agreement or the Merger unless it consults with the other parties hereto in advance and, to the extent permitted by such Governmental Entity, gives the other parties hereto the opportunity to attend and participate thereat and (iii) furnish the other parties hereto with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between them and their Affiliates and their respective Representatives, on the one hand, and any Governmental Entity or members or their respective staffs, on the other hand, with respect to any antitrust, competition or trade regulation matters in connection with this Agreement and the Merger, except that any materials concerning the Company’s valuation of the transaction, the Company’s internal financial information or competitively sensitive information of the Company and its Subsidiaries may be redacted or limited to outside counsel pursuant to any applicable joint defense or common interest agreement. Without limiting the foregoing, Parent agrees that, at any time in an investigation, if a Governmental Entity suggests or proffers a settlement of the investigation to permit the Merger and the other transactions contemplated by this Agreement or commitments to be undertaken by consummated, Parent shall promptly (and in any Party as a condition to refraining from seeking to block such transactions, allowing event within two (2) calendar days) communicate the applicable waiting period to expire or releasing such Governmental Authority's consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation terms of the transactions contemplated herebyoffer to the Company.

Efforts. (a) Subject to the terms and conditions of set forth in this Agreement, each of the Company and Parent parties hereto shall use their its commercially reasonable best efforts to taketake promptly, or cause to be taken, all actions actions, and to dodo promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) using its commercially reasonable efforts to obtain all necessary consents, approvals or waivers from third parties, (iii) subject to Section 7.5, the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger and the other transactions contemplated by this Agreement as promptly as practicable, including (i) preparing and filing as promptly as practicable, (a) and in any event within five (5) business days of the date of this Agreement, the submission of a continuing membership application with FINRA pursuant to NASD Rule 1017 and (biv) with the execution and delivery of any Governmental Authority or other third party all documentation to effect all additional instruments necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreement; provided, (ii) obtaining and maintaining all approvalshowever, consentsthat in no event shall the Company, registrationsits Subsidiary, permits, authorizations and other confirmations Parent or Merger Sub be required to be obtained from pay any Governmental Authority fee, penalty or other consideration to any third party that are necessaryfor any consent or approval required for the consummation of the transactions contemplated by this Agreement under any contract or agreement. (b) Subject to the terms and conditions herein provided and without limiting the foregoing, proper or advisable the Company, Parent and Merger Sub shall (i) promptly, but in no event later than fifteen (15) Business Days after the date hereof, file any and all required notification and report forms under the HSR Act with respect to consummate the Merger and the other transactions contemplated by this Agreement, and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement. (b) In furtherance and not in limitation of the foregoing, each of Parent and the Company shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within five (5) business days of the date of this Agreement and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to use their commercially reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent's ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent's ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company. (c) The Parties shall use reasonable best efforts to: (i) take all other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; the HSR Act, (ii) resolve use their commercially reasonable efforts to cooperate with each other in (x) determining whether any objections which may filings are required to be asserted by made with, or consents, permits, authorizations, waivers, clearances, approvals, and expirations or terminations of waiting periods are required to be obtained from, any third parties or other Governmental Authority Entities in connection with respect to the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement; hereby and (y) promptly making all such filings and timely using their commercially reasonable efforts to obtain all such consents, permits, authorizations or approvals, (iii) supply to any Governmental Entity as promptly as practicable any additional information or documents that may be requested pursuant to any Law or by such Governmental Entity and (iv) take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby, including taking all further action as may be necessary to obtain each consentresolve such objections, approval or waiver (if any) required to be obtained , as the FTC, the DOJ, state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction or any other Person may assert under any Law (pursuant other than with respect to any Applicable stockholder litigation or claim related to this Agreement, the Merger or the other transactions contemplated by this Agreement) with respect to the transactions contemplated hereby, and to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than the Termination Date), including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or contractotherwise, the sale, divestiture or disposition of any assets or businesses of Parent or its Subsidiaries or Affiliates or of the Company or its Subsidiary and (y) otherwise taking or committing to take any actions that after the Closing Date would limit the freedom of Parent or its Subsidiaries’ (including the Surviving Corporation’s) or Affiliates’ freedom of action with respect to, or otherwiseits ability to retain, one or more of its or its Subsidiaries’ (including the Surviving Corporation’s) by or Affiliates’ businesses, product lines or assets (the actions described in the foregoing clauses (x) and (y) being “Divestiture Actions”), in each case as may be required in order 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 delaying the Closing; provided that neither the Company nor its Subsidiary shall become subject to, or consent or agree to or otherwise take any action with respect to, any requirement, condition, understanding, agreement or order of a Governmental Entity to sell, hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change the assets or business of the Company or any of its Affiliates, unless such Party requirement, condition, understanding, agreement or order is binding on the Company only in the event that the Closing occurs. Except as otherwise permitted under this Agreement, the Company, Parent and Merger Sub shall not (and shall cause their Subsidiaries and Affiliates not to) take or agree to take any action that would be reasonably likely to prevent or materially delay the Closing. (c) The Company, Parent and Merger Sub shall cooperate and consult with each other in connection with the transactions contemplated by making of all registrations, filings, notifications, communications, submissions, and any other material actions pursuant to this Agreement Section 7.3, and, subject to applicable legal limitations and to make effective such transactions. If the instructions of any Governmental AuthorityEntity, including any antitrust authoritythe Company, seeks amendments on the one hand, and Parent and Merger Sub, on the other hand, shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of all material notices or other material communications received by this Agreement the Company or commitments to be undertaken by Parent, as the case may be, or any Party as a condition to refraining of their respective Subsidiaries or Affiliates, from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such any third party and/or any Governmental Authority's consent Entity with respect to such transactions. Subject to applicable Law relating to the exchange of information, the Parties Company, on the one hand, and Parent and Merger Sub, on the other hand, shall commence permit counsel for the other party reasonable opportunity to review in advance, and conduct consider in good faith negotiations the views of the other party in connection with, any proposed notifications or filings and any written communications or submissions, and with respect to any such notification, filing, written communication or submission, any documents submitted therewith to any Governmental Entity; provided, however, that materials may be redacted (x) to remove references concerning the valuation of the businesses of the Company and its Subsidiary, or proposals from third parties with respect thereto, (y) as necessary or appropriate to address reasonable privilege concerns or reasonable confidentiality concerns relating to proprietary or commercially sensitive information regarding Parent and its operations. Each of the Company, Parent and Merger Sub agrees not to participate in any meeting or discussion, either in person or by telephone, with any Governmental Entity in connection with any material matter relating to the transactions contemplated hereby unless it consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate. (d) In furtherance and not in limitation of the covenants of the parties contained in this Section 7.3, 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 Law, each of the Company, Parent and Merger Sub shall cooperate in all respects with each other for no less than fifteen (15) days and shall use their respective commercially reasonable best efforts to agree upon amendments contest and resist any such action or proceeding and to this Agreement which are necessary have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in order to resolve the issues raised by such Governmental Authority effect and permit the that prohibits, prevents, delays or restricts consummation of the Merger and the other transactions contemplated herebyby this Agreement. (e) Notwithstanding the foregoing provisions of this Section 7.3 or anything else herein to the contrary, Parent shall have the sole right (subject to compliance with its obligations under this Section 7.3) to determine, direct and have full control over the strategy and process by which the parties will seek required approvals under the HSR Act and any other antitrust Laws and to control the defense or prosecution of any claims, actions or proceedings relating thereto, including all matters relating to any Divestiture Actions. (f) Nothing in this Section 7.3 shall limit a party’s right to terminate this Agreement pursuant to Section 9.1(b) or Section 9.1(c) so long as such party has, prior to such termination, complied with its obligations under this Section 7.3.

Efforts. (a) Subject to the terms and conditions of this Agreement, the Company and Parent shall each use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law to consummate and make effective the transactions contemplated by this Agreement Transactions as promptly as practicablepracticable and in any event prior to the End Date, including (i) preparing the obtaining of all necessary actions, waivers, consents and filing as promptly as practicableapprovals from Governmental Authorities, the expiry or early termination of any applicable waiting periods, and the making of all necessary registrations and filings (aincluding filings with Governmental Authorities, if any) and in any event within five (5) business days the taking of the date of this Agreementall steps as may be reasonably necessary to obtain an approval or waiver from, the submission of a continuing membership application with FINRA pursuant or to NASD Rule 1017 and (b) with avoid an action or proceeding by, any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this AgreementAuthorities, (ii) the delivery of required notices to, and the obtaining and maintaining all approvalsof required consents or waivers from, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, Third Parties and (iii) cooperating the execution and delivery of any additional instruments necessary to consummate the extent reasonable with Merger and to fully carry out the other parties hereto in their efforts to comply with their obligations under purposes of this Agreement. (b) In furtherance and not in limitation of the foregoingundertakings pursuant to this Section 6.10, each of Parent and the Company shall make an appropriate filing of a Notification (i) prepare and Report Form pursuant to file any notification and report forms and related material required under the HSR Act or other applicable Antitrust Laws with respect to the transactions contemplated hereby Transactions (if any), and any additional filings or notifications and related material that are necessary, proper or advisable to permit consummation of the Transactions, as promptly as practicable and (but in any no event within five later than ten (510) business days of Business Days from the date of this Agreement for the filing of any notification and report forms and related material required under the HSR Act except by mutual consent confirmed in writing), (ii) provide or cause to supply be provided as promptly as practicable any additional information and documentary material that may be requested pursuant to by the DOJ or FTC under the HSR Act or by other Governmental Authorities under applicable Antitrust Laws (if any) and to (iii) use their reasonable best efforts to take all other such actions as are necessary or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent's ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent's ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company. (c) The Parties shall use reasonable best efforts to: (i) take all other actions necessary to cause the obtain prompt expiration or termination of any applicable waiting periods under period or other approval of consummation of the Transactions by the DOJ or FTC or other applicable Governmental Authorities, including to cause to be lifted or vacated any restraint, injunction or other legal impediment to any of the Transactions. Parent shall pay all filing fees payable pursuant to the HSR Act or other applicable Antitrust Laws (if any). (c) Subject to Applicable Law as soon as practicable; Law, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any material filing made with, or written materials to be submitted to, any Governmental Authority in connection with the Transactions, (ii) resolve promptly inform each other of any objections which may be asserted by material communication (or any other material correspondence or memoranda) received from, or given to, the DOJ or the FTC and (iii) promptly furnish each other with copies of all correspondence, filings and written communications between them or their Subsidiaries or Affiliates, on the one hand, and any Governmental Authority or its respective staff, on the other hand, with respect to the transactions contemplated by this Agreement; Transactions. The Company and Parent shall (iii) take, or cause to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant with respect to any Applicable Law in-person discussion or contractmeeting), and shall to the extent practicable (with respect to any telephonic discussion or otherwise) by such Party meeting), provide the other party and its counsel with advance notice of and the opportunity to participate in any material discussion or meeting with any Governmental Authority in respect of any filing, investigation or other inquiry in connection with the transactions contemplated by this Agreement and Transactions. Neither Parent nor the Company shall commit to make effective such transactions. If or agree with any Governmental AuthorityAuthority to stay, including toll or extend any antitrust authority, seeks amendments to the transactions contemplated by this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority's under the HSR Act without the prior written consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation of the transactions contemplated herebyother. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.10 as “Antitrust Counsel Only Material.” Notwithstanding anything to the contrary in this Section 6.10, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and the Company Subsidiaries.

Efforts. (a) Subject to the terms and conditions of this Agreement, including Section 7.1(i), each of the Company and Parent shall use their reasonable best efforts to take, or cause to be taken, all the following actions and to do, or cause to be done, all incidental things necessary, proper or advisable under Applicable applicable Law to consummate and make effective the Merger and the other transactions contemplated by this Agreement as promptly as practicable, including practicable after the date of this Agreement: (i) preparing and filing filing, in consultation with the other Parties, as promptly as practicable, (a) and in any event within five (5) business days of the date of this Agreement, the submission of a continuing membership application with FINRA pursuant to NASD Rule 1017 and (b) practicable with any Governmental Authority or other third party Third Party all documentation to effect all necessary necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreement, and (ii) obtaining and maintaining (and cooperating with each other to obtain or maintain) all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party Third Party, in each case, that are necessary, proper or advisable to consummate and make effective the Merger and the other transactions contemplated by this Agreement (including the Station Divestiture) (whether or not such approvals, consents, registrations, permits, authorizations and other confirmations are conditions to the consummation of the Merger pursuant to Article VIII); provided, however, that, except as expressly provided in this Agreement, no party shall be required to pay (and, without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), none of the Company or its Subsidiaries shall pay or agree to pay) any fee, penalty or other consideration to any other Third Party (other than any filing fees paid or payable to any Governmental Authority) for any approval, consent, registration, permit, authorization or other confirmation required for the consummation of the transactions contemplated by this Agreement; provided, further, that the Parties agree and (iiiacknowledge that, except as provided in Section 8.1(b) cooperating and Section 8.2(d), receipt of any such any approval, consent, registration, permit, authorization or other confirmation is not a condition to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this AgreementClosing. (b) In furtherance and not in limitation of the foregoing, each of Parent and the Company shall make an make, as promptly as reasonably practicable (i) appropriate filings of Notification and Report Forms pursuant to the HSR Act with respect to the transactions contemplated by this Agreement; provided that the filing by each of Parent and the Company of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event Merger shall be made within five ten (510) business days Business Days of the date of this Agreement Agreement, unless a later date is agreed to in writing by both Parent and the Company, and (ii) the FCC Applications with respect to supply as the transactions contemplated by this Agreement; provided that the FCC Applications with respect to the Merger shall be made within ten (10) Business Days of the date of this Agreement, unless a later date is agreed to in writing by both Parent and the Company. Each of the Company and Parent shall respond promptly as practicable any to all requests for additional information and documentary material that may be requested pursuant by a Governmental Authority, and shall comply promptly with such requests unless the Parent and Company agree with each other to the HSR Act defer compliance, and to shall use their reasonable best efforts to take all other actions necessary and appropriate to obtain all necessary approvals and to cause the expiration or termination of the applicable waiting periods under as soon as practicable so as to permit consummation of the HSR Act contemplated transactions as soon as practicable; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent's ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent's ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company. (c) The Parties Company and Parent shall each request early termination of the waiting period with respect to the Merger and the Station Divestiture, if applicable, under the HSR Act and neither Parent nor the Company shall, without the written consent of the other: (i) pull and refile any notification under the HSR Act, (ii) agree to extend any waiting period, (iii) enter into any timing agreement with any Governmental Authority, or (iv) agree with any Governmental Authority not to consummate the transactions contemplated by this Agreement for any period of time. (d) Except as prohibited by applicable Law or Order, each of Parent and the Company shall (i) cooperate and consult with each other in connection with any filing or submission with a Governmental Authority in connection with the transactions contemplated by this Agreement and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the transactions contemplated by this Agreement, including any proceeding initiated by a private party, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions, (ii) promptly inform the other Party of (and if in writing, supply to the other Party) any substantive or procedural communication received by such Party from, or given by such Party to, the Federal Trade Commission, the DOJ, the FCC or any other similar Governmental Authority 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 by this Agreement, (iii) consult with each other prior to taking any material position with respect to the filings under the HSR Act, the Communications Act and the FCC Rules in discussions with or filings to be submitted to any Governmental Authority, (iv) permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, presentations, memoranda, briefs, arguments, opinions and proposals to be submitted to any Governmental Authority with respect to filings under the HSR Act, the Communications Act and the FCC Rules and (v) coordinate with the other in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by such Party with any Governmental Authority relating to this Agreement or the transactions contemplated hereby under the HSR Act, the Communications Act and the FCC Rules; provided, that documents or information required to be provided pursuant to this Section 7.1(d) (x) may be redacted as necessary (I) to comply with contractual arrangements, (II) to address good faith legal privilege concerns, or (III) to remove references concerning the valuation or alternative bidders, and (y) may be designated as “outside counsel only,” which materials and the information contained therein shall be given only to outside counsel and previously-agreed consultants of the recipient and will not be disclosed by such outside counsel or consultants to employees, officers, or directors of the recipient without the advance written consent of the party providing such materials. (e) The Company and Parent acknowledge that, to the extent reasonably necessary to expedite the grant by the FCC of any application for renewal of any FCC License with respect to any Company Station and thereby to facilitate the grant of the FCC Consent with respect to such Company Station, each of the Company, Parent and their applicable Subsidiaries shall be permitted to enter into tolling agreements with the FCC to extend the statute of limitations for the FCC to determine or impose a forfeiture penalty against such Company Station in connection with (i) any pending complaints that such Company Station aired programming that contained obscene, indecent or profane material or (ii) any other enforcement matters against such Company Station with respect to which the FCC may permit the Company or Parent (or any of their respective Subsidiaries) to enter into a tolling agreement. For each application for renewal of any Company Station License (a “Renewal Application”) that is pending on the date hereof or that must be filed prior to the grant of the FCC Consent, Parent shall request in the FCC Applications that the FCC apply its policy permitting the processing of transfer of control or assignment of FCC authorizations in transactions involving multiple stations notwithstanding the pendency of one or more Renewal Applications (the “FCC Renewal Policy”). Parent shall make such customary representations and agree to such customary undertakings in the FCC Applications as are reasonably required to invoke the FCC Renewal Policy, including undertakings to assume the position of the applicant before the FCC with respect to any pending Renewal Application and to assume the corresponding regulatory risks relating to any such Renewal Application. (f) If the Closing shall not have occurred for any reason within the original effective period of the FCC Consent, and neither party shall have terminated this Agreement pursuant to the terms hereof, the Company and Parent shall use their reasonable best efforts to obtain one or more extensions of the effective period of the FCC Consent to permit consummation of the transactions hereunder. Upon receipt of the FCC Consent, the Company and Parent shall use their respective reasonable best efforts to maintain in effect the FCC Consent to permit consummation of the transactions hereunder. No extension of the FCC Consent shall limit the right of the Company and Parent to terminate this Agreement pursuant to the terms hereof. (g) Unless prohibited by applicable Law or Order or by the applicable Governmental Authority, each of the Company and Parent shall (i) not participate in or attend any meeting, or engage in any substantive or procedural conversation, telephone call or video conference, with any Governmental Authority in respect of the Merger (including with respect to any of the actions referred to in Section 7.1(a))) without the other, (ii) give the other reasonable prior notice of any such meeting or conversation and (iii) in the event one such Party is prohibited by applicable Law or Order or by the applicable Governmental Authority from participating or attending any such meeting or engaging in any such conversation, keep the non-participating Party reasonably apprised with respect thereto. (h) Subject to Section 7.1(i), each of the Company and Parent shall use reasonable best efforts to: (i) to take all other actions necessary to cause the expiration avoid or termination of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which eliminate each and every impediment that may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement so as to enable the Closing to occur as soon as possible, including (i) the use of reasonable best efforts to avoid the entry of, or the commencement of any Proceeding in any forum that could result in, any permanent, preliminary or temporary Order that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement; , including the proffer and agreement by Parent of its willingness to use such reasonable best efforts, and promptly to use such reasonable best efforts to undertake the Station Divestiture (as defined in Schedule 7.1(h)) and Approval Actions listed on Schedule 7.1(h), and (iiiii) the use of reasonable best efforts to take, in the event that any permanent or cause preliminary Order is entered or issued, or becomes reasonably foreseeable to be takenentered or issued, all actions necessary to obtain each consent, approval in any proceeding or waiver (if any) required to be obtained (pursuant to inquiry of any Applicable Law or contract, or otherwise) by such Party in connection with kind that would make consummation of the transactions contemplated by this Agreement and to make effective such transactions. If any Governmental Authority(including the Station Divestiture) in accordance with its terms unlawful or that would delay, including any antitrust authorityrestrain, seeks amendments to prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement (including the Station Divestiture), any and all steps (including the appeal thereof and the posting of a bond) necessary to resist, vacate, modify, reverse, suspend, prevent, eliminate or commitments remove such actual, anticipated or threatened Order so as to be undertaken permit such consummation on a schedule as close as possible to that contemplated by any Party as a condition this Agreement. In furtherance of the foregoing, Parent shall take the actions described in Schedule 7.1(h) in accordance with the terms thereof. (i) Notwithstanding anything herein to refraining from seeking to block such transactionsthe contrary, allowing the applicable waiting period to expire nothing set forth in this Section 7.1 or releasing such Governmental Authority's consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to otherwise in this Agreement which are necessary in order shall: (i) require, or be construed to resolve require the issues raised by Company, Parent or any of their respective Subsidiaries to take, or agree to take, any Station Divestiture or Approval Action, unless such Governmental Authority and permit Station Divestiture or Approval Action shall be conditioned upon the consummation of the transactions Merger; (ii) require, or be construed to require Parent or any of its Subsidiaries to agree or propose to take or consent to the taking of any Station Divestiture, Approval Actions or any other actions contemplated herebyby this Section 7.1, other than (x) the Station Divestiture and Approval Actions listed on Schedule 7.1(h); or (iii) require the Company, SpinCo or its Subsidiaries that are SpinCo Entities (x) to sell, divest, dispose of, hold separate or otherwise limit its freedom of action with respect to any SpinCo Asset (as defined in the Separation and Distribution Agreement), (y) retain any RemainCo Asset or RemainCo Liability (as such terms are defined in the Separation and Distribution Agreement) unless (A) such retention would not reasonably be expected to prevent, impede or materially delay the Closing, (B) in the case of a RemainCo Asset, Parent agrees that the Company or SpinCo may retain such RemainCo Asset for no consideration or cost to the Company or SpinCo and (C) in the case of a RemainCo Liability, Parent agrees to fully reimburse and indemnify the Company or SpinCo, as applicable, against such RemainCo Liability, with the form and substance of the agreements by Parent referenced in each of the preceding clauses (B) and (C) to be reasonably satisfactory to the Company in its good faith determination. (j) The Company shall use commercially reasonable efforts to obtain any third party consents required under any Company Material Contract. Schedule 7.1(j) identifies those consents the receipt of which is a condition precedent to Parent’s obligation to close under this Agreement (the “Required Consents”), subject to the terms of Schedule 7.1(j).

Efforts. (a) Subject From and after the date hereof, and subject to the terms and conditions of this Agreement, the Company Purchaser and Parent Seller shall, and shall cause their respective Affiliates to, use their respective reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper or advisable under Applicable any applicable Law to consummate and make effective as promptly as reasonably practicable the Transaction and the other transactions contemplated by this Agreement, including (i) the preparation and filing of all forms, registrations, Filings and notices required to be filed to satisfy the conditions precedent to this Agreement (including those set forth in Section 8.1) and to consummate the Transaction and the other transactions contemplated by this Agreement as soon as practicable and (ii) the execution and delivery of any additional instruments necessary to consummate the Transaction and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. Without limiting the foregoing, Purchaser and Seller shall, and shall cause their respective Affiliates to, use their respective reasonable best efforts to obtain (and shall cooperate with each other in obtaining) any Regulatory Approvals (which actions shall include promptly as practicablefurnishing the other party (or the applicable Governmental Entity) with all information reasonably required in connection therewith) required to be obtained or made by Purchaser, Seller, the other Seller Entities or the Purchased Entity (or Subsidiaries thereof) or any of their Affiliates in connection with the Transaction or the other transactions contemplated by this Agreement, including (i) preparing and filing that Seller or the Purchased Entity shall as promptly soon as practicablepracticable and, (a) and in any event within five event, no later than required by applicable Law, prepare and file with the relevant Governmental Entity any notices required in connection with the Transaction. With respect to any applicable Regulatory Approvals under Financial Services Requirements and Gaming Laws not set forth on Section 3.5 of the Seller Disclosure Schedules, each Party agrees to use its reasonable best efforts and cooperate with the other Parties (5A) business days in determining if any such Regulatory Approvals are not required in connection with the Transactions contemplated by this Agreement, and (B) if determined by the Parties that any such Regulatory Approvals are required, in timely making any filings required to be made by it to obtain such required Regulatory Approvals. Seller and the Purchased Entity (and its Subsidiaries) shall cooperate in good faith with Purchaser (or its legal counsel) to satisfy all required obligations in relation to any required Filings to be made by Purchaser in respect of the Transaction. Additionally, Purchaser and Seller shall not, and shall cause their respective Subsidiaries not to, take any action after the date of this Agreement that would reasonably be expected to impair or materially delay the obtaining of, or result in not obtaining, any Regulatory Approval necessary to be obtained prior to the Closing. Without limiting the foregoing, Purchaser and Seller shall not, and shall cause their respective Subsidiaries not to, acquire or enter into a definitive agreement to acquire, by merger, consolidation, stock or asset purchase or otherwise, any business or corporation, partnership or other business organization or division thereof, or merge or consolidate with any other Person, if such transaction would reasonably be expected to materially impair or materially delay the obtaining of, or result in not obtaining, any Regulatory Approval required to be obtained to satisfy the conditions set forth in Section 8.1(a). Purchaser and Seller shall not, without the prior written consent of the other party, extend or offer or agree to extend any waiting period under the HSR Act or any other Regulatory Law or other Law under which a Regulatory Approval is required, or enter into any agreement with any Governmental Entity related to this Agreement, the submission of a continuing membership application with FINRA pursuant to NASD Rule 1017 other Transaction Documents, the Amended and (b) with any Governmental Authority Restated LLC Agreement or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreement. (b) Prior to the Closing, Purchaser and Seller shall each keep the other reasonably apprised of the status of matters relating to the completion of the Transaction and the other transactions contemplated by this Agreement and work cooperatively in connection with obtaining all Regulatory Approvals. In that regard, prior to the Closing, subject to the Confidentiality Agreement and Section 5.3, each Party shall promptly consult with the other Party to provide any necessary information with respect to (iiand, in the case of correspondence, provide the other Party (or its counsel) obtaining copies of) all Filings made by such Party or any of its Affiliates with any Governmental Entity or any other information supplied by such Party or any of its Affiliates to, or material or substantive correspondence with, a Governmental Entity in connection with this Agreement, the Transaction and maintaining all approvalsthe other transactions contemplated by this Agreement. Subject to the Confidentiality Agreement and Section 5.3, consentseach Party shall promptly inform the other Party, registrationsand if in writing, permitsfurnish the other Party with copies of (or, authorizations and in the case of oral communications, advise the other confirmations required to be obtained Party orally of) any material or substantive communication received by such Party or any of its Affiliates or Representatives from any Governmental Authority or Entity regarding the Transaction and the other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and permit the other Party to review and discuss in advance, and consider in good faith the views of the other Party in connection with, any proposed communication with any such Governmental Entity. If either Party or any Affiliate or Representative of such Party receives a request for additional information or documentary material from any Governmental Entity with respect to the Transaction or the other transactions contemplated by this Agreement, then such Party will make, or cause to be made, promptly and after consultation with the other Party, an appropriate response to such request. None of Purchaser, Seller or their respective Affiliates or Representatives shall, unless otherwise required by the applicable Governmental Entity, participate in any meeting with any Governmental Entity in connection with this Agreement and the Transaction or the other transactions contemplated by this Agreement (or make oral submissions at meetings or in telephone or other conversations) unless it consults with the other Party in advance and, to the extent not prohibited by such Governmental Entity or any applicable Law, gives the other Party the opportunity to attend and participate thereat. Subject to the Confidentiality Agreement and Section 5.3, each Party shall furnish the other Party with copies of all correspondence and Filings (or, in the case of oral communications, advise the other Party of the substance thereof) between it or any of its Affiliates or Representatives, on the one hand, and any Governmental Entity, on the other hand, with respect to this Agreement and the Transaction or the other transactions contemplated by this Agreement, and promptly furnish the other Party with such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of Filings to any such Governmental Entity. Purchaser and Seller may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Agreement as “outside counsel only.” Such materials and the information contained therein shall be given only to the recipient’s outside legal counsel and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials (Purchaser or Seller, as the case may be) or its legal counsel; provided, however, that materials provided to another Party pursuant to this Section 5.1 may be redacted by the providing Party (i) to remove references concerning the valuation of or future plans for the Business or the Sale Process, (ii) as necessary to comply with contractual obligations or applicable Law and (iii) cooperating as necessary to address reasonable privilege or confidentiality concerns. (c) Without limiting the extent reasonable foregoing, (i) Purchaser and Seller shall, and shall cause their respective Affiliates to, file, as promptly as practicable, but in any event no later than ten (10) Business Days after the date of this Agreement, notifications under the HSR Act, and (ii) Purchaser and Seller shall, and shall cause their respective Affiliates to, file as promptly as practicable following the date of this Agreement, any other Filing required to obtain any other Regulatory Approvals, which, with respect to Filings (or draft Filings, if applicable) with respect to competition or foreign direct investment filings, shall be filed no more than forty-five (45) days after the other parties hereto in their efforts to comply with their obligations under date of this Agreement. (bd) In furtherance and not in limitation of the foregoing, each of Parent and the Company shall make an appropriate filing of a Notification and Report Form pursuant notwithstanding anything in this Agreement to the HSR Act contrary, Purchaser shall, and shall cause its Subsidiaries to, take all such action as may be necessary to avoid or eliminate each and every impediment under any applicable Law with respect to the transactions contemplated hereby and to resolve such objections, if any, as promptly any Governmental Entity or any other Person may assert under any applicable Law with respect to the transactions contemplated hereby, so as to enable the Closing to occur as soon as reasonably practicable (and in any event within five (5) business days so as to enable the Closing to occur prior to the Outside Date). In furtherance of the date of this Agreement foregoing, Purchaser shall proffer to and agree to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to use their reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate or encumberseparate, before or after the Effective TimeClosing, any assets, licenses, operations, rights, product or service lines, businesses or interest interests therein of Parent the Business or any Affiliate of Purchaser or its Subsidiaries (or to and consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance encumbering by Parent, the Company or the Surviving Corporation Seller Entities of any assets of their respective assets, licenses, operations, rights, product lines, businesses the Business or interest therein or to consent to any agreement by any of the Seller Entities to take any of the foregoing actions) or to and agree to make any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent's Purchaser’s or the Purchased Entity’s or its Subsidiaries’ ability to own own, retain or operate, any such assets, licenses, operations, rights, product or service lines, businesses or interests therein or Parent's Purchaser’s ability to vote, transfer, receive dividends dividends, or otherwise exercise full ownership rights with respect to ownership interests in the stock Business or of Purchaser or its Subsidiaries. Notwithstanding anything in this Agreement to the Surviving Corporation if contrary, none of Purchaser, Seller or their respective Affiliates shall be obligated to take or agree or commit to take any action (i) that is not conditioned on the Closing or (ii) that relates to any Excluded Assets or Retained Businesses; and in no event shall Seller or any of its Affiliates (other than the Purchased Entity and its Subsidiaries) be required to be the licensing, selling, divesting, leasing, transferring, disposing or encumbering party under any such agreements, if taking such action is would reasonably likely be expected to have a Material Adverse Effect more than an immaterial impact on Parent any business or product line of Seller or any of its Affiliates (other than the CompanyPurchased Entity and its Subsidiaries), and, in any case, Seller and its Affiliates (other than the Purchased Entity and its Subsidiaries) shall have no direct or indirect obligation or Liability in respect of any such agreements, transactions or relationships, including any indemnification obligations, for which Seller and its Affiliates (other than the Purchased Entity and its Subsidiaries) are not fully indemnified by Purchaser. (ce) The Parties In furtherance of the foregoing, prior to the Closing and upon Purchaser’s prior written request, Seller shall (or shall cause its Affiliates to), use its reasonable best efforts toto do the following: (i) take all other actions necessary to cause surrender of the expiration Jersey Money Service Business License held by Seller or termination one of any applicable waiting periods under Applicable Law as soon as practicableits Subsidiaries; (ii) resolve amend the existing Singapore License under the Payment Services Act held by Seller or one of its Subsidiaries; and (iii) amend or terminate any objections which may be asserted by pending, and not file any Governmental Authority with respect to new, Financial Services License applications, except, in the case of each of clauses (i) through (iii), if any such surrender, amendment or termination would result in any additional required Regulatory Approval or a material delay of any of the transactions contemplated by this Agreement; . (f) Whether or not the Transaction is consummated but subject to Section 11.12, Purchaser shall be responsible for all filing and similar fees and payments payable to any Governmental Entity in order to obtain any Approvals pursuant to this Agreement excluding, for avoidance of doubt, the fees of and payments to Seller’s legal and professional advisors and fees. (iiig) takeNotwithstanding anything in this Agreement to the contrary, except as contemplated by Section 5.1(f), none of Seller, the other Seller Entities or any of their respective Affiliates shall under any circumstance be required to pay or commit to pay any amount or incur any obligation in favor of or offer or grant any accommodation (financial or otherwise, regardless of any provision to the contrary in the underlying Contract, including any requirements for the securing or posting of any bonds, letters of credit or similar instruments, or cause the furnishing of any guarantees) to be taken, all actions necessary any Person to obtain each consent, approval or waiver (if any) any Approval that may be required to be obtained (pursuant to any Applicable Law or contract, or otherwise) by such Party in connection with the Transaction or the other transactions contemplated by this Agreement and Agreement. None of Seller, the other Seller Entities, Purchaser or any of their respective Affiliates shall have any Liability whatsoever to make effective such transactions. If Purchaser or any Governmental Authority, including any antitrust authority, seeks amendments of its Affiliates arising out of or relating to the failure (in and of itself, without any breach by Seller of any of its obligations hereunder) to obtain any Approvals that may be required in connection with the Transaction and the other transactions contemplated by this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority's consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation of the transactions contemplated herebyAgreement.

Efforts. (a) Subject to the terms and conditions of this Agreement, the Company and Parent shall each use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable reasonably necessary under Applicable Law to consummate the transactions contemplated by this Agreement as promptly as practicableTransactions, including (i) preparing the obtaining of all necessary actions, waivers, consents and filing as promptly as practicableapprovals from Governmental Authorities, the expiry or early termination of any applicable waiting periods, and the making of all necessary registrations and filings (aincluding filings with Governmental Authorities, if any) and in any event within five (5) business days the taking of the date of this Agreementsuch commercially reasonable steps as may be reasonably necessary to obtain an approval or waiver from, the submission of a continuing membership application with FINRA pursuant or to NASD Rule 1017 and (b) with avoid an action or proceeding by, any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this AgreementAuthorities, (ii) the delivery of required notices to, and the obtaining and maintaining all approvalsof required consents or waivers from, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, Third Parties and (iii) cooperating the execution and delivery of any additional instruments reasonably necessary to consummate the extent reasonable with Merger and to fully carry out the other parties hereto in their efforts to comply with their obligations under purposes of this Agreement. (b) In furtherance and not in limitation of the foregoingundertakings pursuant to this Section 6.11, each of Parent and the Company shall make an appropriate filing of a Notification (i) prepare and Report Form pursuant to file any notification and report forms and related material required under the HSR Act with respect Act, and any additional filings or notifications and related material that are necessary, proper or advisable to permit consummation of the transactions contemplated hereby Transactions, as promptly as practicable and (but in any no event within five later than ten (510) business days of Business Days from the date of this Agreement for the filing of any notification and report forms and related material required under the HSR Act) except by mutual consent confirmed in writing), (ii) provide or cause to supply be provided as promptly as practicable any additional information and documentary material that may be requested pursuant to by the DOJ or FTC under the HSR Act and to (iii) use their reasonable best efforts to take all other such actions as are necessary or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent's ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent's ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company. (c) The Parties shall use reasonable best efforts to: (i) take all other actions necessary to cause the obtain expiration or termination of any applicable waiting periods under period or other approval of consummation of the Transactions by the DOJ or FTC as promptly as practicable, including to cause to be lifted any restraint, injunction or other legal impediment to the Merger. (c) Subject to Applicable Law as soon as practicable; relating to the exchange of information, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any material filing made with, or written materials to be submitted to, any Governmental Authority in connection with the Transactions, (ii) resolve promptly inform each other of any objections which may be asserted by material communication (or other material correspondence or memoranda) received from, or given to, the DOJ or the FTC and (iii) promptly furnish each other with copies of all material correspondence, filings and written communications between them or their Subsidiaries or affiliates, on the one hand, and any Governmental Authority or its respective staff, on the other hand, with respect to the transactions contemplated by this Agreement; Transactions. The Company and (iii) takeParent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any material discussion or cause to be takenmeeting with any Governmental Authority in respect of any filing, all actions necessary to obtain each consent, approval investigation or waiver (if any) required to be obtained (pursuant to any Applicable Law or contract, or otherwise) by such Party other inquiry in connection with the transactions contemplated by this Agreement and Transactions. Neither Parent nor the Company shall commit to make effective such transactions. If or agree with any Governmental AuthorityAuthority to stay, including toll or extend any antitrust authority, seeks amendments to the transactions contemplated by this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period under the HSR Act without the prior written consent of the other. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to expire the other under this Section 6.11 as “Antitrust Counsel Only Material.” Notwithstanding anything to the contrary in this Section 6.11, materials provided to the other party or releasing such its counsel may be redacted to remove references concerning the valuation of the Company and the Company Subsidiaries. (d) Parent shall have, except where prohibited by Applicable Law, responsibility for determining the strategy for dealing with any Governmental Authority's consent with respect Authority regarding Applicable Law relating to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to antitrust matters. Nothing in this Agreement which are necessary shall obligate Parent or Merger Sub or any Subsidiary of Parent to, and the Company shall not and shall cause each Company Subsidiary to not, agree to limit in order any manner whatsoever (i) any rights of ownership of any securities (including the Shares), or to resolve the issues raised by such Governmental Authority and permit the consummation divest, dispose of or hold separate any securities or all or a portion of their respective businesses, assets or properties or of the transactions contemplated herebybusiness, assets or properties of their repective Subsidiaries, or (ii) the ability of such entities (A) to conduct their respective businesses or own such assets or properties or to conduct the businesses or own the properties or assets of their respective Subsidiaries or (B) to control their respective businesses or operations or the businesses or operations of their respective Subsidiaries.

Efforts. (a) Subject to the terms and conditions of set forth in this Agreement, each of the Company parties hereto shall, and Parent shall cause its Subsidiaries to, use their its reasonable best efforts (subject to, and in accordance with, applicable Law) to taketake promptly, or to cause to be taken, all actions actions, and to dodo promptly, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law to consummate and make effective the Merger and the other transactions contemplated hereby, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby and (iv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by this Agreement as promptly as practicablehereby; provided, including however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Effective Time any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Merger under any Contract (other than de minimis amounts or if Parent and Merger Sub have provided adequate assurance of repayment). (b) Subject to the terms and conditions herein provided and without limiting the foregoing, the Company and Parent shall (i) preparing and filing as promptly as practicablepracticable after the date hereof, make their respective filings and thereafter make any other required submissions under the HSR Act, (aii) use reasonable best efforts to cooperate with each other in (x) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers or approvals are required to be obtained from, any third parties or other Governmental Entities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (y) timely making all such filings and timely seeking all such consents, permits, authorizations or approvals, (iii) use reasonable best efforts to take, or to cause to be taken, all other actions and to do, or to cause to be done, all other things necessary, proper or advisable to consummate and make effective the Merger and the other transactions contemplated hereby, including taking all such further action as reasonably may be necessary to resolve such objections, if any, as the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, state or foreign antitrust enforcement authorities or competition authorities, other Governmental Entities in connection with the Specified Regulatory Clearances, or other state or federal regulatory authorities of any other nation or other jurisdiction or any other person may assert under Regulatory Law (as hereinafter defined) with respect to the Merger and the other transactions contemplated hereby, and to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible (and in any event within five no later than the End Date (5as hereinafter defined)), and (iv) business days subject to applicable legal limitations and the instructions of any Governmental Entity, keep each other apprised of the date status of this Agreement, matters relating to the submission completion of a continuing membership application with FINRA pursuant to NASD Rule 1017 and (b) with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreement, (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and (iii) cooperating including to the extent reasonable with permitted by Law promptly furnishing the other parties hereto in with copies of notices or other communications received by the Company or Parent, as the case may be, or any of their efforts to comply Subsidiaries, from any third party and/or any Governmental Entity with their obligations under this Agreementrespect thereto. (bc) In Subject to Section 5.11, and in furtherance and not in limitation of the foregoingcovenants of the parties contained in this Section 5.6, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger or any other transaction contemplated by this Agreement, each of Parent and the Company and Parent shall make an appropriate filing of a Notification cooperate in all respects with each other and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within five (5) business days of the date of this Agreement and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to shall use their respective reasonable best efforts to take all contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other actions necessary to cause the expiration order, whether temporary, preliminary or termination permanent, that is in effect and that prohibits, prevents or restricts consummation of the applicable waiting periods under Merger or any other transactions contemplated hereby. Notwithstanding the HSR Act as soon as practicable; providedforegoing or any other provision of this Agreement, however, that nothing in this Section 5.6 shall limit a party’s right to terminate this Agreement shall require, or be construed pursuant to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actionsSection 7.1(b)(i) or (ii) so long as such party has, prior to agree to any material changes (including through a licensing arrangement) or restriction onsuch termination, or other impairment of Parent's ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent's ability to vote, transfer, receive dividends or otherwise exercise full ownership rights complied with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Companyits obligations under this Section 5.6. (cd) The Parties shall use reasonable best efforts to: (i) take all other actions necessary to cause the expiration or termination For purposes of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (iii) take, or cause to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to any Applicable Law or contract, or otherwise) by such Party in connection with the transactions contemplated by this Agreement and to make effective such transactions. If any Governmental Authority, including any antitrust authority, seeks amendments to the transactions contemplated by this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority's consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation of the transactions contemplated hereby.“

Efforts. (a) 6.9.1 Subject to the terms and conditions of this Agreement, each of the Company Parties shall cooperate with each other and Parent each use (and shall use cause their respective Subsidiaries to use) their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary, proper or advisable reasonably necessary under Applicable Law to consummate the transactions contemplated by this Agreement Merger as promptly as practicable, including (i) preparing the obtaining of all necessary actions, waivers, consents and filing approvals from Governmental Entities, the expiry or early termination of any applicable waiting periods, and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of such reasonable steps as promptly as practicablemay be reasonably necessary to obtain an approval or waiver from, or to avoid a Proceeding by, any Governmental Entities, (aii) the delivery of required notices to, and the obtaining of required consents or waivers from, Third Parties, and (iii) the execution and delivery of any additional instruments reasonably necessary to consummate the Merger and to fully carry out the purposes of this Agreement; provided, however, that the Company shall not be permitted to pay, and Parent shall not be obligated to pay or permit or agree to the Company paying, any material cash consideration to any Third Party from whom consent or approval is required (other than filing fees payable to Governmental Entities). 6.9.2 In furtherance and not in limitation of the undertakings pursuant to this Section 6.9, each of Parent and the Company shall (i) promptly and in any event within five (5) business days 30 Business Days of the date of this Agreement, hereof prepare and file any notification and report forms and related material required under the submission of a continuing membership application with FINRA pursuant to NASD Rule 1017 HSR Act and (b) with any Governmental Authority additional filings or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications notifications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreement, (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party related material that are necessary, proper or advisable to consummate the transactions contemplated by this Agreementobtain SARB Approval, and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement.ii) (bA) In furtherance and not in limitation of the foregoingsubmit, each of Parent and the Company shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within five (5) business days 30 Business Days of the date of this Agreement and hereof, to supply CFIUS a draft joint voluntary notice under Exon-▇▇▇▇▇▇ with respect to the Merger, (B) as promptly as practicable thereafter, file with CFIUS a final joint voluntary notice, and (C) supply any additional information and documentary information or material that may be requested pursuant to in connection with the HSR Act and to use their reasonable best efforts to take all other actions necessary to cause CFIUS review process within the expiration or termination amount of the applicable waiting periods under the HSR Act as soon as practicable; providedtime allowed by CFIUS, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent's ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent's ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company. (c) The Parties shall use reasonable best efforts to: (i) take all other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (iii) takecooperate with the other Parties in connection with any such filings or notifications, and in connection with resolving any investigation or other inquiry of any Governmental Entity in relation to such filings or notifications, including the U.S. Department of Justice or the U.S. Federal Trade Commission under the HSR Act. 6.9.3 Subject to Applicable Law relating to the exchange of information, the Company and Parent and their respective counsel shall (i) cooperate with each other in determining whether any action by or in respect of, or cause filing with, any Governmental Entity is required, in connection with the consummation of the Merger and seeking any such actions, consents, approvals or waivers or making any such filings, (ii) furnish to be taken, each other all actions necessary to obtain each consent, approval information required for any application or waiver (if any) required to be obtained (pursuant to other filing under the rules and regulations of any Applicable Law or contract, or otherwise) by such Party in connection with the transactions contemplated by this Agreement (including in connection with CFIUS Clearance), (iii) provide each other with a reasonable advance opportunity to review and comment upon and consider in good faith the views of the other in connection with all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party relating to make effective such transactions. If proceedings under the HSR Act or in connection with CFIUS Clearance) with a Governmental Entity in connection with the transactions contemplated hereby, (iv) promptly inform each other of any material communication (or other material correspondence or memoranda) received from, or given to, any Governmental AuthorityEntity in connection with the transactions contemplated hereby, including and (v) promptly furnish each other with copies of all material correspondence, filings and written communications between them or their Subsidiaries or Affiliates, on the one hand, and any antitrust authorityGovernmental Entity or its respective staff, seeks amendments on the other hand, with respect to the transactions contemplated by this Agreement hereby. The Company and Parent shall, to the extent practicable, provide the other Party and its counsel with advance notice of and the opportunity to participate in any material discussion or commitments meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the transactions contemplated hereby (including in connection with CFIUS Clearance). 6.9.4 Notwithstanding anything else contained herein, Parent and its Subsidiaries shall take, and cause to be undertaken taken, all steps necessary to avoid or eliminate any impediment under Applicable Law that may be asserted by a Governmental Entity with respect to, and to satisfy all conditions to the consummation of, the Merger; provided, however, that neither Parent nor any Party as a condition of its Subsidiaries shall be required to, and the Company shall not, without the prior written consent of Parent, (x) in connection with efforts to refraining from seeking to block such transactions, allowing obtain the expiry or early termination of any applicable waiting period (or any extensions thereof) under the HSR Act or to expire obtain SARB Approval, offer, propose, agree or releasing such Governmental Authority's consent with respect commit (i) to such transactionssell, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen divest, hold separate, license, cause a Third Party to acquire or otherwise dispose of (15A) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation any of the transactions contemplated hereby.respective Affiliates of the Company or Parent or

Efforts. (a) Subject to the terms and conditions hereof (including the remainder of this AgreementSection 3.1) and the other Transaction Documents, the Company and Parent each party shall use their its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper proper, or advisable desirable under Applicable Law to consummate carry out the provisions hereof and thereof and give effect to the transactions contemplated by this Agreement as promptly as practicable, including (i) preparing hereby and filing as promptly as practicable, (a) and in any event within five (5) business days of the date of this Agreement, the submission of a continuing membership application with FINRA pursuant to NASD Rule 1017 and (b) with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreement, (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement. (b) thereby. In furtherance and not in limitation of the foregoing, each of Parent the parties shall (i) subject to the provisions of this Section 3.1, including Section 3.1(d), use its commercially reasonable efforts to obtain as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)) all exemptions, authorizations, consents, or approvals from, and to make all filings with and to give all notices to, all third parties, including any Governmental Entities, required in connection with -11- the transactions contemplated by this Agreement and the Company other Transaction Documents, which, for the avoidance of doubt, shall include providing, as promptly as reasonably practicable and advisable, such information to any Governmental Entity as such Governmental Entity may request in connection therewith, and (ii) cooperate fully with the other party in promptly seeking to obtain all such exemptions, authorizations, consents, or approvals and to make an appropriate filing all such filings and give such notices. (b) Without limiting the generality of a the foregoing, and only to the extent required by Applicable Law (including, for the avoidance of doubt, any Antitrust Law), (i) as promptly as practicable after written notice from Amazon, and in any event no later than in accordance with established regulatory time frames, the parties shall file any Notification and Report Form pursuant to Forms required under the HSR Act with respect to the transactions contemplated hereby Federal Trade Commission and the United States Department of Justice and (ii) as promptly as practicable and after written notice from Amazon, the parties shall file, make or give, as applicable, all other filings, requests or notices required under any other Antitrust Laws, in any event within five (5) business days each case with respect to the issuance of the date Warrant Shares (the “Initial Filing Transaction”) (the filings, requests and notices described in the foregoing clauses (i) and (ii), collectively, the “Initial Antitrust Filings”). In addition, following the receipt of this Agreement the Initial Antitrust Clearance, to the extent required by Applicable Law (including, for the avoidance of doubt, any Antitrust Law) in connection with any further issuance of Warrant Shares (in each case, whether in full or in part), the parties shall file, make, or give, as applicable, as promptly as reasonably practicable and to advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 3.1(d)), any further required filings, requests or notices required under any Antitrust Laws, including the HSR Act. Without limiting the generality of the foregoing, each party shall supply as promptly as reasonably practicable to the appropriate Governmental Entities any additional information and documentary material that may be requested required pursuant to the HSR Act and or any other Antitrust Laws. For purposes of this Agreement, the term “Initial Antitrust Clearance” as of any time means (x) prior to use their reasonable best efforts to take all other actions necessary to cause such time, the expiration or termination of the applicable waiting periods period under the HSR Act as soon as practicable; providedand the receipt of all exemptions, howeverauthorizations, that nothing in this Agreement shall requireconsents, or be construed to requireapprovals, Parent to proffer tothe making of all filings and the giving of all notices, or agree toand the expiration of all waiting periods, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent pursuant to any saleother Antitrust Laws, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, in each case to the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent's ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent's ability to vote, transfer, receive dividends or otherwise exercise full ownership rights extent required with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company. (c) The Parties shall use reasonable best efforts to: (i) take all other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; Initial Filing Transaction, and (iiiy) take, or cause to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to the absence at such time of any Applicable Law or contract, or otherwise) by such Party in connection with the transactions contemplated by this Agreement and to make effective such transactions. If any Governmental Authority, including any antitrust authority, seeks amendments to the transactions contemplated by this Agreement or commitments to be undertaken Order issued by any Party as a condition to refraining from seeking to block such transactionscourt of competent jurisdiction or other legal restraint or prohibition under any Antitrust Law, allowing in each case that has the applicable waiting period to expire or releasing such Governmental Authority's consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit effect of preventing the consummation of the transactions contemplated herebyany issuances of Warrant Shares.

Efforts. (a) 5.1 Subject to the terms and conditions of this Agreement, the Company and Parent Bidder shall (and shall cause their respective Subsidiaries to) each use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law applicable law to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, including (i) preparing including, but without prejudice to the confirmation and filing as promptly as practicablerepresentation of the Bidder to the Company set forth in Section 2.2, (a) the obtaining of all necessary actions, waivers, registrations, permits, authorizations, orders, consents and approvals from any governmental authority in any event within five the U.S., Belgium, Germany or otherwise (5) business days of the date of this Agreement“Governmental Authority”), the submission expiry or early termination of a continuing membership application any applicable waiting periods, and the making of all necessary registrations and filings (including filings with FINRA pursuant Governmental Authorities, if any) and the taking of any and all steps as may be necessary to NASD Rule 1017 and obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authorities, (b) with any Governmental Authority the delivery of required notices to, and the obtaining of required consents or other waivers from, third party all documentation to effect all parties necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreement, Agreement and (iic) obtaining the execution and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from delivery of any Governmental Authority or other third party that are necessary, proper or advisable additional instruments necessary to consummate the transactions contemplated by this Agreement, Agreement and (iii) cooperating to fully carry out the extent reasonable with the other parties hereto in their efforts to comply with their obligations under purposes of this Agreement. (b) 5.2 In furtherance and not in limitation of the foregoing, undertakings pursuant to this Article 5 each of Parent and the Bidder and, to the extent required by applicable law, the Company shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as (a) promptly as practicable and (but in any no event within five (5) later than 10 business days of after the date of this Agreement hereof) prepare and to supply as promptly as practicable file any additional information notification and documentary report forms and related material that may be requested pursuant to required under the HSR Act and to use their reasonable best efforts to take all other actions necessary to cause the expiration applicable U.S. or termination of the applicable waiting periods under the HSR Act as soon as practicable; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate non-U. S. antitrust laws (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions“Antitrust Laws”) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent's ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent's ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company. (c) The Parties shall use reasonable best efforts to: (i) take all other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; , and any additional filings or notifications and related material that are necessary, proper or advisable to permit consummation of the transactions contemplated by this Agreement, as promptly as reasonably practicable and advisable, (iiib) take, provide or cause to be taken, all actions necessary to obtain each consent, approval provided as promptly as reasonably practicable and advisable any information and documentary material that may be requested by the U.S. Department of Justice (“DOJ”) or waiver the U.S. Federal Trade Commission (“FTC”) under the HSR Act or by other Governmental Authorities under applicable Antitrust Laws (if any) and (c) use its reasonable best efforts to take such actions as are necessary or advisable to obtain prompt expiration or termination of any applicable waiting period or other approval of consummation of the transactions contemplated by this Agreement by the DOJ or FTC or other applicable Governmental Authorities. Bidder shall pay all filing fees required by any Governmental Authority for filings made under this section. 5.3 Subject to be obtained applicable law, the Company and Bidder and their respective counsel shall (pursuant to a) cooperate in all respects with each other in connection with any Applicable Law filing or contract, or otherwise) by such Party submission with a Governmental Authority in connection with the transactions contemplated by this Agreement and to make effective such transactions. If in connection with any investigation or other inquiry by or before a Governmental Authority, including any antitrust authority, seeks amendments Authority relating to the transactions contemplated by this Agreement Agreement, including any proceeding initiated by a private person, (b) have the right to review in advance, and to the extent practicable each shall consult the other on, any material filing made with, or commitments written materials to be undertaken submitted to, any Governmental Authority in connection with the transactions contemplated by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority's consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary and of any material communication received or given in order to resolve the issues raised connection with any proceeding by such Governmental Authority and permit the consummation a private Person, in each case regarding any of the transactions contemplated herebyby this Agreement, (c) promptly inform each other of any material communication (or any other material correspondence or memoranda) received from, or given to, the DOJ or the FTC or any other applicable Governmental Authority and (d) promptly furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Authority or its respective staff, on the other hand, with respect to the transactions contemplated by this Agreement. The Company and Bidder shall (with respect to any in-person discussion or meeting), and shall to the extent practicable (with respect to any telephonic discussion or meeting), provide the other party and its counsel with advance notice of and the opportunity to participate in any material discussion or meeting with any Governmental Authority in respect of any filing, investigation or other inquiry in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, Bidder shall, following consultation with the Company and after giving due consideration to its views and acting reasonably and in good faith, direct and control all aspects of the parties’ efforts to gain regulatory clearance either before any Governmental Authority or in any action brought to enjoin the transactions contemplated by this Agreement pursuant to any Antitrust Laws; provided, that each of the parties hereto shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to the other parties and their respective subsidiaries, as the case may be, that appears in any filing made with, or written materials (including correspondence) submitted to, any third party and/or any Governmental Authority in connection with any governmental inquiry, investigation or proceeding with respect to the transactions contemplated by this Agreement. The Company and Bidder may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Article 5 as “Antitrust Counsel Only Material.” Notwithstanding anything to the contrary in this Article 5, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company. 5.4 Notwithstanding the undertakings of Bidder pursuant to Section 5.1 through Section 5.3, in no event shall anything in this Agreement require, or be construed to require, the Company, Bidder or any of their respective affiliates to take, or agree to take, any action that would, individually or in the aggregate, result in a material adverse effect on the business, results of operations, assets or financial condition of the Company and its subsidiary, taken as a whole or Bidder and its subsidiaries, taken as a whole (which shall exclude Company and its subsidiary); provided that for purposes of determining whether a material adverse effect shall have occurred such effect shall be measured relative to the size of the Company and its subsidiary, taken as a whole.

Efforts. (a) Subject to the terms and conditions set forth herein and to applicable Legal Requirements, each of the parties to this Agreement, the Company Agreement and Parent their Subsidiaries and Affiliates shall cooperate and use their its respective reasonable best efforts to take, or cause to be taken, all actions appropriate action, and to do, or cause to be done, and assist and cooperate with the other parties to this Agreement, including their Subsidiaries and Affiliates, in doing, all things necessary, proper or advisable under Applicable Law to cause the conditions to the Closing set forth in Article IX to be satisfied as promptly as reasonably practicable or to effect the Closing and consummate and make effective the transactions contemplated by this Agreement hereby as promptly as reasonably practicable, including (i) preparing and filing as promptly as practicable, (a) and in any event within five (5) business days of the date of this Agreement, the submission of a continuing membership application with FINRA pursuant to NASD Rule 1017 and (b) with any Governmental Authority or other third party all documentation to effect making all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, Filings with Governmental Authorities or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreementthird parties, (ii) obtaining and maintaining all approvalsnecessary, consentsproper or advisable Consents, registrations, permits, authorizations notices and other confirmations applications as required to be obtained from by any Governmental Authority or applicable Legal Requirement or as required by any Contract, lease or agreement, including those disclosed in Schedule 4.13(a) of the Company Disclosure Schedules and Schedule 9.1(b), (iii) obtaining the Required Company Statutory Approvals and all other third party Consents of Governmental Authorities that are necessary or proper to consummate the Merger, and (iv) executing and delivering any additional instruments that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this AgreementMerger. (b) In furtherance and not in limitation of the foregoing, each of Parent Parent, the Company, and the Company Securityholders shall make an appropriate filing or cause to be made any required filings of a Notification Notice and Report Form pursuant to the HSR Act and any other necessary Filings with respect Governmental Authorities within ten (10) Business Days after the date hereof, including, but not limited to, any required foreign Antitrust Law or foreign direct investment Filings. Parent, the Company, and the Securityholders each shall, and shall cause its Subsidiaries and controlled Affiliates to, (a) promptly supply the other party with any information which may be required in order to the transactions contemplated hereby effectuate such filings; (b) respond as promptly as practicable and in to any event within five (5) business days of the date of this Agreement and to supply as promptly as practicable inquiry received from FTC, DOJ, or any other Governmental Authority for additional information or documentation; and documentary material that may be requested pursuant to the HSR Act and to use their reasonable best efforts to (c) take all other actions necessary or desirable to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other applicable Antitrust Laws as soon promptly as practicable; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose . Each of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or Company, and the Surviving Corporation Securityholders shall (i) promptly notify the other party of any of their respective assetsmaterial communication between that party and FTC, licensesDOJ, operationsor any other Governmental Authority and, rightssubject to applicable Legal Requirements, product lines, businesses or interest therein or discuss with and permit the other party to consent review in advance any proposed written communication to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent's ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent's ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company. (c) The Parties shall use reasonable best efforts to: (i) take all other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicableforegoing; (ii) resolve consult with the other party in advance of participating in any objections which may be asserted meeting or discussion with FTC, DOJ, or any other Governmental Authority with respect to any filing, investigation or inquiry concerning the transactions contemplated hereby and, to the extent permitted by such Governmental Authority, give the other party the opportunity to attend and participate thereat; and (iii) subject to applicable Legal Requirements, furnish the other party with copies of all written correspondence and communications between it or its Affiliates and their respective Representatives and any Governmental Authority with respect to the transactions contemplated by this Agreement; provided, however, that materials provided to the other party pursuant to this Section 6.10(b) may be redacted (x) to remove references concerning valuation or future plans for the Business, (y) as necessary to comply with contractual obligations of confidentiality and (iiiz) as necessary to address reasonable privilege concerns; provided, further, that the parties may, as they deem advisable, designate any competitively sensitive materials provided to the other under this Section 6.10 or any other Section of this Agreement as "outside counsel only." Such materials and the information contained therein shall be given only to outside counsel for the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the prior written consent of the party providing such materials. Subject to Section 6.10(c), and upon the terms and conditions set forth herein, each of the parties shall use reasonable best efforts to take, or cause to be taken, all such actions necessary and to obtain each consentdo, approval or waiver (cause to be done, and to assist and cooperate with the other parties in doing, such things, necessary, proper or advisable to make effective the transactions contemplated hereby, including obtaining confirmation of the expiration or termination of any applicable waiting periods under the HSR Act, clearances and approvals, if any, from the Governmental Authorities set forth in Schedule 9.1(b), resolving any investigation or other inquiry of any Governmental Authority, providing supplemental information requested by a Governmental Authority, avoiding any suit, Claim, action, investigation or proceeding of any Governmental Authority arising from its review of the transactions contemplated hereby and defending any suit, Claim, action or proceeding initiated by any Governmental Authority or Third Party under applicable Antitrust Laws for the purpose of preventing the consummation of the of the transactions contemplated hereby. Parent, the Company, and the Securityholders each shall be responsible for paying one-half (1/2) of each of the respective filing fees required to be obtained (pursuant to complete each of the merger filings under the HSR Act and any Applicable Law or contract, or otherwiseother Antitrust Laws of any jurisdiction where a filing is required in accordance with this Section 6.10(b) by such Party in connection with the transactions contemplated hereby. (c) Notwithstanding anything herein to the contrary, nothing contained in this Agreement shall require or obligate Parent or any of its Affiliates to, and neither the Company nor its Affiliates or Representatives shall, without the prior written consent of Parent: (i) commence any litigation with any Governmental Authority or third party; (ii) commit, agree or otherwise become subject to any restriction, condition, limitation or other understanding on or with respect to the operation of the business of Parent or any of its Affiliates or the business of the Company that would be material to the business of Parent, its Affiliates and the Company, taken as a whole; (iii) agree or otherwise be required to license, sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), or divest itself of any business, assets or operations of Parent or any of its Affiliates or the business of the Company that would be material to the business of Parent, its Affiliates and the Company, taken as a whole; or (iv) pay or commit to pay any material amount of cash or other consideration, or incur or commit to incur any material Liability or other obligation, in connection with obtaining any Consent, Permit or Order. For the avoidance of doubt, the matters disclosed on Schedule 6.2(b)(v)(A) shall not be prevented by this Agreement Section 6.10(c). (d) Neither Parent nor the Company, including their respective Subsidiaries and Affiliates, shall, without the prior written consent of the other party (not to make effective such transactions. If be unreasonably withheld, delayed or conditioned), enter into any Governmental AuthorityContract, including any antitrust authoritytiming agreement, seeks amendments with any Governmental Authority (i) that would, or would reasonably be expected to, delay the Closing beyond the End Date or (ii) not to effect the transactions contemplated by this Agreement Closing before a date that is after the End Date. (e) Without limiting the foregoing, in no event shall Parent effect, or commitments permit any of its Subsidiaries or controlled Affiliates to effect, any transaction, or enter into any agreement to effect any transaction (including any merger or acquisition), that would reasonably be undertaken by expected to (i) impose any Party as a condition to refraining from seeking to block such transactionsmaterial delay in the obtaining, allowing or materially increase the risk of not obtaining, the expiration or termination of any applicable waiting period to expire under the HSR Act or releasing such Governmental Authority's consent with respect to such transactions, any other applicable Antitrust Laws; (ii) materially increase the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such risk of any Governmental Authority and permit seeking or entering any injunction or other order or decree prohibiting the consummation of the transactions contemplated herebyby this Agreement; (iii) materially increase the risk of not being able to remove any such injunction or other order or decree on appeal or otherwise; or (iv) prevent the consummation of the transactions contemplated by this Agreement.

Efforts. (a) Subject to On the terms and subject to the conditions of contained in this Agreement, during the Company and Parent shall Interim Period, the Parties will use their reasonable best efforts to (i) take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper proper, or advisable under Applicable Law to consummate and make effective the transactions contemplated by this Agreement Transactions as promptly as practicable, including (i) preparing and filing as promptly as practicable, (a) practicable and in any event within five (5) business days of prior to the date of this Agreement, the submission of a continuing membership application with FINRA pursuant to NASD Rule 1017 and (b) with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this AgreementOutside Date, (ii) obtaining and maintaining all approvalsexecute any documents, consentsinstruments, registrations, permits, authorizations and other confirmations required to or conveyances of any kind that may be obtained from any Governmental Authority or other third party that are necessary, proper reasonably necessary or advisable to consummate carry out the transactions contemplated by this AgreementTransactions, and (iii) cooperating to the extent reasonable cooperate with each other in connection with the other parties hereto in their efforts to comply with their obligations under this Agreementforegoing. (b) In furtherance and not in limitation of the foregoingterms of Section 6.1(a), each of Parent and the Company shall make an appropriate filing of Parties (i) will file, or cause to be filed, a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby by this Agreement as promptly soon as reasonably practicable (and in any event within five twenty (520) business days of Business Days) after the date of this Agreement hereof, and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to use their reasonable best efforts to take all other actions necessary to cause the expiration or in such filing will request early termination of the applicable waiting periods period under the HSR Act Act, (ii) will make, or to cause to be made, any filing or notification that may be required under any other applicable Antitrust Law as soon promptly as practicable; providedpractical following the date of this Agreement, however, that nothing and (iii) will cooperate in connection with any filing under applicable Antitrust Law and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement shall requirecommenced by any Governmental Body, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after including the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by ParentUnited States Federal Trade Commission, the Company Antitrust Division of the United States Department of Justice or the Surviving Corporation office of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent's ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent's ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company. (c) The Parties shall use reasonable best efforts to: state attorney general. Each Party will promptly (i) take all supply the other actions necessary with any information which may be required in order to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; effectuate such filings and (ii) resolve supply any objections additional information which reasonably may be asserted required by a Governmental Body of any jurisdiction and which the Parties may reasonably deem appropriate. The Buyer Parties, on the one hand, and the Seller Parties, on the other hand, may, as each of them deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Party under this Section 6.1(b) as “outside counsel only.” Such materials and the information contained therein will be given only to the outside legal counsel of the receiving Party, and such receiving Party will cause its outside counsel not to disclose such materials or information to any partners, members, directors, managers, officers, employees or other Representatives of the receiving Party, unless express written permission is obtained in advance from the disclosing Party. No Party will independently participate in any meeting, or engage in any substantive conversation, with any Governmental Authority Body in respect to any such filings, investigation or other inquiry without giving the other Party prior notice of the meeting or conversation, and unless prohibited by such Governmental Body, the opportunity to attend or participate. The Parties will consult and cooperate with one another, and consider in good faith the comments of the other, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party in connection with any Legal Proceeding under or relating to the HSR Act or other Antitrust Law. Each Party will (i) give the other Party prompt notice of the commencement or threat of commencement of any Legal Proceeding with respect to the transactions contemplated by this Agreement; , (ii) keep the other Parties reasonably informed as to the status of any such Legal Proceeding, and (iii) take, promptly inform the other Parties of any communication to or cause to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to from any Applicable Law or contract, or otherwise) by such Party in connection with Governmental Body regarding the transactions contemplated by this Agreement and to make effective such transactions. If promptly provide the other with copies of any written communications and material details of any oral communications with any Governmental Authority, including any antitrust authority, seeks amendments to Body regarding the transactions contemplated by this Agreement hereby. Neither Parent nor Seller shall commit to or commitments agree with any Governmental Body to be undertaken by enter into any Party as a condition timing agreement, to refraining from seeking to block such transactionsstay, allowing the toll or extend any applicable waiting period under the HSR Act or other applicable Antitrust Law, pull and refile under the HSR Act or other applicable Antitrust Law, or agree or commit to expire or releasing such Governmental Authority's agree not to consummate the transactions contemplated herein for any period of time, without the prior written consent with respect to such transactionsof the other. (c) In furtherance and not in limitation of the terms of Sections 6.1(a) and 6.1(b), the Parties shall commence and conduct will cooperate in good faith negotiations with each other for no less than fifteen (15) days and will use their respective reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such ensure that no Governmental Authority and permit Body enters any Court Order or establishes any Legal Requirement or initiates any Legal Proceeding temporarily, preliminarily or permanently restraining, enjoining or prohibiting the consummation of the transactions contemplated hereby, and to ensure that no Governmental Body with the authority to clear, authorize or otherwise approve the consummation of the transactions contemplated hereby fails to do so by the Outside Date.

Efforts. (a) Subject to the terms and conditions of set forth in this Agreement, each of the parties to this Agreement shall (and shall cause each of their Affiliates 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, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Mergers and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Specified Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity; (ii) the obtaining of all consents, approvals or waivers from third parties required to be obtained in connection with the Mergers, including the obtaining by the Company of all necessary consents of the lenders party to the Credit Agreement to the consummation of the Mergers and the other transactions contemplated by this Agreement; and (iii) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement; provided, however, that in no event shall Parent, Company, or any of their respective Subsidiaries be required to pay prior to the Effective Time any fee, penalty or other consideration to any third party for any consent or approval required for the consummation of the transactions contemplated by this Agreement under any Contract (with the exception of any filing fee, or similar, payable to any Governmental Entities with respect to the Specified Approvals or Parent Approvals). (b) Subject to the terms and conditions herein provided and without limiting the foregoing, the parties shall (and shall cause their Affiliates to) (i) promptly, but in no event later than ten (10) Business Days after the date hereof, file any and all required notification and report forms under the HSR Act, and file as promptly as practicable any other required filings and/or notifications under other applicable Antitrust Laws or Foreign Investment Laws listed in Section 4.3(b) of the Company Disclosure Letter and Section 5.3(b) of the Parent Disclosure Letter, with respect to the Mergers and the other transactions contemplated by this Agreement, and use their reasonable best efforts to cause the expiration or termination of any applicable waiting periods under the HSR Act or any other Antitrust Law or Foreign Investment Laws; (ii) use their reasonable best efforts to cooperate with each other in (x) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers, clearances, approvals, and expirations or terminations of waiting periods are required to be obtained from, any third parties or other Governmental Entities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (y) promptly making all such filings and timely obtaining all such consents, permits, authorizations or approvals; (iii) supply to any Governmental Entity as promptly as practicable any additional information or documents that may be requested pursuant to any Law; and (iv) use their reasonable best 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 under Applicable Law to consummate the transactions contemplated by this Agreement as promptly as practicable, including (i) preparing and filing as promptly as practicable, (a) and in any event within five (5) business days of the date of this Agreement, the submission of a continuing membership application with FINRA pursuant to NASD Rule 1017 and (b) with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate make effective the transactions contemplated by this Agreement. Company and Parent shall not (and shall cause their Subsidiaries and Affiliates not to) agree to stay, toll or extend any applicable waiting period under any Antitrust Law, enter into or extend a timing agreement with any Governmental Entity or withdraw or refile any filing under the HSR Act or any other Antitrust Law or Foreign Investment Law, without the prior written consent of the other party. (c) If any objections are asserted with respect to the transactions contemplated hereby under any Antitrust Law or Foreign Investment Law or if any Action is instituted by any Governmental Entity or any private party challenging any of the transactions contemplated hereby as violative of any Antitrust Law or Foreign Investment Law, each of Parent and Company shall (and shall cause each of their Affiliates to) (i) oppose or defend against any action to prevent or enjoin consummation of this Agreement (and the transactions contemplated herein), and/or (ii) take such action as necessary to overturn any regulatory action by any Governmental Entity to prevent or enjoin consummation of this Agreement (and the transactions contemplated herein), including by defending any Action brought by any Governmental Entity in order to avoid entry of, or to have vacated, overturned or terminated, including by appeal up to a final non-appealable order if necessary, in order to resolve any such objections or challenge as such Governmental Entity or private party may have to such transactions under such Antitrust Law or Foreign Investment Law so as to permit consummation of the transactions contemplated by this Agreement. (d) Without limiting the foregoing, ▇▇▇▇▇▇ agrees to (and shall cause its Affiliates to) use its reasonable best efforts, and agrees to take (and shall cause its Affiliates to take), any and all actions to avoid and, if necessary, eliminate, each and every impediment under any Antitrust Laws or Foreign Investment Laws that may be asserted by any person, so as to enable the Closing to occur no later than the End Date, including but not limited to proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise: (i) the sale, divestiture or disposition of, any assets, products, businesses or interests of the parties (or their respective Affiliates); (ii) any conditions relating to, or changes or restrictions in, the operations of any such assets, products, businesses or interests; (iii) any modification or waiver of the terms and conditions of this Agreement; or (iv) take any other action that limits the freedom of action with respect to, or the ability to retain, any assets, products, businesses or interests of Parent or any of its Affiliates in order to avoid the entry of or to effect the dissolution of any order or Action (whether temporary, preliminary or permanent), or that would otherwise have the effect of preventing or delaying the consummation of the Mergers and the other transactions contemplated by this Agreement; provided, however, that nothing in this Agreement shall require Parent or Parent’s Subsidiaries to propose, execute, carry out, or agree or submit to any action or remedy that individually or in the aggregate would reasonably be expected to have a material adverse effect on the business, operations, financial condition or results of operations of (x) Parent and Parent’s Subsidiaries (taken as a whole prior to the Closing) or (y) the Company and the Company’s Subsidiaries (taken as a whole). (e) Without limiting the foregoing, Parent and Company shall not, and shall cause their Affiliates not to, directly or indirectly (whether by merger, consolidation or otherwise), acquire, purchase, lease or license (or agree to acquire, purchase, lease or license) any business, corporation, partnership, association or other business organization or division or part thereof, or any securities or collection of assets, or take or cause to take any action, if doing so would reasonably be expected to: (i) impose any material delay in the obtaining and maintaining all approvalsof, or increase the risk of not obtaining, consents, registrations, permitsapprovals, authorizations and other confirmations required to be obtained from any or waivers of Governmental Authority or other third party that are Entities necessary, proper or advisable to consummate the transactions contemplated by this Agreement and secure the Specified Approvals or Parent Approvals; (ii) materially delay the consummation of the transactions contemplated by this Agreement, and ; (iii) cooperating materially increase the risk of any Governmental Entities entering a judgment prohibiting the consummation of the transactions contemplated by this Agreement; (iv) materially increase the risk of not being able to remove any such judgment on appeal or otherwise; or (v) otherwise materially impair or delay the extent reasonable with the other parties hereto in their efforts ability of any Parent Party to comply with their perform its material obligations under this Agreement. (bf) In furtherance The parties shall (and not shall cause their Affiliates to) cooperate and consult with each other in limitation connection with the making of all registrations, filings, notifications, communications, submissions, and any other material actions pursuant to this Section 6.10; and, subject to applicable legal limitations and the instructions of any Governmental Entity, Company, on the one hand, and Parent, on the other hand, shall keep each other apprised of the foregoing, each status of Parent and the Company shall make an appropriate filing of a Notification and Report Form pursuant matters relating to the HSR Act completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies (or, in the case of oral communications, summaries) of notices or other material communications received by Company or Parent, as the case may be, or any of their respective Subsidiaries or Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Subject to applicable Law relating to the transactions contemplated hereby as promptly as exchange of information, Company, on the one hand, and Parent, on the other hand, shall to the extent practicable permit counsel for the other party reasonable opportunity to review in advance, and consider in any event within five (5) business days good faith the views of the date of this Agreement other party in connection with, any proposed notifications or filings and any substantive written communications or submissions, and with respect to supply as promptly as practicable any additional information and documentary material that may be requested pursuant such notification, filing, written communication or submission, any documents submitted therewith to the HSR Act and to use their reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicableany Governmental Entity; provided, however, that nothing in this Agreement shall requirematerials may be redacted (x) to remove references concerning the valuation of the businesses of Company and its Subsidiaries, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent's ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent's ability to vote, transfer, receive dividends or otherwise exercise full ownership rights proposals from third parties with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company. (c) The Parties shall use reasonable best efforts to: (i) take all other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicablethereto; (iiy) resolve any objections which may be asserted by any Governmental Authority with respect as necessary or appropriate to the transactions contemplated by this Agreementaddress reasonable privilege concerns or reasonable confidentiality concerns relating to proprietary or commercially sensitive information regarding Parent and its operations; and (iiiz) takeas necessary or appropriate to address reasonable privilege concerns or reasonable confidentiality concerns relating to proprietary or commercially sensitive information regarding Company and its operations. Each of the parties agrees not to (and to cause each of their Affiliates not to) participate in any substantive meeting or discussion, either in person or cause to be takenby telephone, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to with any Applicable Law or contract, or otherwise) by such Party Governmental Entity in connection with the transactions contemplated by this Agreement and to make effective such transactions. If any Governmental Authorityunless it consults with the other parties in advance and, including any antitrust authority, seeks amendments to the transactions contemplated by this Agreement extent not prohibited or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority's consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised required otherwise by such Governmental Authority Entity, gives the other party or if advisable the other party’s outside counsel the opportunity to attend and permit the consummation of the transactions contemplated herebyparticipate.

Efforts. (a) Subject to Each of the terms Company, Parent and conditions of this Agreement, the Company and Parent Merger Sub shall use their its respective reasonable best efforts to (i) take, or cause to be taken, all actions appropriate action and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law or otherwise to consummate and make effective the Merger, the Offer and the other transactions contemplated by this Agreement as promptly as practicable, including including, without limitation, the undertaking of any divestitures, hold separate arrangements, or other actions necessary to obtain any required consents, licenses, permits, waivers, approvals, authorizations or orders from any Governmental Entity, (iii) preparing and filing take all such actions (if any) as may be required to cause the expiration or termination of the notice periods under Competition Laws with respect to such transactions as promptly as practicable after the execution of this Agreement, (iii) obtain (A) from any Governmental Entity any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Parent, Merger Sub or the Company, or any of their respective Subsidiaries, to effect the Closing as promptly as practicable, (a) and in any event within five not later than three (53) business days Business Days prior to the Outside Date, and to avoid any action or proceeding by any Governmental Entity or any other Person, in connection with the authorization, execution and delivery of this Agreement and the consummation of the date transactions contemplated hereby, including the Merger and the Offer, and (B) from any Third Party any consents or notices that are required to be obtained or made by Parent, Merger Sub or the Company, or any of their respective Subsidiaries, in connection with the transactions contemplated by this Agreement in the case of this clause (B), only to the extent that Parent, Merger Sub and the Company reasonably determine, after consultation and cooperation with one another, that such consent or notice should be obtained or made, (iv) cause the satisfaction of all conditions to the Offer set forth in Annex A and cause the satisfaction of all conditions to the Merger set forth in Article 7, in each case, within its control, (v) defend and seek to prevent the initiation of all actions, lawsuits or other legal, regulatory or other Proceedings to which it is a party challenging or affecting this Agreement or the consummation of the transactions contemplated by this Agreement, in each case until the submission issuance of a continuing membership application with FINRA pursuant final, nonappealable Order, (vi) seek to NASD Rule 1017 have lifted or rescinded any injunction or restraining order that may adversely affect the ability of the parties to consummate the transactions contemplated hereby, in each case until the issuance of a final, nonappealable Order, (vii) prepare and (b) with any Governmental Authority or other third party file as promptly as practicable all documentation to effect all necessary filingsapplications, notices, petitions, statementsfilings, ruling requests, and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, submissions of informationapprovals, applications permits, rulings, authorizations and other documents necessary, clearances necessary or in the reasonable judgment of Parent advisable to be obtained from any Third Party or the Company, advisable any Governmental Entity to consummate the Merger, the Offer or the other transactions contemplated by this Agreement, (viii) take all reasonable steps as may be necessary to obtain all such consents and approvals, and (ix) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, and pay any fees due in connection therewith, with respect to this Agreement, the Merger and the Offer required under any other applicable Law. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise incur or assume or agree to incur or assume any liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Entity) under any Contract. (b) Each of Parent and the Company agrees that, between the date of this Agreement and the Effective Time, each of Parent the Company shall not (and the Company shall cause the Company Subsidiaries not to) (i) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest in, or assets of, any Person, if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or the failure to obtain, any regulatory approvals required in connection with the transactions contemplated hereby (including the Merger and the Offer), or (ii) take or agree to take any other action (including entering into agreements with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals of any Governmental Entity required in connection with the transactions contemplated hereby (including the Merger and the Offer), or which would otherwise reasonably be expected to prevent or delay the Merger or the Offer. (c) Without limiting the generality of anything contained in this Section 6.4, each party hereto shall (i) give the other parties prompt notice of the making or commencement of any request, inquiry, investigation, action or Proceeding by or before any Governmental Entity with respect to the Merger, the Offer or any of the other transactions contemplated by this Agreement, (ii) obtaining and maintaining all approvalskeep the other parties notified as to the status of any such request, consentsinquiry, registrationsinvestigation, permitsaction or other Proceeding, authorizations and (iii) promptly notify the other confirmations required parties of any oral or written communication to be obtained or from any Governmental Authority Entity regarding the Merger, the Offer or any of the other transactions contemplated by this Agreement and (iv) promptly provide to the other parties copies of any written communications received or provided by such party, or any of its Subsidiaries, from or to any Governmental Entity with respect to the Merger, the Offer or any other transactions contemplated by this Agreement; provided that Parent and the Company may, as each reasonably and in good f▇▇▇▇ ▇▇▇▇▇ advisable and necessary, designate any competitively sensitive material provided to the other under this Section as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (Parent or the Company, as the case may be) or its legal counsel. Each party hereto will consult and cooperate with the other parties with respect to and provide any necessary information and assistance as the other parties may reasonably request with respect to all notices, submissions or filings made by such party with any Governmental Entity or any other information supplied by such party to, or correspondence with, a Governmental Entity in connection with this Agreement or any transactions contemplated by this Agreement and will permit the other parties to review and discuss in advance and consider in good faith the views of the other parties in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with the Merger, the Offer or any of the other transactions contemplated by this Agreement. In addition, except as may be prohibited by any Governmental Entity or by any applicable Law, in connection with any such request, inquiry, investigation, action or other third Proceeding other than the matters contemplated by Section 6.11, in connection with or related to the Merger, the Offer or the other transactions contemplated hereby, each party that are necessaryhereto will consult with the other parties in advance and give the other parties or their authorized representatives the opportunity to be present at each meeting or teleconference relating to such request, proper inquiry, investigation, action or advisable other Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or other Proceeding. Neither Parent nor the Company shall, without the prior written consent of the other party, extend any waiting period under the HSR Act (by pull and refile, or otherwise) or enter into any agreement with any Governmental Entity not to consummate the transactions contemplated by this Agreement, and (iii) cooperating . Notwithstanding anything to the extent reasonable contrary herein, Parent shall, after consulting with the other parties hereto Company and considering in their good faith the Company’s views control the parties’ efforts to comply with their obligations under this Agreement. (b) In furtherance and not gain regulatory clearance either before any Governmental Entity or in limitation of the foregoing, each of Parent and the Company shall make an appropriate filing of a Notification and Report Form pursuant any action brought to the HSR Act with respect to enjoin the transactions contemplated hereby as promptly as practicable and in any event within five (5) business days of the date of this Agreement and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to any Competition Law including, if necessary, through litigation or the HSR Act divestiture of assets or businesses, and to use their reasonable best efforts to take all other actions necessary to cause shall consult and cooperate with one another, and consider in good faith the expiration or termination views of the applicable waiting periods under the HSR Act as soon as practicable; provided, however, that nothing one another in doing so. Nothing contained in this Agreement shall requiregive Parent or Merger Sub, directly or be construed indirectly, the right to require, Parent control or direct the operations of the Company prior to proffer to, or agree to, sell, divest, lease, license, transfer, dispose the consummation of or otherwise hold separate or encumber, before or after the Merger. Prior to the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assetsshall exercise, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent's ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent's ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect subject to the stock terms and conditions of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company. (c) The Parties shall use reasonable best efforts to: (i) take all other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (iii) take, or cause to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to any Applicable Law or contract, or otherwise) by such Party in connection with the transactions contemplated by this Agreement and to make effective such transactions. If any Governmental Authority, including any antitrust authority, seeks amendments to the transactions contemplated by this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority's consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation of the transactions contemplated herebycontrol over its business operations.

Efforts. (a) Subject Without prejudice to the terms and conditions hereof (including the remainder of this AgreementSection ‎3.1) and the other Transaction Documents, the Company and Parent each party shall use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper proper, or advisable desirable under Applicable Law to consummate carry out the provisions hereof and thereof and give effect to the transactions contemplated by this Agreement as promptly as practicable, including (i) preparing hereby and filing as promptly as practicable, (a) and in any event within five (5) business days of the date of this Agreement, the submission of a continuing membership application with FINRA pursuant to NASD Rule 1017 and (b) with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreement, (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement. (b) thereby. In furtherance and not in limitation of the foregoing, each of Parent and the Company parties shall make an appropriate filing of a Notification and Report Form pursuant (i) subject to the HSR Act with respect provisions of this Section ‎3.1, including Section ‎3.1(d), use its commercially reasonable efforts to the transactions contemplated hereby obtain as promptly as reasonably practicable and advisable (as determined in any event within five (5good faith by Walmart after consultation with the Company in accordance with the first sentence of Section ‎3.1(d)) business days of the date of this Agreement all exemptions, authorizations, consents, or approvals from, and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act make all filings with and to use their reasonable best efforts to take give all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer notices to, or agree toall third parties, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent's ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent's ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company. (c) The Parties shall use reasonable best efforts to: (i) take all other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (iii) takeEntities, or cause to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to any Applicable Law or contract, or otherwise) by such Party in connection with the transactions contemplated by this Agreement and the other Transaction Documents (including as may be required upon one or more issuances of Warrant Shares, and whether such approvals arise from Antitrust Laws or otherwise, or one or more sales of Warrant Shares), which, for the avoidance of doubt, shall include providing, as promptly as reasonably practicable and advisable, such information to any Governmental Entity as such Governmental Entity may request in connection therewith, and (ii) cooperate fully with the other party in promptly seeking to obtain all such exemptions, authorizations, consents, or approvals and to make effective all such transactions. If filings and give such notices. (b) Without limiting the generality of the foregoing, as promptly as practicable after written notice from Walmart (but in the case of the HSR Act, no later than 10 Business Days after such written notice), and in any Governmental Authorityevent no later than in accordance with established regulatory time frames, including the parties shall (i) file any antitrust authorityNotification and Report Forms required or advisable under the HSR Act with the Federal Trade Commission and the United States Department of Justice and (ii) file, seeks amendments to the transactions contemplated by this Agreement make or commitments to be undertaken by give, as applicable, all other filings, requests, or notices required or advisable under any Party as a condition to refraining from seeking to block such transactionsother Antitrust Laws, allowing the applicable waiting period to expire or releasing such Governmental Authority's consent in each case with respect to such transactionsthe issuance of the Warrant Shares (the “Initial Filing Transaction”) (the filings, requests and notices described in the foregoing clauses (i) and (ii), collectively, the Parties “Initial Antitrust Filings”). In addition, following the receipt of the Initial Antitrust Clearance, to the extent required or advisable by Applicable Law (including, for the avoidance of doubt, any Antitrust Law) in connection with any further issuance of Warrant Shares (in each case, whether in full or in part), the parties shall commence file, make, or give, as applicable, as promptly as reasonably practicable and conduct advisable (as determined in good faith negotiations by Walmart after consultation with the Company in accordance with the first sentence of Section ‎3.1(d)), any further filings, requests, or notices required under any Antitrust Laws, including the HSR Act. Without limiting the generality of the foregoing, each party shall supply as promptly as reasonably practicable to the appropriate Governmental Entities, and in any event no later than in accordance with established regulatory time frames, any information and documentary material that may be required under the HSR Act or any other for no less than fifteen Antitrust Laws. For purposes of this Agreement, the term “Initial Antitrust Clearance” as of any time means (15x) days prior to such time, the expiration or termination of the waiting period under the HSR Act and use their reasonable best efforts the receipt of all exemptions, authorizations, consents, or approvals, the making of all filings and the giving of all notices, and the expiration of all waiting periods, subject to agree upon amendments any other Antitrust Laws, in each case to this Agreement which are necessary the extent required with respect to the Initial Filing Transaction, and (y) the absence at such time of any Applicable Law or Order issued by any court of competent jurisdiction or other legal restraint or prohibition under any Antitrust Law, in order to resolve each case that has the issues raised by such Governmental Authority and permit effect of preventing the consummation of the transactions contemplated herebyany issuances of Warrant Shares.

Efforts. (a) Subject Each of the parties agrees to the terms and conditions of this Agreement, the Company and Parent shall use their its reasonable best efforts to take, or cause to be taken, all actions actions, to file, or cause to be filed, all documents and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the transactions contemplated by this Agreement as promptly as practicable, including (ix) preparing and filing as promptly as practicable, (a) and in any event within five (5) business days of the date of this Agreement, the submission of a continuing membership application with FINRA pursuant to NASD Rule 1017 and (b) with any Governmental Authority or other third party practicable all documentation to effect all necessary filings, noticesconsents, petitionswaivers, statementsclearances, registrationsapprovals, submissions authorizations, permits or orders from all Governmental Entities, (y) seeking all necessary or advisable consents of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable third parties to consummate the transactions contemplated by this Agreement, (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, hereby and (iiiz) cooperating using reasonable best efforts to cause the extent reasonable with satisfaction, but not waiver, of the conditions to closing of the other party or parties hereto set forth in their efforts to comply with their obligations under this Agreement. (b) Article VIII. In furtherance and not in limitation of the foregoing, each of Parent and the Company shall party hereto agrees (i) to make or cause to be made an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby by this Agreement as promptly as practicable (and in any event within five (5) business days Business Days) after the date hereof and to request and use reasonable best efforts to obtain early termination of the waiting period under the HSR Act; (ii) to make, or cause to be made, a filing of the short form notification referred to in subsection 123(1) of the Competition Act as promptly as practicable (and in any event within five (5) Business Days) after the date of this Agreement hereof; and (iii) to supply as promptly as reasonably practicable any additional information and documentary material that may be requested by any Governmental Entity pursuant to the HSR Act or the Competition Act. (b) Further, and to use their reasonable best efforts to take all other actions necessary to cause without limiting the expiration or termination generality of the applicable waiting periods under rest of this Section 5.3, each of the HSR Act as soon as practicable; provided, however, that nothing parties shall cooperate in this Agreement shall require, all respects with each other in connection with any filing or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, submission and in connection with any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition investigation or other encumbrance by Parentinquiry and shall promptly (i) furnish to the other such necessary information and reasonable assistance as the other parties may request in connection with the foregoing, (ii) inform the Company or the Surviving Corporation other of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to communication from any agreement to take Governmental Entity regarding any of the foregoing actionstransactions contemplated by this Agreement, and (iii) or to agree to any material changes provide counsel for the other parties with copies of all filings made by such party, and all correspondence between such party (including through a licensing arrangementand its advisors) or restriction on, or other impairment of Parent's ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent's ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company. (c) The Parties shall use reasonable best efforts to: (i) take all other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority Entity and any other information supplied by such party and such party’s Subsidiaries to a Governmental Entity or received from such a Governmental Entity in connection with respect to the transactions contemplated by this Agreement; provided, however, that materials may be redacted (x) to remove references concerning the valuation of the Transferred Companies, (y) as necessary to comply with contractual arrangements and (iiiz) taketo remove information concerning Affiliates of Purchaser. Each party hereto shall, subject to applicable Law, permit counsel for the other parties to review in advance, and consider in good faith the views of the other parties in connection with, any proposed written communication to any Governmental Entity in connection with the transactions contemplated by this Agreement. The parties agree not to participate, or cause to be takenpermit their Subsidiaries to participate, all actions necessary to obtain each consentin any substantive meeting or discussion, approval either in person or waiver (if any) required to be obtained (pursuant to by telephone, with any Applicable Law or contract, or otherwise) by such Party Governmental Entity in connection with the transactions contemplated by this Agreement unless it consults with the other parties in advance and, to the extent not prohibited by such Governmental Entity, gives the other parties the opportunity to attend and participate. (c) Further, and without limiting the generality of the rest of this Section 5.3, Purchaser shall take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition, or trade regulation or other Law that may be asserted by any Governmental Entity or private party with respect to this Agreement so as to make effective such transactions. If any Governmental Authority, including any antitrust authority, seeks amendments to as promptly as practicable the transactions contemplated by this Agreement and to avoid any suit or commitments to be undertaken proceeding, which would otherwise have the effect of preventing or delaying the Closing beyond the Outside Date. The steps involved in the preceding sentence shall include, without limitation, (i) defending through litigation on the merits, including appeals, any claim asserted in any court or other proceeding by any Party party; (ii) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of such assets or businesses of Purchaser (including its Subsidiaries and Affiliates) or the Transferred Companies, including entering into customary ancillary agreements on commercially reasonable terms relating to any such sale, divestiture or disposition of such assets or businesses; (iii) agreeing to any limitation on the conduct of Purchaser (including its Subsidiaries and Affiliates) or the Transferred Companies; or (iv) agreeing to take any other action as may be required by a condition Governmental Entity in order (A) to refraining from seeking obtain all necessary consents, approvals and authorizations as soon as reasonably possible, and in any event before the Outside Date, (B) to block such transactionsavoid the entry of, allowing or to have vacated, lifted, dissolved, reversed or overturned any decree, judgment, injunction or other Order, whether temporary, preliminary or permanent, that is in effect in any Action and that prohibits, prevents or restricts consummation of the applicable transactions contemplated by this Agreement, or (C) to effect the expiration or termination of any waiting period period, which would otherwise have the effect of preventing or delaying the Closing beyond the Outside Date. At the request of Purchaser, Sellers shall agree to expire take, or releasing such Governmental Authority's consent cause the Transferred Companies to take, in Seller’s sole discretion, any action with respect to the Transferred Companies or any of their Subsidiaries in the two preceding sentences, provided that any such transactions, the Parties action is conditioned upon (and shall commence and conduct good faith negotiations with each other for no less than fifteen (15not be completed prior to) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation of the transactions contemplated herebyby this Agreement. Each of Parent and Purchaser shall not, and shall cause each of its Subsidiaries and Affiliates not to, take any action which is intended to or which would reasonably be expected to adversely affect the ability of any of the parties hereto to obtain (or cause delay in obtaining) any necessary approvals of any Governmental Entity required for the transactions contemplated by this Agreement, to perform its covenants and agreements under this Agreement, or to consummate the transactions contemplated by this Agreement. (d) Purchaser shall use its reasonable best efforts to obtain the proceeds of the Financing on the terms and conditions described in the Commitment Letters (or, at Purchaser’s option, on other terms, not imposing any additional conditions precedent to the initial funding of the Debt Financing and not otherwise reasonably likely to cause any material delay in the initial funding of the Debt Financing), including using reasonable best efforts to (i) negotiate definitive agreements with respect to the Debt Financing consistent with the terms and conditions contained in the Debt Commitment Letter, (ii) satisfy on a timely basis (or obtain the waiver of) all conditions applicable to Purchaser in such definitive agreements and (iii) cooperate with Parent in connection with the preparation and delivery of the Required Information by July 16, 2007. Purchaser shall use its reasonable best efforts to comply with its obligations, and enforce its rights, under the Commitment Letters. In the event that (x) all or any portion of the Debt Financing structured as high yield financing has not been consummated on or before the date on which Closing is required to occur in accordance with Section 2.3, (y) all conditions to the obligations of the parties to close contained in Sections 8.1 and 8.2 have been satisfied or waived (other than those conditions that by their nature are to be satisfied at Closing) and (z) the bridge facilities contemplated by the Debt Commitment Letter are available on the terms and conditions described in the Debt Commitment Letter, Purchaser shall draw down on such bridge facilities to replace the high yield financing or portion thereof that has not been consummated no later than the time Purchaser is obligated to close pursuant to the terms hereof. Purchaser shall give Parent prompt notice of any breach by any party to the Commitment Letters of which Purchaser has become aware or any purported termination of the Commitment Letters. Purchaser shall not, without the prior written consent of Parent, (x) permit any amendment or modification to, or any waiver of any material provision or remedy under, the Commitment Letters if such amendment, modification, waiver or remedy adds new (or adversely modifies any existing) conditions to the consummation of the Financing or reduces the amount thereof, or (y) terminate or permit termination of any of the Commitment Letters. In the event that any portion of the Debt Financing becomes unavailable on the terms and conditions set forth in the Debt Commitment Letters, regardless of the reason therefor, Purchaser will (i) use its reasonable best efforts to obtain alternative debt financing (in an amount sufficient, when taken together with the proceeds from the Cash Equity, to pay the Purchase Price including any adjustments thereto) on terms no less favorable than those in the Debt Commitment Letters, including from other sources, and which do not include any conditions to the consummation of such alternative debt financing that are more onerous than the conditions precedent to the Debt Financing set forth in the Debt Commitment Letters, and (ii) promptly notify Parent of such unavailability and the reason therefor. In addition, notwithstanding anything in this Agreement to the contrary, one or more Commitment Letters may be superseded at the option of Purchaser after the date of this Agreement but prior to the Closing Date by instruments (the “New Financing Commitments”) that replace existing Commitment Letters, provided that the terms of the New Financing Commitments shall not (A) expand upon the conditions to the Closing Date drawdown to the Debt Financing as set forth in the Commitment Letters in any material respect, (B) reduce the amount of the Debt Financing, or (C) reasonably be expected to delay the Closing. In such event, the term “Commitment Letters” as used herein shall be deemed to include the Commitment Letters that are not so superseded at the time in question and the New Financing Commitments to the extent then in effect. Notwithstanding the foregoing, compliance by Purchaser with this Section 5.3(d) shall not relieve Purchaser of its obligation to consummate the transactions contemplated by this Agreement whether or not the Financing is available. (e) Parent shall use reasonable best efforts to, and shall use reasonable best efforts to cause the Transferred Companies and their Subsidiaries to, cause the respective officers, employees, and advisors, including legal and accounting, of Parent and the Transferred Companies and their Subsidiaries to, provide to Purchaser all cooperation, on a timely basis, reasonably requested by Purchaser that is reasonably necessary and customary in connection with the Financing (provided that such requested cooperation shall not unreasonably interfere with the operation of the Business or Parent’s or its Subsidiaries’ other businesses), including: (1) causing senior management and other appropriate employees of the Business (A) upon reasonable advance notice by Purchaser and on a reasonable number of occasions, to be available on a customary basis for meetings, including management and other presentations and “road show” appearances, rating agency presentations, participation in due diligence sessions, and the preparation of disclosure documents in connection with any such financing and (B) to provide reasonable and customary management and legal representations to auditors and reasonable and timely assistance with the preparation of business projections and similar materials, provided that any private placement memoranda in relation to high-yield debt securities need not be issued by any Transferred Company or any of its Subsidiaries, provided further that any such memoranda or prospectuses shall contain disclosure and financial statements with respect to the Transferred Companies and their Subsidiaries; (2) providing reasonable assistance in the timely preparation of offering memoranda, prospectuses, rating agency, lender and investor presentations, syndication or information memoranda, marketing materials and other similar documents, if applicable, including but not limited to causing management and other personnel to participate in related drafting sessions; provided that Parent, the Transferred Companies, their Subsidiaries and their respective officers, employees and advisers shall only be required to provide such assistance with respect to preparation of a prospectus or offering memorandum to the extent such prospectus or offering memorandum is prepared in accordance with customary practices for an offering of debt securities made pursuant to Rule 144A under the Securities Act and consistent with the requirements of the Securities Act for such an offering pursuant to Rule 144A, as customarily applied to such an offering (but in no case shall Parent be required to provide financial statements other than those provided under Section 3.6(a) of this Agreement and those required to be provided under clause (3) of this Section 5.3(e)); (3) timely furnishing such financial and other information regarding the Business as shall exist or become available (or if not existing, using its reasonable best efforts to prepare such financial or other information) as may be reasonably requested by Purchaser, and in any event including all audited financial statements, all unaudited financial statements (which shall have been reviewed by the independent registered public accountants of Parent as provided in Statement on Audited Standards No. 100) and all appropriate pro forma financial statements, prepared in accordance with GAAP, and all other data and information (including management’s discussion and analysis of financial condition and results of operations, and, with respect to any audited financial statements, the auditors’ report thereon), of the type required by Regulation S-X and Regulation S-K under the Securities Act (excluding information required by Rule 3-10 of Regulation S-X other than basic narrative information) or of the type and form that would customarily be provided in a private placement of debt securities pursuant to Rule 144A under the Securities Act, to consummate any offering of securities contemplated by the Debt Commitment Letter (or any alternative financing) at the time during the fiscal year of the Business that such offering will be made, or that would be necessary to receive customary “comfort” (including without limitation “negative assurance” comfort) from independent registered public accountants in connection therewith (such information, together with any replacements or restatements thereof, and supplements thereto, if any such information would go stale or otherwise be unusable for such purpose and, in the case of annual financial statements, the auditors’ report thereon, and customary auditor comfort letters with respect to all such information, the “Required Information”), but in no event shall Parent or its Subsidiaries be required to furnish audited or unaudited financial statements with respect to any period prior to the fiscal year ended January 29, 2006 (other than unaudited selected financial data for 2002, 2003 and 2004); (4) obtaining consents of accountants for use of their reports in any materials relating to the Debt Financing and accountants’ comfort letters and legal opinions, as reasonably requested by Purchaser; (5) taking all actions reasonably necessary to (A) permit prospective financing providers involved in the Debt Financing to evaluate the Business’s current assets, cash management and accounting systems, policies and procedures relating thereto for the purpo

Efforts. (a) Subject to Upon the terms and subject to the conditions of in this Agreement, the Company and Parent shall each Party will use their 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 under Applicable Law to consummate the transactions contemplated by this Agreement as promptly as practicable, including (i) preparing and filing as promptly as practicable, (a) and in any event within five (5) business days of the date of this Agreement, the submission of a continuing membership application with FINRA pursuant to NASD Rule 1017 and (b) with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreement, (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement. (b) In furtherance and not in limitation of the foregoing, each of Parent and the Company shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within five (5) business days of the date of this Agreement and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to use their reasonable best efforts to take all other actions action and to do all things necessary or advisable to cause consummate and make effective the expiration or termination Transaction as promptly as reasonably practicable following December 31, 2023, including (a) satisfaction, unless waived by the Party to whose benefit they would otherwise accrue, of the applicable waiting periods under closing conditions in Article 6, (b) defending any Proceedings challenging the HSR Act as soon as practicable; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company Transaction or the Surviving Corporation performance of the obligations of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent's ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent's ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company. (c) The Parties shall use reasonable best efforts to: (i) take all other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (iii) take, or cause to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to any Applicable Law or contract, or otherwise) by such Party in connection with the transactions contemplated by this Agreement Transaction, (c) obtaining, delivering or effecting any waivers, modifications, permits, consents, approvals, authorizations, qualifications, notices, registrations and to make effective such transactions. If any Governmental Authority, including any antitrust authority, seeks amendments to the transactions contemplated by this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority's consent filings that are required in connection with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation of the transactions contemplated herebyTransaction and (d) executing and delivering any instruments and taking any other actions, including furnishing to each other Party any assistance, books, records or other information the other Party reasonably requires in order to carry out the intent of the Transaction Documents, including the timely execution and delivery of all closing deliverables and the delivery to Buyer or one or more of its designees such deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as shall be reasonably necessary to vest at Closing in Buyer or one or more of their designees all right, title and interest in, to and under the Membership Interests in the manner described herein, free and clear of all Liens (other than Permitted Liens), and in form and substance reasonably satisfactory to Buyer. From and after the Closing, Sellers and Buyer agree to, from time to time, execute and deliver such other documents, certificates, agreements, and other writings as any other Party reasonably requests, and to take such other actions, as may be reasonably necessary, proper, or advisable in order to (x) consummate or implement expeditiously the Transaction, (y) facilitate the transition of the Company and the Business and (z) allow for the continued operation of the Company in the Ordinary Course. Notwithstanding the foregoing in this Section 5.1, but subject to the provisions of Section 5.10 hereof, none of Buyer or any of its Affiliates will be obligated to make any payments, or otherwise pay any consideration, to any third party to obtain any applicable consent, waiver or approval related to this Agreement.

Efforts. (a) Subject to the terms and conditions of set forth in this Agreement, each of the Company and Parent parties hereto shall use their its reasonable best efforts to take, or cause to be taken, all actions the actions, and to do, or cause to be done, all and to assist and cooperate with the other parties in doing, the things necessary, proper or advisable under Applicable Law applicable Laws and regulations or otherwise to consummate and make effective the transactions contemplated by this Agreement Transactions as promptly as practicable, including using reasonable best efforts to (i) preparing obtain the necessary actions or non-actions, waivers, consents, clearances, approvals, and filing expirations or terminations of waiting periods from Governmental Authorities and make the necessary registrations and filings and take the steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Authority, including, without limitation, in connection with any Regulatory Law (all of the foregoing, collectively, the “Governmental Consents”), and (ii) obtain all necessary consents, approvals or waivers from, and deliver notices to, third parties. The parties acknowledge and agree that their obligations to use their reasonable best efforts as set forth in this Section 7.10(a) shall include those obligations set forth on the Efforts Schedule. (b) Subject to the terms and conditions herein provided and without limiting the foregoing, Parent, Seller and Buyer shall cooperate with each other in (i) determining whether any filings are required to be made with, or Governmental Consents are required to be obtained from, any Governmental Authorities (including in any foreign jurisdiction in which the Company or any Company Subsidiaries are operating any business) and (ii) to the extent not made prior to the date hereof, timely making or causing to be made all such applications and filings as reasonably determined by Parent, Seller and Buyer as promptly as practicable, practicable (a) and in any event within five ten (510) business days of Business Days after the date of this Agreement, the submission of a continuing membership application with FINRA pursuant to NASD Rule 1017 and (b) with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreement, (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement. (b) In furtherance and not in limitation of the foregoing, each of Parent and the Company shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act hereof with respect to filings or submissions required under the transactions contemplated hereby as promptly as practicable and in any event within five (5) business days of the date of this Agreement and HSR Act). Each party shall use reasonable best efforts to supply as promptly as practicable any additional information and documentary such information, documentation, other material or testimony that may be requested pursuant requested, and the provision of which is required, by any Governmental Authority, including by complying as soon as reasonably practicable with any request under or with respect to the HSR Act Act, any other Governmental Consent and to use their reasonable best efforts to take all any such other actions necessary to cause applicable Laws for additional information, documents or other materials received by Buyer or any of its Subsidiaries, on the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable; provided, however, that nothing in this Agreement shall requireone hand, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (Seller or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assetsSubsidiaries, licenseson the other hand, operations, rights, product lines, businesses from the FTC or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction onDOJ, or any other impairment of Parent's ability to own Governmental Authority in connection with such applications or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent's ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent filings or the CompanyTransactions. (c) The Parties shall use reasonable best efforts to: Notwithstanding anything to the contrary set forth herein, Buyer will not be required to propose, negotiate, commit to or effect, by agreement, consent decree, hold separate order, trust or otherwise, (i) take all other actions necessary the sale, divestiture or disposition of such assets, businesses, services, products or product lines of Buyer or the Company (or any of their respective Subsidiaries or Affiliates) or behavioral limitations, conduct restrictions or commitments with respect to cause any such assets, businesses, services, products or product lines of Buyer or the expiration Company (or any of their respective Subsidiaries or Affiliates), (ii) the creation or termination of relationships, ventures, contractual rights or obligations of the Company or Buyer or their respective Subsidiaries or Affiliates and (iii) any other actions that would limit the freedom of action of Buyer, the Company or any of their respective Subsidiaries or Affiliates with respect to, or its ability to retain, one or more of its or its Subsidiaries’ (including the Company’s) or Affiliates’ assets, businesses, services, products or product lines, or, in the event that any litigation is instituted which could have the effect of preventing the consummation of the Transactions, defend any such litigation. Neither Parent nor Seller nor any of their Subsidiaries shall, without Buyer’s prior written consent, discuss or commit to any extension of any waiting period under any Law or any agreement not to consummate the Transactions or otherwise take or commit to take any action that limits Buyer’s freedom of action with respect to, or Buyer’s ability to retain, any of the businesses, services, products or product lines of the Company (or any of its Subsidiaries or Affiliates) or otherwise receive the full benefits of this Agreement. None of Parent, Seller, Buyer or the Company shall be required to take any action pursuant to this Section 7.10 unless it is expressly conditioned on the effectiveness of the Transactions. (d) Without limiting the foregoing and subject to applicable waiting periods under Applicable Law as soon as practicable; legal limitations and the instructions of any Governmental Authority, each of Parent and Seller, on the one hand, and Buyer, on the other hand, agrees (i) to cooperate and consult with each other in connection with the making of all registrations, filings, notifications, communications, submissions and any other material actions pursuant to this Section 7.10, (ii) resolve to furnish to the other such necessary information and assistance as the other may reasonably request in connection with its preparation of any objections notifications or filings, which may be asserted is not otherwise legally privileged or considered commercially sensitive, (iii) to keep each other apprised of the status of matters relating to the completion of the Transactions, including promptly furnishing the other with copies of notices or other communications received by such party from, or given by such party to, any third party and/or any Governmental Authority with respect to the transactions contemplated Transactions, (iv) to permit the other party to review and to incorporate the other party’s reasonable comments in any material communication to be given by this Agreement; it to any Governmental Authority with respect to obtaining the necessary approvals for the Transactions, and (iiiv) take, not to participate in any meeting or cause discussion in person or by telephone expected to be taken, all actions necessary address substantive matters related to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to the Transactions with any Applicable Law or contract, or otherwise) by such Party Governmental Authority in connection with the transactions contemplated Transactions unless, to the extent not prohibited by this Agreement and to make effective such transactions. If any Governmental Authority, it gives the other party reasonable notice thereof and the opportunity to attend and observe. To the extent the parties shall share, in their sole discretion, information protected under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 7.10, the parties shall take reasonable efforts to share such information in a manner so as to preserve any applicable privilege. Buyer, Parent and Seller may, as each deems advisable and necessary, reasonably designate any competitively or commercially sensitive material provided to the other under this Section 7.10(d) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (Buyer, or Parent or Seller, as the case may be) or its legal counsel. (e) For purposes of this Agreement, “Regulatory Law” means the ▇▇▇▇▇▇▇ Act, the ▇▇▇▇▇▇▇ Act, the HSR Act, the Federal Trade Commission Act, the EC Merger Regulation, and all other federal, state, foreign, multinational or supranational statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws, including, without limitation, any antitrust, competition or trade regulation Laws, that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition through merger or acquisition and including any antitrust authority, seeks amendments Laws that relate to the transactions contemplated by this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority's consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation of the transactions contemplated herebyforeign investments.

Efforts. (a) Subject to the terms and conditions of set forth in this Agreement, each of the Company and Parent parties hereto shall use their reasonable its best efforts (subject to, and in accordance with, applicable Law) to taketake promptly, or cause to be taken, all actions necessary, and to dodo promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary consents, approvals or waivers from third parties, (ii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement as promptly as practicable, including (i) preparing and filing as promptly as practicable, (a) and in any event within five (5) business days of the date of this Agreement, the submission of a continuing membership application with FINRA pursuant to NASD Rule 1017 and (biii) with the execution and delivery of any Governmental Authority or other third party all documentation to effect all additional instruments necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreement; provided, however, that in no event shall Parent, the Company or any of their Subsidiaries be required to pay prior to the Effective Time any fee, penalty or other consideration to any third party for any consent or approval required for the consummation of the transactions contemplated by this Agreement under any contract or agreement. (b) Without limiting the foregoing, and notwithstanding anything contained in this Agreement to the contrary, Parent agrees to use its best efforts, and to take promptly any and all steps necessary, to avoid and, if necessary, eliminate, each and every impediment under any Regulatory Law (as hereinafter defined) that may be asserted by any Governmental Entity (through the head of the Governmental Entity or division thereof), so as to enable the Closing to occur as soon as possible (and in any event no later than the End Date (as hereinafter defined)), including, but not limited to, (i) providing information, (ii) obtaining and maintaining all approvalsproposing, consentsnegotiating, registrationscommitting to and/or effecting, permitsby consent decree, authorizations and other confirmations required hold separate orders, or otherwise, the sale, divesture or disposition of, or holding separate (through the establishment of a trust, proxy agreement, special security agreement, voting trust agreement or otherwise) such of Parent’s (or any of its affiliates’) assets, properties or businesses or of the Company’s (or any of its affiliates’) assets, properties or businesses to be obtained from acquired by Parent pursuant hereto, and the entrance into such other arrangements, in each case, as are necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority Entity or to effect the dissolution of any injunction, temporary restraining order or other third party order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transaction contemplated by this Agreement prior to the End Date; (iii) creating, terminating, or divesting relationships, ventures, contractual rights or obligations, including entering into, or offering or committing to enter into any supply agreements involving Parent’s (or any of its affiliates’) or the Company’s products or restrictions on Parent’s (or any of its affiliates’) or the Company’s businesses requested by any Governmental Entity, in each case, as are necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity or effect the dissolution of any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated by this Agreement prior to the End Date; (iv) defending through litigation on the merits any claim asserted in court by any person to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that are would restrain or prevent the Closing from occurring prior to the End Date; and (v) taking, or causing to be taken, all other actions and doing, or causing to be done, all other things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreementhereby, including taking all such further action as may be necessary to resolve such objections, if any, as the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, the President of the United States, CFIUS, the United States Department of Defense (including the Defense Security Services), the United States Department of Energy, state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction may assert under Regulatory Law with respect to the transactions contemplated hereby, and to avoid or eliminate each and every impediment under any Regulatory Law that may be asserted by any Governmental Entity with respect to the transactions contemplated hereby; provided, however, that nothing in this Section 5.6 shall require Parent to commit to or effect any action or agreement that is not conditioned upon the consummation of the transactions contemplated hereby. The Company shall not, without Parent’s prior written consent, agree to stay, toll or extend any applicable waiting period under any Regulatory Law, or discuss or commit to any of the actions or agreements in Section 5.6(b)(ii) or (iii) cooperating above, or discuss or commit to alter its businesses or commercial practices in any way, or otherwise take or commit to take any action that limits Parent’s freedom of action with respect to, or Parent’s ability to retain any of the extent reasonable with businesses, product lines or assets of, the other parties hereto in their efforts to comply with their obligations under Company or otherwise receive the full benefits of this Agreement. (bc) In furtherance and not in limitation of the covenants contained in this Section 5.6, the Company and Parent shall (i) as promptly as reasonably practicable after the date of this Agreement, make their respective filings and thereafter make any other required submissions under the HSR Act, (ii) cooperate with each other in (x) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers or approvals are required to be obtained from, any third parties or other Governmental Entities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (y) timely making all such filings and timely seeking all such consents, permits, authorizations or approvals, and (iii) subject to applicable legal limitations and the instructions of any Governmental Entity, keep each other apprised of the status of matters relating to the completion of the transactions contemplated thereby, including promptly furnishing the other with copies of notices or other communications received by the Company or Parent, as the case may be, or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to such transactions. Subject to the foregoing, Parent shall (a) control and lead all actions and strategy related to Regulatory Laws and litigation matters relating to Regulatory Laws, including all dealings with any Governmental Entity, (b) make all final determinations as to the appropriate course of action with respect to Regulatory Laws and Governmental Entities, and shall control and lead all communications related to Regulatory Laws and litigation matters relating to Regulatory Laws unless agreed otherwise as circumstances may dictate and as necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity or effect the dissolution of any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated by this Agreement prior to the End Date; provided that, notwithstanding anything to the contrary in this Agreement, the process for obtaining CFIUS approval shall be managed jointly by Parent and Company, Parent and Company shall jointly make all final determinations as to the appropriate course of action and all communications and filings (including, a withdrawal of submission) to and with CFIUS shall be jointly coordinated between Parent and Company. However, Parent shall make final determinations concerning agreements and undertakings to be entered into with CFIUS. The Company and Parent shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Entity. Each of the Company and Parent agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Entity in connection with the proposed transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate. As promptly as reasonably practicable following the date of this Agreement, Parent and Company shall (a) arrange a meeting with CFIUS, (b) submit a draft joint voluntary notice to CFIUS and (c) submit a final joint voluntary notice to CFIUS, each with regard to this Agreement and other related information pursuant to Section 721 of the Defense Production Act of 1950, as amended. Each of Parent and the Company shall make an appropriate filing of a Notification and Report Form pursuant respond to any request for information from CFIUS in the HSR Act with respect to timeframe set forth in the transactions contemplated hereby as promptly as practicable and in any event within five (5) business days of the date of this Agreement and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to use their reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicableCFIUS regulations, 31 C.F.R. Part 800; provided, however, that either party, after consultation with the other party, may request in good faith an extension of time pursuant to 31 CFR § 800.403(3) to respond to CFIUS requests for follow-up information, provided that under no circumstance may a party request any extension that causes CFIUS to reject the voluntary notice filed by the parties or modifies the time for CFIUS review or investigation. (d) Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.6 shall limit a party’s right to terminate this Agreement shall requirepursuant to Section 7.1(b) or 7.1(c) so long as such party has, prior to such termination, complied with its obligations under this Section 5.6. (e) For purposes of this Agreement, “Regulatory Law” means the ▇▇▇▇▇▇▇ Act of 1890, the ▇▇▇▇▇▇▇ Antitrust Act of 1914, the HSR Act, the Federal Trade Commission Act of 1914, the Defense Production Act of 1950, as amended, the International Traffic in Arms Regulations (“ITAR”), applicable requirements of the National Industrial Security Program, the Export Administration Regulations, the embargoes and restrictions administered by the United States Office of Foreign Assets Control and any Executive Orders of the President regarding embargoes and restrictions on trade with designated countries, entities and persons, and all other federal, state or be construed foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws, including any antitrust, competition or trade regulation Laws, that are designed or intended to require(i) prohibit, Parent to proffer torestrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition through merger or acquisition, (ii) regulate the business or agree to, sell, divest, lease, license, transfer, dispose operations of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses its Subsidiaries or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent's ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent's ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company. (c) The Parties shall use reasonable best efforts to: (i) take all other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (iii) take, protect the national security or cause to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to the national economy of any Applicable Law or contract, or otherwise) by such Party in connection with the transactions contemplated by this Agreement and to make effective such transactions. If any Governmental Authority, including any antitrust authority, seeks amendments to the transactions contemplated by this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority's consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation of the transactions contemplated herebynation.

Efforts. (a) Subject to the terms and conditions herein provided, each of this Agreement, the Company and Parent shall parties hereto agrees to use their 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 under Applicable Law to consummate the transactions contemplated by this Agreement and make effective as promptly as practicablepracticable the Mergers and to cooperate with each other in connection with the foregoing, including (i) preparing using reasonable best efforts to take such actions as are necessary to obtain any necessary consents, approvals, orders, exemptions and filing as promptly as practicableauthorizations by or from any public or private third party, (a) and in including, without limitation, any event within five (5) business days that are required to be obtained under any federal, state or local Law or any Contract to which the Company, Hospitality or any Paired Entities 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 date of this AgreementMergers, the submission of a continuing membership application with FINRA pursuant to NASD Rule 1017 and (b) with any Governmental Authority or other third party all documentation to effect all necessary filingsregistrations and Antitrust Filings, noticesincluding, petitionsbut not limited to, statementsfilings under Antitrust Law, registrationsif any, and to make submissions of informationinformation requested by a Governmental Entity, applications and to use its reasonable best efforts to cause to be lifted or rescinded any Order or other documents necessary, or in order adversely affecting the reasonable judgment ability of Parent or the Company, advisable parties to consummate the transactions contemplated by Mergers; provided that Parent, MergerCo 1 and MergerCo 2 shall not be required or obligated (and nothing contained in this AgreementSection 7.3 or this Agreement shall require or obligate Parent, MergerCo 1 or MergerCo 2) to effect or agree to effect any sale, divestiture or disposition or any other action that limits its freedom of action with respect to, or its ability to retain, any businesses, services or assets of the Paired Entities (ii) obtaining and maintaining all approvalsor their respective Subsidiaries), consentsor, registrationseffective as of the Effective Time, permitsthe Company Surviving Corporation or the Hospitality Surviving Corporation (or their respective Subsidiaries), authorizations and other confirmations required to be obtained from or any Governmental Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreementinterests therein. (b) In furtherance and not Notwithstanding anything contained in limitation of the foregoing, each of Parent and the Company shall make an appropriate filing of a Notification and Report Form pursuant this Agreement to the HSR Act contrary, nothing in this Section 7.3 or any other provision of this Agreement shall require Parent or any of its Subsidiaries to take or agree to take any action with respect to Parent or its affiliates (including the transactions contemplated hereby Blackstone Sponsor, Starwood Capital Group Holdings, L.P. and any investment funds or investment vehicles affiliated with, or managed or advised by, the Blackstone Sponsor, Starwood Capital Group Holdings, L.P. or any portfolio company (as promptly as practicable and such term is commonly understood in any event within five (5the private equity industry) business days or investment of the date Blackstone Sponsor or Starwood Capital Group Holdings, L.P. or of this Agreement and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to such investment fund or investment vehicle), other than the HSR Act and to use Paired Entities or other Paired Entities Subsidiaries or the Company Surviving Corporation or the Hospitality Surviving Corporation (or their reasonable best efforts to take all other actions necessary to cause respective Subsidiaries). In no event shall the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable; providedCompany, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent Hospitality or any Affiliate (Paired Entities Subsidiaries propose, negotiate, effect or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment action contemplated by this Section 7.3 without the prior written consent of Parent's ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent's ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company. (c) The Parties Paired Entities shall use reasonable best efforts to: notify Parent, promptly of (i) take all other actions necessary to cause any communication from any person alleging that the expiration consent of such person (or termination of any applicable waiting periods under Applicable Law as soon as practicable; (iianother person) resolve any objections which is or may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (iii) take, or cause to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to any Applicable Law or contract, or otherwise) by such Party in connection with the transactions contemplated by this Agreement (and to make effective such transactions. If the response thereto from the Paired Entities, the Paired Entities Subsidiaries or their Representatives), (ii) any communication from any Governmental AuthorityEntity in connection with the transactions contemplated by this Agreement (and the response thereto from the Paired Entities, including the Paired Entities Subsidiaries or their Representatives), (iii) any antitrust authority, seeks amendments material Legal Actions threatened or commenced against or otherwise affecting any of the Paired Entities or the Paired Entities Subsidiaries that are related to the transactions contemplated by this Agreement or commitments (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 cause the conditions set forth in Sections 8.2(a) and 8.2(b) of this Agreement not to be undertaken by any Party as a condition satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority's consent with respect to such transactions, obligations of the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to parties under this Agreement which are necessary and shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice. (d) Parent shall notify the Company promptly of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in order to resolve the issues raised by such Governmental Authority and permit the consummation of connection with the transactions contemplated herebyby this Agreement (and the response thereto from Parent or its 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 cause the conditions set forth in Sections 8.3(a) and 8.3(b) of this Agreement not to be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement and shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice. (e) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any consents in connection with the transactions contemplated by this Agreement from any person (i) without the prior written consent of Parent, none of the Paired Entities or any Paired Entities Subsidiary 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 and (ii) none of Parent or any of its 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 incur any liability or other obligations. In the event that any party fails to obtain any such consent, the parties shall use their commercially reasonable efforts to minimize any adverse effect upon a Paired Entity, Parent and their respective affiliates and businesses resulting, or which would reasonably be expected to result, after the Effective Time, from the failure to obtain such consent. (f) The delivery of any notice pursuant to Section 7.3(c) or Section 7.3(d) shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Efforts. (a) Subject to the terms and conditions of set forth in this Agreement, each of the Company and Parent Parties hereto shall use their commercially reasonable best efforts to taketake promptly, or cause to be taken, all actions actions, and to dodo promptly, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under Applicable Law applicable Laws and otherwise to consummate complete and make effective the transactions contemplated by this Agreement as promptly as practicable, including (i) preparing Merger and filing as promptly as practicable, (a) and in any event within five (5) business days of the date of this Agreement, the submission of a continuing membership application with FINRA pursuant to NASD Rule 1017 and (b) with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreement, including: (i) obtaining all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Specified Approvals and the Purchaser Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) obtaining and maintaining all approvals, necessary consents, registrationsapprovals or waivers from third parties, permits, authorizations and other confirmations required to be obtained from (iii) defending any Governmental Authority lawsuits or other third party that are necessarylegal proceedings, proper whether judicial or advisable to consummate administrative, challenging this Agreement or the completion of the Merger and the other transactions contemplated by this Agreement, and (iiiiv) cooperating executing and delivering any additional instruments necessary to complete the extent reasonable with the other parties hereto in their efforts to comply with their obligations under transactions contemplated by this Agreement. (b) In furtherance Subject to the terms and not in limitation of conditions herein provided and without limiting the foregoing, each of Parent the Company, Purchaser and the Company shall make an appropriate filing of a Merger Sub shall: (i) promptly file any and all required Notification and Report Form pursuant to Forms under the HSR Act with respect to the Merger and the other transactions contemplated hereby as promptly as practicable and in any event within five (5) business days of the date of by this Agreement (or, if such Party has an “ultimate parent entity”, then such Party shall cause that entity to make that filing), and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to use their all reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent's ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent's ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company. (c) The Parties shall use reasonable best efforts to: (i) take all other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; the HSR Act, (ii) resolve use (and cause each of its Affiliates to use) commercially reasonable efforts to cooperate in (A) determining whether any objections which may filings are required to be asserted by made with, or consents, permits, authorizations, waivers, clearances, approvals and expirations or terminations of waiting periods are required to be obtained from, any third parties or other Governmental Authority Entities in connection with respect to the execution and delivery of this Agreement and the completion of the transactions contemplated by this Agreement; hereby, and (B) timely making all such filings and timely obtaining all such consents, permits, authorizations and approvals, (iii) supply to any Governmental Entity as promptly as practicable any additional information or documents that may be requested pursuant to any Law or by such Governmental Entity, and (iv) use commercially reasonable efforts to take, or cause to be taken, all other actions necessary to obtain each consentand do, approval or waiver (if any) required cause to be obtained (pursuant done, all other things reasonably necessary, proper or advisable to any Applicable Law or contract, or otherwise) by such Party in connection with complete and make effective the transactions contemplated hereby, including taking (and causing each of its Affiliates to take) all such further actions as may be reasonably necessary to avoid or eliminate each and every impediment under any Law that may be asserted by this Agreement and to make effective such transactions. If any Governmental AuthorityEntity or other Person with respect to the Merger so as to enable the Merger to occur as soon as reasonably possible (and in any event, no later than the End Date). (c) Subject to applicable legal limitations and the instructions of any Governmental Entity, the Company and Purchaser shall keep each other apprised of the status of matters relating to the completion of the Merger, including promptly delivering the other with copies of notices or other communications received by the Company or Purchaser, as the case may be, or any antitrust authorityof their respective Subsidiaries or other Affiliates, seeks amendments to the transactions contemplated by this Agreement from any Governmental Entity or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority's consent other Person with respect to such transactions. The Company and Purchaser shall AGREEMENT AND PLAN OF MERGER 44 permit counsel for the other Party reasonable opportunity to review in advance, the Parties shall commence and conduct consider in good faith negotiations the views of the other Party in connection with, any proposed written communication to any Governmental Entity. Each of the Company and Purchaser agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with each any Governmental Entity in connection with the Merger unless it consults with the other for no less than fifteen (15) days and use their reasonable best efforts Party in advance and, to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised extent not prohibited by such Governmental Authority Entity, gives the other Party the opportunity to attend and permit participate. (d) Purchaser agrees to, and will cause its Affiliates to, use commercially reasonable efforts to take any and all actions reasonably necessary to avoid, eliminate and resolve any and all impediments under the HSR Act or any other Law that may be asserted by any Governmental Entity or any other Person with respect to the Merger and to obtain all consents, approvals and waivers under the HSR Act or any other Law that may be required by any Governmental Entity to enable the Parties to close the Merger as promptly as practicable. (e) In furtherance and not in limitation of the covenants of the Parties contained in this Section 7.6, if any action or proceeding is instituted (or threatened) challenging the Merger as violating the HSR Act or any other Law or if any decree, order, judgment or injunction (whether temporary, preliminary or permanent) is entered, enforced or attempted to be entered or enforced by any Governmental Entity that would make the Merger illegal or otherwise delay or prohibit the consummation of the transactions contemplated herebyMerger, the Company and Purchaser and their respective Affiliates shall take any and all commercially reasonable actions to contest and defend any such Claim, to avoid entry of, or to have vacated, lifted, reversed, repealed, rescinded or terminated, any decree, order, judgment or injunction (whether temporary, preliminary or permanent) that prohibits, prevents or restricts consummation of the Merger.

Efforts. (a) Subject to the terms and conditions of set forth in this Agreement, each of the Company and Parent parties hereto shall use their reasonable best efforts to promptly take, or cause to be taken, all actions actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law applicable Laws to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement as promptly as practicablein the most expeditious manner reasonably practicable after the date hereof and in any event prior to the End Date, including (i) preparing causing all of the Offer Conditions and filing as promptly as practicableall of the conditions to the Closing set forth in Article 7 to be satisfied, (aii) the obtaining and in maintaining of all necessary actions or non-actions, waivers, consents, clearances, approvals and expirations or terminations of waiting periods (including the Specified Approvals) from Governmental Entities and the making of all necessary registrations, notifications and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any event within five Governmental Entity, (5iii) business days the obtaining and maintaining of all necessary consents, approvals or waivers from third parties, (iv) the defending of any Actions, lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the date of this AgreementOffer, the submission of a continuing membership application with FINRA pursuant to NASD Rule 1017 Merger and the other transactions contemplated by this Agreement and (bv) with the execution and delivery of any Governmental Authority or other third party all documentation to effect all additional instruments necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreement; provided, (ii) obtaining and maintaining all approvalshowever, consents, registrations, permits, authorizations and other confirmations that in no event shall the Company or any of its Subsidiaries be required to be obtained from pay prior to the Effective Time any Governmental Authority fee, penalty or other consideration to any third party that are necessary, proper for any consent or advisable to consummate approval required for or triggered by the consummation of the transactions contemplated by this Agreement, and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations Agreement under this Agreementany contract or agreement or otherwise. (b) In furtherance The parties hereto shall, and not shall cause their respective Affiliates to, use reasonable best efforts to (i) cooperate with each other in limitation (A) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers, clearances, approvals, and expirations or terminations of waiting periods are required to be obtained from, or with respect to, any third parties or Governmental Entities in connection with the foregoing, each execution and delivery of Parent this Agreement and the Company shall make an appropriate filing consummation of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as (including in connection with the Specified Approvals) and (B) promptly as practicable making all such filings and in timely obtaining all such consents, permits, authorizations, waivers, clearances, approvals or expirations or terminations of waiting periods, (ii) supply to any event within five (5) business days of the date of this Agreement and to supply Governmental Entity as promptly as practicable any additional information and documentary material or documents that may be requested pursuant to the HSR Act and to use their reasonable best efforts to take all other actions necessary to cause the expiration any Law or termination of the applicable waiting periods under the HSR Act as soon as practicable; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent's ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent's ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company. (c) The Parties shall use reasonable best efforts to: (i) take all other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; Entity and (iii) take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby, including taking all such further action as may be necessary to obtain each consentresolve such objections or resist or contest any Action, approval or waiver (if any, as any federal or state antitrust enforcement authorities or any other Governmental Entity or other Person may assert or bring under any applicable Law (including any Antitrust and Foreign Investment Law) required with respect to be obtained the transactions contemplated hereby (pursuant to any Applicable Law or contract, or otherwise) by such Party including in connection with the Specified Approvals), and to avoid or eliminate each and every impediment under any Law (including any Antitrust and Foreign Investment Law) that may be asserted by any Governmental Entity with respect to the Offer, the Merger or the other transactions contemplated by this Agreement so as to enable the Closing to occur as promptly as practicable after the date hereof, including (x) proposing, negotiating, committing to, agreeing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture, license, hold separate or disposition of any and all of the equity interests, assets (whether tangible or intangible), products or businesses of Parent or its Subsidiaries or of the Company or its Subsidiaries, (y) otherwise taking or committing to make effective such transactions. If take any Governmental Authorityactions that after the Closing Date would limit Parent’s or its Subsidiaries’ (including the Surviving Corporation’s) freedom of action with respect to, or their ability to retain or hold, directly or indirectly, one or more of their Subsidiaries’ (including the Surviving Corporation’s), equity interests, assets (whether tangible or intangible), products, or businesses, including any antitrust authorityagreement to provide notice to or obtain prior approval from any Governmental Entity of or for any future transaction, seeks amendments or (z) creating, terminating or divesting relationships, ventures, contractual rights or obligations of Parent or its Subsidiaries or the Company or its Subsidiaries; provided that neither the Company nor any of its Subsidiaries shall be required to become subject to, or consent or agree to or otherwise take any action with respect to, any requirement, condition, understanding, agreement or order to sell, divest, license, hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change the assets, operations or business of the Company or any of its Subsidiaries, unless such requirement, condition, understanding, agreement or order is binding on or otherwise applicable to the transactions contemplated by Company or its Subsidiaries only from and after the Effective Time in the event that the Closing occurs. Except as otherwise permitted under this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority's consent with respect to such transactionsAgreement, the Parties Company, Parent and Merger Sub shall commence not (and conduct good faith negotiations with each other for no less than fifteen (15shall cause their Subsidiaries not to) days and take or agree to take any action that would be reasonably likely to prevent or materially delay the Closing. In the event that any information in the filings submitted pursuant to this Section 6.7 or any such supplemental information furnished in connection therewith is deemed confidential by either party, the parties shall use their reasonable best efforts to agree upon amendments maintain the confidentiality of the same, and the parties shall seek authorization from the applicable Governmental Entity to withhold such information from public view. Neither Parent, Merger Sub nor any of their Subsidiaries shall withdraw any registrations, applications, declarations, reports, submissions or other filings with, or any notices to, any Governmental Entity relating to the Offer, the Merger and the other transactions contemplated by this Agreement, or enter into any timing agreement or agreement not to consummate the Offer, the Merger or the other transactions contemplated by this Agreement which are for any period of time, without the Company’s prior written consent. (c) Between the date hereof and the earlier of the Effective Time and the Termination Date, Parent and Merger Sub shall not, and shall not permit any of their respective Subsidiaries to, enter into or consummate any agreement for an acquisition (by stock purchase, merger, consolidation, asset purchase, license or otherwise) that would reasonably be expected to (x) prevent, materially impair or materially delay the obtaining of, or result in not obtaining or adversely affect in any material respect the ability of Parent or its Affiliates to procure, any authorizations, consents, orders, declarations or approvals of any Governmental Entity or the expiration or termination of any applicable waiting period necessary in order to resolve consummate the issues raised Offer, the Merger or the other transactions contemplated by such this Agreement, or (y) materially increase the risk of any Governmental Authority and permit Entity entering an order, ruling, judgment or injunction prohibiting the consummation of the Offer, the Merger or the other transactions contemplated herebyby this Agreement, or of the failure to be satisfied of any conditions set forth in Section 7.1. (d) The Company, Parent and Merger Sub shall cooperate and consult with each other in connection with the making of all registrations, filings, notifications, communications, submissions and any other actions pursuant to this Section 6.7, and, subject to applicable legal limitations, the Company, on the one hand, and Parent and Merger Sub, on the other hand, shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated thereby, including promptly furnishing the other with copies of notices or other communications (or, if not in writing, advise the other party orally of such notices or communications) received by the Company or Parent, as the case may be, or any of their respective Subsidiaries or Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Without limiting Parent’s obligations under this Section 6.7, Parent shall have the right to control the development and implementation of any strategy with respect to obtaining consents, clearances, authorizations and orders from any Governmental Entity and approvals pursuant to applicable Antitrust and Foreign Investment Laws, including (i) the process and strategy for responding to any formal or informal request for additional information and documents, (ii) the content of, and analysis contained in, any filings, notifications or communications (whether written or oral) with any Governmental Entity or (iii) whether to extend or restart the waiting, review or investigation period under any applicable Antitrust and Foreign Investment Laws; provided that Parent shall consult with and consider in good faith the views of the Company prior to making any decisions with respect to such strategy. Subject to applicable Law relating to the exchange of information, the Company, on the one hand, and Parent and Merger Sub, on the other hand, shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed notifications or filings and any written communications or submissions, and with respect to any such notification, filing, written communication or submission, any documents submitted therewith to any Governmental Entity; provided, however, that Parent and the Company may, as each deems advisable and necessary, reasonably designate any sensitive materials provided to the other under this Section 6.7(d) as “Outside Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (Parent or the Company, as the case may be) or its legal counsel. Notwithstanding anything to the contrary in this Section 6.7, materials provided pursuant to this Section 6.7 may be redacted (x) to remove references concerning the valuation of the businesses of the Company and its Subsidiaries, or proposals from third parties with respect thereto, (y) as necessary to comply with contractual agreements and (z) as necessary to address reasonable privilege or confidentiality concerns. Each of the Company, ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub agrees not to participate in any meeting or discussion, in person, by videoconference or by telephone, with any Governmental Entity in connection with the proposed transactions unless it consults with the other party in advance, considers in good faith the views of the other party with respect to such meeting or discussion, and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate. (e) In furtherance and not in limitation of the covenants of the parties contained in this Agreement, including in this Section 6.7, 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 Law, each of the Company, Parent and Merger Sub shall reasonably cooperate with each other and shall use their respective reasonable best efforts to contest and resist any such Action or proceeding and to have vacated, lifted, reversed or overturned any Action, decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Offer, the Merger and the other transactions contemplated by this Agreement. (f) Except as otherwise set forth in this Agreement, including this Section 6.7, nothing contained in this Agreement shall give Parent, Merger Sub, or any of its Affiliates, directly or indirectly, the right to control, supervise or direct the operations of the Company or any business thereof prior to the Closing Date. Prior to the Closing Date, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete unilateral control, supervision and direction over the Company and its business operations.

Efforts. (a) Subject to the terms and conditions herein provided (including Sections 5.5 and 5.6), each of this Agreement, the Company Buyer and Parent Seller shall use their reasonable best efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law this Agreement and applicable Laws to consummate and make effective as promptly as practicable after the date hereof the transactions contemplated by this Agreement, including (i) preparing as promptly as practicable all necessary applications, notices, petitions, filings, ruling requests, and other documents to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations, waiting period expirations, and clearances necessary to be obtained from any Governmental Entity in order to consummate the transactions contemplated by this Agreement (collectively, the “Governmental Approvals”) and (ii) as promptly as practicable, including (i) preparing and filing practicable taking all steps as promptly as practicable, (a) and in any event within five (5) business days of the date of this Agreement, the submission of a continuing membership application with FINRA pursuant may be necessary to NASD Rule 1017 and (b) with any obtain all such Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreement, (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement. (b) Approvals. In furtherance and not in limitation of the foregoing, each of Parent and the Company shall Party agrees to (A) make an appropriate and complete filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and (but in any event within five no later than 10 Business Days after the date hereof), (5B) business days make an appropriate and complete filing of a notification (Anmeldung) to the German Federal Cartel Office (Bundeskartellamt) pursuant to Sec. 39 of the date German Act against Restraints of this Agreement and Competition (Gesetz gegen Wettbewerbsbeschränkungen) with respect to supply the transactions contemplated hereby as promptly as practicable (but in any event no later than 10 Business Days after the date hereof), (C) make all other filings as mutually agreed by the Parties to be required pursuant to other Antitrust Laws with respect to the transactions contemplated hereby as promptly as practicable and (D) not extend any waiting period under the HSR Act or any other Antitrust Law, nor enter into any agreement with the U.S. Federal Trade Commission (the “FTC”) or the U.S. Department of Justice (the “DOJ”) or any other Governmental Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other Party. Each Party shall substantially comply as promptly as practicable with any request for additional information and or documentary material that may be requested made pursuant to the HSR Act or any other Antitrust Law and to use their its reasonable best efforts to take all other actions necessary necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Antitrust Law as soon as practicable; providedpossible. (b) Each of Buyer and Seller shall, however, that nothing in connection with the actions referenced in Section 5.3(a) to obtain all Governmental Approvals for the transactions contemplated by this Agreement shall requireunder the HSR Act or any other Antitrust Law, (i) reasonably cooperate with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other Party and/or its counsel reasonably informed of any communication received by such Party from, or be construed to require, Parent to proffer given by such Party to, or agree tothe FTC, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent DOJ or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition other U.S. or other encumbrance by Parent, the Company or the Surviving Corporation Governmental Entity and of any of their respective assetscommunication received or given in connection with any proceeding by a private party, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take in each case regarding any of the foregoing actionstransactions contemplated hereby; (iii) consult with each other, to the extent reasonably practicable, in advance of any meeting or telephone call with the FTC, the DOJ or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Person; and (iv) to the extent not prohibited by the FTC, the DOJ or such other Governmental Entity or other Person, provide the other Party and/or its counsel a reasonable opportunity to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Governmental Entity; provided that materials may be redacted to remove references concerning the valuation of the businesses of Seller; and provided, further, that neither Party is required to provide the other Party with a copy of its Notification Report form pursuant to the HSR Act. Buyer and Seller, as each deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other under this Section 5.3(b) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance in writing from the source of the materials (Buyer or Seller, as the case may be) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent's ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent's ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Companyits legal counsel. (c) The In furtherance and not in limitation of the covenants of the Parties contained in Sections 5.3(a) and 5.3(b), each of Buyer and Seller shall use its reasonable best efforts to: to (i) take all avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other actions necessary to cause order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the expiration Closing on or termination of before the Outside Date, including defending through litigation on the merits any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve claim asserted in any objections which may be asserted by any Governmental Authority court with respect to the transactions contemplated by this AgreementAgreement by the FTC, the DOJ or any other applicable Governmental Entity or any private party; and (iiiii) takeavoid or eliminate each and every impediment under any Antitrust Law so as to enable the Closing to occur as soon as possible (and in any event no later than the Outside Date), or cause including (x) proposing, negotiating, committing to be takenand effecting, all actions necessary to obtain each consentby consent decree, approval or waiver (if any) required to be obtained (pursuant to any Applicable Law or contracthold separate order, or otherwise, the sale, divestiture or disposition of such businesses, product lines or assets of Buyer and/or the members of the Transferred Entity Group or any of the Transferred Assets and (y) agreeing to divest, sell, dispose of, or hold separate, any of the businesses, product lines or assets of Buyer and/or the members of the Transferred Entity Group or any of the Transferred Assets; provided, however, that any action contemplated by such Party foregoing clauses (x), and (y) is conditioned upon the consummation of the transactions contemplated by this Agreement. (d) Without limiting any other obligation under this Agreement, during the period from the date of this Agreement until the Closing Date, each of Buyer and Seller shall not, and shall cause its Subsidiaries and Affiliates to not, take or agree to take any action that would reasonably be expected to prevent or materially delay the Parties from obtaining any Governmental Approval in connection with the transactions contemplated by this Agreement Agreement. (e) Whether or not the Sale is consummated, Buyer and Seller shall be equally responsible for all filing fees and payments to make effective such transactions. If any Governmental Authority, including any antitrust authority, seeks amendments to the transactions contemplated by this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority's consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary Entity in order to resolve the issues raised by such Governmental Authority and permit the consummation of the transactions contemplated herebyobtain any consents, approvals or waivers pursuant to this Section 5.3.

Efforts. (a) Subject to the terms and conditions of this Agreement, each of Parent, Merger Sub and the Company and Parent shall use their commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and assist and cooperate with the other in doing, all things necessary, proper or advisable under Applicable applicable Law or Order to consummate and make effective the transactions contemplated by this Agreement Transactions as promptly as reasonably practicable, including (i) preparing and filing as promptly as practicable, (a) and in any event within five (5) business days of the date of this Agreement, the submission of a continuing membership application with FINRA pursuant to NASD Rule 1017 and (b) reasonably practicable with any Governmental Authority or other third party Third Party all documentation to effect all necessary necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreement, and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party Third Party that are necessary, proper or advisable to consummate and make effective the transactions contemplated by this AgreementTransactions (whether or not such approvals, consents, registrations, permits, authorizations and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement. (b) In furtherance and not in limitation of the foregoing, each of Parent and the Company shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within five (5) business days of the date of this Agreement and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to use their reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicableconfirmations are Scheme Conditions); provided, however, that nothing in this Agreement shall requirenone of the Company, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of its Subsidiaries nor any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction onRepresentatives shall provide notice to, or other impairment of Parent's ability to own or operaterequest consent from, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent's ability to vote, transfer, receive dividends or otherwise exercise full ownership rights Third Party with respect to this Agreement or the stock Transactions without first obtaining the prior written consent of Parent (such consent not to be unreasonably withheld or delayed). (b) The Company and Parent shall, as promptly as practicable and before the expiration of any relevant legal deadline, but in no event later than ten (10) Business Days following the execution and delivery of this Agreement, file with (i) the United States Federal Trade Commission and the United States Department of Justice the notification and report form and accompanying materials, if any, required under the HSR Act for the transactions contemplated hereby, and (ii) any other Governmental Authority any other filings, reports, information and documentation required for the transactions contemplated hereby pursuant to any applicable Competition Laws. Each of the Surviving Corporation if Company and Parent shall furnish or cause to be furnished to each other’s respective counsel such necessary information and reasonable assistance as the other may request in connection with its preparation of any such action filing or submission that is reasonably likely to have a Material Adverse Effect on Parent or necessary under the CompanyHSR Act and any Competition Laws. (c) The Parties shall use reasonable best efforts toCompany and Parent shall: (i) take all other actions necessary use their commercially reasonable efforts to cause promptly obtain any clearance required under the expiration or termination HSR Act and any Competition Laws for the consummation of any applicable waiting periods under Applicable Law as soon as practicable; this Agreement and the transactions contemplated hereby, (ii) resolve keep each other apprised of the status of any objections which may communications with, and any inquiries or requests for additional information from, any Governmental Authority, and (iii) comply promptly with any such inquiry or request and supply to any Governmental Authority without undue delay any additional information requested. Notwithstanding the foregoing, neither Parent nor any of its Affiliates shall be asserted by required to consent to or make any divestiture or other structural or conduct relief in order to obtain clearance from any Governmental Authority, and the Company shall not agree to any divestiture or other structural or conduct relief without the prior written consent of Parent. Any such structural or conduct relief affecting the business, assets, or operations of the Company shall be conditioned upon the prior occurrence of the Scheme implementation. (d) The Parties commit to instruct their respective counsel to cooperate with each other and use commercially reasonable efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act and any Competition Laws at the earliest practicable dates. Such commercially reasonable efforts and cooperation include such counsel’s undertaking (i) to keep each other appropriately informed of communications from and to personnel of the reviewing Governmental Authorities, and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Authorities and the content of any such contacts or presentations. The Company and Parent shall not participate in any meeting or discussion with any Governmental Authority with respect to any such filings, applications, investigation or other inquiry without giving the transactions contemplated other Party prior notice of the meeting or discussion and, to the extent permitted by this Agreement; and (iii) take, or cause to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to any Applicable Law or contract, or otherwise) by such Party in connection with the transactions contemplated by this Agreement and to make effective such transactions. If any relevant Governmental Authority, including any the opportunity to attend and participate in such meeting or material discussion (which, at the request of Parent or the Company, shall be limited to outside antitrust authority, seeks amendments to the transactions contemplated by this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority's consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation of the transactions contemplated herebycounsel only).