Common use of Information Statement Clause in Contracts

Information Statement. As promptly as possible, but in any event no later than September 14, 2022, the Company shall file with the Commission a preliminary information statement in accordance with Regulation 14C promulgated under of the Exchange Act relating to the Shareholder Consent and the Amendment. Prior to filing with the Commission, the Company shall provide Buyer and its counsel a reasonable opportunity to review and comment on the preliminary Information Statement and shall consider in good faith for inclusion in the preliminary Information Statement any comments made by Buyer or its counsel. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the Commission with respect to the preliminary Information Statement and to cause the Information Statement in definitive form to be mailed to the holders of the Company’s voting securities entitled to receive the same as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission if by such date the Commission has not informed the Company that it intends to review the Information Statement or (ii) if the Commission has, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the Commission, informed the Company that it intends to review the Information Statement, within one (1) Business Day after the date on which the Commission confirms that it has no further comments on the Information Statement. The Company shall notify the Buyer promptly of (and in any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, the Company shall mail to the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to the Information Statement and shall accept for inclusion in any amendments or supplements any reasonable comments made by the Buyer or its counsel that are provided in a timely manner. If at any time prior to the Specified Date any event shall occur, or fact or information shall be discovered, that should be set forth in an amendment or supplement to the Information Statement so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Company shall prepare and file with the Commission such amendment or supplement, in consultation with and subject to review by the Buyer and its counsel as promptly as practicable and, to the extent required by law, cause such amendment or supplement to be disseminated to the holders of the Company’s voting securities entitled thereto.

Information Statement. As promptly Promptly following the receipt of Written Consents from stockholders representing a majority in voting power of the issued and outstanding shares of Series A Preferred Stock as possibleof the Record Date (including, but for the avoidance of doubt, the Written Consent delivered by the Investors as described in any event no later than September 14, 2022Section 2.1) (the “Series A Requisite Consent”), the Company shall file with take commercially reasonable efforts to cause the Commission a preliminary information statement in accordance with Regulation 14C promulgated under Amended Series A Certificate of the Exchange Act relating Designations Effectiveness to the Shareholder Consent and the Amendment. Prior to occur as soon as reasonably practicable, including by preparing, filing with the CommissionSecurities and Exchange Commission (the “SEC”), and disseminating to holders of the Series A Preferred Stock, an information statement and notice of action by written consent with respect to the adoption and approval of the Amended Series A Certificate of Designations (the “Information Statement”), in each case as and to the extent required by applicable Law. The Company shall will provide Buyer the Investors (and its counsel their counsel) with a reasonable opportunity to review and comment on the preliminary Information Statement Statement, and shall any amendment or supplement thereto, and will consider in good faith for inclusion in the preliminary Information Statement any comments made provided by Buyer the Investors, and any responses to comments from the SEC or its counselstaff or the provision of additional information in connection therewith, prior to filing or delivery of the same with or to the SEC. The Company shall use reasonable best efforts to will promptly respond as promptly as practicable to any SEC comments of on the Commission with respect to the preliminary Information Statement and will use all commercially reasonable efforts to cause the Information Statement in definitive form to be mailed to cleared by the holders of the Company’s voting securities entitled to receive the same SEC as promptly as reasonably practicable after such filing. The Company will advise the Investors reasonably promptly after: (iA) the tenth time when the Information Statement has been filed; (10thB) calendar day after in the initial filing event the Information Statement is not reviewed by the SEC, the expiration of the waiting period under Rule 14c-5 under the Exchange Act; (C) in the event the preliminary Information Statement with the Commission if by such date the Commission has not informed the Company that it intends to review the Information Statement or (ii) if the Commission has, is reviewed by the tenth SEC, receipt of oral or written notification of the completion of the review by the SEC; (10thD) calendar day after the filing of the initial preliminary Information Statement with the Commission, informed the Company that it intends any supplement or amendment to review the Information Statement, within one Statement; (1E) Business Day after any request by the date on which the Commission confirms that it has no further comments on SEC for amendment of the Information Statement. The Company shall notify the Buyer promptly of Statement; (and in any event no more than one (1F) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, the Company shall mail to the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements SEC relating to the Information Statement and responses thereto (and shall accept for inclusion provide the Investors with a copy or, in any amendments or supplements any reasonable comments made the case of oral communications, summary of such comments); (G) requests by the Buyer or its counsel that are provided SEC for additional information (and shall provide the Investors with a copy or, in a timely manner. If at any time prior to the Specified Date any event shall occurcase of oral communications, or fact or information shall be discovered, that should be set forth in an amendment or supplement summary of such request) relating to the Information Statement so that such document would not include Statement; and (H) any misstatement of other material communication relating to the Information Statement, whether written or oral, from the SEC (and shall provide the Investors with a material fact or omit to state any material fact necessary to make the statements thereincopy or, in light the case of the circumstances under which they are madeoral communications, not misleading, the Company shall prepare and file with the Commission summary of such amendment or supplement, in consultation with and subject to review by the Buyer and its counsel as promptly as practicable and, to the extent required by law, cause such amendment or supplement to be disseminated to the holders of the Company’s voting securities entitled theretocommunication).

Information Statement. (i) As promptly as possible, reasonably practicable (but in any event no later than September 14, 202230 days) after the No-Shop Period Start Date, the Company shall prepare and file with the Commission SEC a preliminary written information statement in accordance with Regulation 14C promulgated under of the type contemplated by Rule 14c-2 of the Exchange Act relating to the Shareholder Consent and the Amendment. Prior to filing with the Commission, the Company shall provide Buyer and its counsel a reasonable opportunity to review and comment on the preliminary Information Statement and shall consider in good faith for inclusion in the preliminary Information Statement any comments made by Buyer or its counsel. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the Commission with respect to the preliminary Information Statement and to cause the Information Statement in definitive form to be mailed to the holders of the Company’s voting securities entitled to receive the same as promptly as reasonably practicable after containing (i) the tenth (10th) calendar day after information specified in Schedule 14C under the initial filing of Exchange Act concerning the preliminary Information Statement with Written Consent and the Commission if by such date the Commission has not informed the Company that it intends to review the Information Statement or Merger, (ii) if the Commission has, notice of action by the tenth (10thwritten consent required by Section 228(e) calendar day after the filing of the initial preliminary Information Statement with DGCL and (iii) the Commissionnotice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL (as amended or supplemented from time to time, informed the Company that it intends to review the “Information Statement, within one (1) Business Day after the date on which the Commission confirms that it has no further comments on the Information Statement”). The Company shall notify the Buyer promptly of (and in any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, the Company shall mail to the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the Commission, the Company Parent shall provide the Buyer Company with all information concerning Parent and its counsel a reasonable opportunity to review Merger Sub as may be reasonably requested by the Company in connection with the preparation, filing and comment on any such amendments or supplements to distribution of the Information Statement and shall accept for inclusion otherwise assist and cooperate with the Company in any amendments or supplements any reasonable comments made by the Buyer or its counsel that are provided in a timely manner. If at any time prior to the Specified Date any event shall occur, or fact or information shall be discovered, that should be set forth in an amendment or supplement to preparation of the Information Statement so that and the resolution of any comments thereto received from the SEC. Each of the Company, Parent and Merger Sub shall promptly correct any information with respect to it or provided by it for use in the Information Statement if and to the extent, in the absence of such document a correction, the Information Statement would not include any contain a misstatement of a material fact or omit to state any a material fact necessary to make the statements therein, in light of the circumstances under which they are were made, not misleading, and the Company shall prepare and file with disseminate such correction to the Commission such stockholders of the Company in an amendment or supplement, in consultation with . The Company shall notify Parent promptly upon the receipt of any comments from the SEC and subject to review of any request by the Buyer SEC for amendments or supplements to the Information Statement and shall promptly supply Parent with copies of all such comments, requests and any other written correspondence between the Company or any of its counsel Representatives, on the one hand, and the SEC, on the other hand, with respect to the Information Statement. The Company shall use its reasonable efforts to respond as promptly as reasonably practicable andto any comments received from the SEC concerning the Information Statement and to resolve such comments with the SEC and cause the Information Statement to be filed with the SEC in definitive form as contemplated by Rule 14c-2 under the Exchange Act, and shall use its reasonable efforts to cause the extent required by law, cause such amendment or supplement Information Statement to be disseminated to its stockholders as promptly as reasonably practicable after the holders first to occur of (i) confirmation from the SEC that it has no further comments on the Information Statement, (ii) confirmation from the SEC that the Information Statement is otherwise not to be reviewed or (iii) expiration of the 10-day period after filing in the event the SEC does not review the Information Statement. Prior to the filing of the Information Statement (or any amendment or supplement thereto) or any dissemination thereof to the stockholders of the Company’s voting securities entitled , or responding to any comments from the SEC with respect thereto, the Company shall provide Parent and its counsel with a reasonable opportunity to review and to comment on such document or response and the Company shall consider in good faith all comments reasonably proposed by Parent.

Information Statement. As promptly as possible, but in any event no later than September 14, 2022practicable after the date of this Agreement, the Company shall file with the Commission a preliminary information statement in accordance with Regulation 14C promulgated under of the Exchange Act relating send to the Shareholder Consent and the Amendment. Prior to filing with the Commission, the Company shall provide Buyer and its counsel a reasonable opportunity to review and comment on the preliminary Information Statement and shall consider in good faith for inclusion in the preliminary Information Statement any comments made by Buyer or its counsel. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the Commission with respect to the preliminary Information Statement and to cause the Information Statement in definitive form to be mailed to the holders of the Company’s voting securities entitled to receive the same as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission if by such date the Commission has not informed the Company that it intends to review the Information Statement or (ii) if the Commission has, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the Commission, informed the Company that it intends to review stockholders the Information Statement, within one (1) Business Day after describing the date on which Merger and the Commission confirms that it has no further comments on transactions contemplated hereby, soliciting the Information StatementRequisite Stockholder Approval, and providing notice of appraisal rights as required by Section 262 of the DGCL. The Company shall notify the Buyer promptly of (and in any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information StatementCompany, and if required, through the Company Board, shall mail (i) recommend to its stockholders that they adopt this Agreement and the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, transactions contemplated hereby and (ii) include such amendment or supplement. Prior to filing with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to recommendation in the Information Statement and (iii) publicly reaffirm such recommendation within 5 days after a reasonable request to do so by Parent or Merger Sub. Without limiting the generality of the foregoing, the Company agrees that its obligations to distribute the Information Statement to its stockholders and to solicit for the Requisite Stockholder Approval shall accept for inclusion in any amendments or supplements any reasonable comments made not be affected by the Buyer commencement, public proposal, public disclosure or communication to the Company or any other Person of any Acquisition Proposal. The Company agrees that, prior to the termination of this Agreement, it shall not submit to the vote of its counsel that are provided in a timely mannerstockholders any Acquisition Proposal or propose to do so. If If, at any time prior to obtaining the Specified Date Requisite Stockholder Approval, any event shall occurinformation relating to the Merger, the Company, Parent or fact any of their respective Affiliates, directors or information shall officers should be discovered, discovered by the Company or Parent that should be set forth in an amendment or supplement to the Information Statement so that such document would not include contain any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and the Company shall prepare and file with the Commission such amendment or supplement, in consultation with and subject to review by the Buyer and its counsel as promptly as practicable andshall, to the extent required by lawapplicable Law, cause such disseminate an appropriate amendment or supplement to be disseminated describing such information to the holders stockholders of the Company’s voting securities entitled . Notwithstanding the foregoing, prior to mailing the Information Statement (or any amendment or supplement thereto), the Company shall give Parent and its counsel a reasonable opportunity to review and comment on such document and shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent and its counsel.

Information Statement. As promptly Unless the Merger is consummated in accordance with Section 253 of the DGCL as possiblecontemplated by Section 2.7, but in any event no later than September 14as soon as practicable after the consummation of the Offer (or, 2022if requested by Parent, prior thereto), the Company shall, subject to the prior review and approval of Parent and Purchaser (which approval shall not be unreasonably withheld) prepare and file with the Commission a SEC the Information Statement in preliminary information statement in accordance with Regulation 14C promulgated under of form as required by the Exchange Act relating to the Shareholder Consent and the Amendment. Prior to filing with the Commission, the Company shall provide Buyer rules and its counsel a reasonable opportunity to review and comment on the preliminary Information Statement and shall consider in good faith for inclusion in the preliminary Information Statement any comments made by Buyer or its counselregulations promulgated thereunder. The Company shall use reasonable best efforts obtain and furnish the information required to be included in the Information Statement, shall provide Parent and Purchaser with, and consult with Parent and Purchaser regarding, any comments that may be received from the SEC or its staff with respect thereto, shall, subject to the prior review and approval of Parent and Purchaser (which approval shall not be unreasonably withheld), respond as promptly as practicable to any such comments of made by the Commission SEC or its staff with respect to the preliminary Information Statement Statement, and to shall cause the Information Statement in definitive form to be mailed to the holders of the Company’s voting securities entitled to receive stockholders at the same as promptly as reasonably earliest practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission if by such date the Commission has not informed the Company that it intends to review the Information Statement or (ii) if the Commission has, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the Commission, informed the Company that it intends to review the Information Statement, within one (1) Business Day after the date on which the Commission confirms that it has no further comments on the Information Statement. The Company shall notify the Buyer promptly of (and in any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, the Company shall mail to the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to the Information Statement and shall accept for inclusion in any amendments or supplements any reasonable comments made by the Buyer or its counsel that are provided in a timely mannerdate. If at any time prior to the Specified Date Closing, any event shall occurinformation relating to the Offer, the Merger, the Company, Parent, Purchaser or fact any of their respective Affiliates, directors or information shall officers, should be discovered, that discovered by the Company or Parent which should be set forth in an amendment or supplement to the Information Statement Statement, so that such document would the Information Statement shall not include contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the Company party which discovers such information shall prepare promptly notify the other party, and file with the Commission such amendment or supplement, in consultation with and subject to review by the Buyer and its counsel as promptly as practicable and, to the extent required by law, cause such an appropriate amendment or supplement to describing such information shall be filed with the SEC and disseminated to the holders stockholders of the Company’s voting securities entitled thereto.

Information Statement. As promptly as possiblepracticable after the execution of this Agreement, but Seller shall take all action necessary in any event no later than September 14accordance with Nevada Law, 2022its Articles of Incorporation and Bylaws and the Exchange Act to solicit a majority of the stockholders of Seller to act by written consent to approve this Agreement and the Sale. Thereafter, the Company Seller shall as promptly as practicable prepare and file with the Commission a preliminary SEC an information statement in accordance with Regulation 14C promulgated under of the Exchange Act relating to be delivered to the Shareholder Consent and the Amendment. Prior to filing stockholders of Seller in connection with the Commission, Sale (the Company “Information Statement”). Each Buyer shall promptly provide Buyer to Seller all information concerning its business and its counsel a reasonable opportunity to review financial statements and comment on the preliminary Information Statement and shall consider in good faith affairs as reasonably may be required or appropriate for inclusion in the preliminary Information Statement Statement, or in any comments made by Buyer amendments or supplements thereto, and to cause its counselcounsel and auditors to cooperate with Seller’s counsel and auditors in the preparation of the Information Statement. The Company Seller shall use reasonable best efforts to promptly respond as promptly as practicable to any comments of the Commission with respect SEC, and shall use its best reasonable efforts to have the preliminary Information Statement and to cleared by the SEC as promptly as practicable after such filing. Seller shall cause the Information Statement in definitive form to be mailed to its stockholders at the holders of earliest practicable time after it is cleared by the Company’s voting securities entitled to receive the same as SEC. As promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission if by such date the Commission has not informed the Company that it intends to review the Information Statement or (ii) if the Commission has, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the Commission, informed the Company that it intends to review the Information Statement, within one (1) Business Day after the date on which of this Agreement, Seller and each Buyer shall prepare and file any other filings required to be filed by it under the Commission confirms that it has no further comments on Exchange Act, the Information StatementSecurities Act or any other Federal, foreign, state “blue sky” or related laws relating to the Sale and the transactions contemplated by this Agreement (the “Other Filings”). The Company Seller shall notify the Buyer promptly of (and in any event no more than one (1) Business Day after) supply upon the receipt of any comments from the Commission SEC or its staff or any other government officials and of any request by the Commission SEC or its staff or any other government officials for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, the Company shall mail to the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to the Information Statement or any Other Filing, or for additional information and shall accept for inclusion in supply the other with copies of all correspondence between such party or any amendments or supplements any reasonable comments made by of its representatives, on the Buyer one hand, and the SEC or its counsel that are provided in a timely manner. If at staff or any time prior other government officials, on the other hand, with respect to the Specified Date Information Statement, the Sale or any Other Filing. Seller and each Buyer shall cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 7.1(a) to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event shall occur, or fact or information shall be discovered, occurs that should is required to be set forth in an amendment or supplement to the Information Statement so that or any Other Filing, Seller or any Buyer, as the case may be, shall promptly inform the other of such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, occurrence and cooperate in light of the circumstances under which they are made, not misleading, the Company shall prepare and file filing with the Commission SEC or its staff or any other government officials, and/or mailing to the stockholders of Seller and any Buyer, such amendment or supplement, in consultation with and subject to review by the Buyer and its counsel as promptly as practicable and, to the extent required by law, cause such amendment or supplement to be disseminated to the holders of the Company’s voting securities entitled thereto.

Information Statement. As promptly as possiblereasonably practicable after the date hereof, but in any no event no later more than September 14, 2022seven Business Days after the date hereof, the Company shall prepare and file with the Commission a preliminary information statement in accordance with Regulation 14C promulgated under of the Exchange Act Preliminary Information Statement, relating to the Shareholder Consent Stockholder Approval, which shall include that stockholders of the Company have voted in favor of the adoption and approval of all shares of Common Stock exceeding the 19.99% Cap subject to Stockholder Approval, the transactions contemplated herein, the issuance of the Second Tranche Warrants and the Amendment. Prior to filing with the Commission, the Company shall provide Buyer and its counsel a reasonable opportunity to review and comment on the preliminary Information Statement and shall consider in good faith for inclusion in the preliminary Information Statement any comments made by Buyer or its counselunderlying Second Tranche Warrant Shares. The Company shall use commercially reasonable best efforts to respond as promptly as practicable to any comments of the Commission with respect to the preliminary Information Statement and to cause the Definitive Information Statement in definitive form to be filed with the Commission and mailed to the holders of the Company’s voting securities entitled to receive the same Company stockholders as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission if by such date the Commission has not informed the Company that it intends to review the Information Statement or (ii) if the Commission has, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the Commission, informed the Company that it intends to review the Information Statement, within one (1) Business Day after the date on which the Commission confirms that it has no further comments on the Information Statement. The Company shall notify the Buyer promptly of (and in any event no more than one (1) Business Day after) the receipt of a no review decision or any comments from the Commission or its staff and of any request by the Commission on the Preliminary Information Statement. No filing of, or its staff for any amendments amendment or supplements to supplement to, the preliminary Preliminary Information Statement or the definitive Definitive Information Statement, and if required, Statement will be made by the Company shall mail to without providing the holders of the CompanyHolder’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the Commission, the Company shall provide the Buyer and its outside counsel a reasonable opportunity at least two Business Days to review and comment on reasonably and in good faith thereon. If any such amendments or supplements information relating to the Information Statement and shall accept for inclusion in Company, or any amendments of its Affiliates, directors or supplements any reasonable comments made officers, should be discovered by the Buyer or its counsel Company that are provided in a timely manner. If at any time prior is required to the Specified Date any event shall occur, or fact or information shall be discovered, that should be set forth in an amendment or supplement to the Definitive Information Statement Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, the Company shall prepare promptly notify the Holder’s outside counsel and file an appropriate amendment or supplement describing such information shall be promptly filed with the Commission such amendment or supplement, in consultation with and subject to review by the Buyer and its counsel as promptly as practicable and, to the extent required by lawapplicable Law, cause such amendment or supplement to be disseminated to the Company’s stockholders. The Company shall promptly notify the Holder’s outside counsel of the receipt of any and all comments from the Commission or the staff of the Commission and of any request by the Commission or the staff of the Commission for amendments or supplements to the Preliminary Information Statement or the Definitive Information Statement for additional information and shall supply the Holder’s outside counsel with copies of all written correspondence between the Company or any of its representatives, on the one hand, and the Commission or the staff of the Commission, on the other hand, with respect to the Preliminary Information Statement or the Definitive Information Statement. The Company shall use commercially reasonable efforts to respond to any and all comments from the Commission or the staff of the Commission and to any request by the Commission or the staff of the Commission for amendments or supplements to the Preliminary Information Statement or the Definitive Information Statement, as promptly as reasonably practicable. Any response to the Commission and any amendments or supplements to the Preliminary Information Statement or the Definitive Information Statement shall be subject to the approval of Hxxxxx’s outside counsel, which approval shall not be unreasonably withheld or delayed. The issuance of the shares of Common Stock exceeding the 19.99% Cap contemplated by the Stockholder Approval may not occur or become effective, as the case may be, prior to the end of the 20 calendar days’ waiting period after the Definitive Information Statement is sent to all holders of Common Stock as of the Company’s voting securities entitled theretorecord date in accordance with Rule 14c-2(b) of the Exchange Act.

Information Statement. As promptly as possiblepracticable after the execution of this Agreement, but Stream, in any event no later than September 14cooperation with the Company, 2022, the Company shall prepare and file with the Commission a preliminary information statement in accordance with SEC an Information Statement relating to the Voting Proposals pursuant to Regulation 14C promulgated under of the Exchange Act relating to (the Shareholder Consent “Information Statement”), which such Information Statement will include all notices and information required by Section 228 of the AmendmentDelaware General Corporation Law. Prior to filing with the Commission, the The Company shall provide Buyer and its counsel a reasonable opportunity to review and comment on the preliminary Information Statement and shall consider in good faith all necessary information for inclusion in the preliminary Information Statement any comments made by Buyer or its counselon a timely basis and shall cooperate in the preparation of the Information Statement. The Company Stream shall use reasonable best efforts to respond as promptly as practicable to any comments of the Commission with respect SEC and shall use its commercially reasonable efforts to have the preliminary Information Statement cleared for mailing as promptly as practicable after such filings and to Stream shall cause the Information Statement in definitive form to be mailed to its stockholders at the holders of the Company’s voting securities entitled to receive the same as promptly as reasonably earliest practicable time after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission if by such date the Commission has not informed the Company that it intends to review the Information Statement or (ii) if the Commission has, is cleared for mailing by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the Commission, informed the Company that it intends to review the Information Statement, within one (1) Business Day after the date on which the Commission confirms that it has no further comments on the Information StatementSEC. The Company Stream shall notify the Buyer Company promptly of (and in any event no more than one (1) Business Day after) upon the receipt of any comments from the Commission SEC or its staff or any other government officials and of any request by the Commission SEC or its staff or any other government officials for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, the Company shall mail to the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to the Information Statement Statement, or for additional information and shall accept for inclusion in supply the other with copies of all correspondence between such party or any amendments or supplements any reasonable comments made by of its representatives, on the Buyer one hand, and the SEC or its counsel that are provided in a timely manner. If at any time prior staff, on the other hand, with respect to the Specified Date Information Statement. Whenever any event shall occur, or fact or information shall be discovered, that should occurs which is required to be set forth in an amendment or supplement to the Information Statement so that Statement, Stream or the Company, as the case may be, shall promptly inform the other of such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, occurrence and cooperate in light of the circumstances under which they are made, not misleading, the Company shall prepare and file filing with the Commission SEC or its staff, and/or mailing to stockholders of Stream, such amendment or supplement. The Company shall, as soon as practicable, furnish to Stream such information relative to the Company and its Affiliates, including consolidated financial statements, as is required to be included in consultation the Information Statement pursuant to the rules and regulations of the SEC. In connection with and subject to review by the Buyer foregoing, Stream shall give the Company and its counsel as promptly as practicable and, the opportunity to review and comment on the Information Statement prior to it being filed with the SEC and shall give the Company and its counsel the opportunity to review and comment on all amendments or supplements to the extent required by lawInformation Statement, cause such amendment and all responses to requests for additional information and replies to comments from the SEC prior to their being filed with, or supplement to be disseminated to sent to, the holders of the Company’s voting securities entitled theretoSEC.

Information Statement. As promptly soon as possible, but in any event no later than September 14, 2022practicable after the execution of this Agreement, the Company shall file prepare, with the Commission a preliminary cooperation of Parent, an information statement relating to this Agreement and the transactions contemplated hereby (the "Information Statement"). The form of Information Statement delivered to Parent by the Company pursuant to the previous statement shall be true, correct and complete in accordance with Regulation 14C promulgated under all material respects. Each of the Exchange Act relating to the Shareholder Consent Company and the Amendment. Prior to filing with the Commission, the Company shall provide Buyer and its counsel a reasonable opportunity to review and comment on the preliminary Information Statement and shall consider in good faith for inclusion in the preliminary Information Statement any comments made by Buyer or its counsel. The Company Parent shall use its reasonable best efforts to respond as promptly as practicable to any comments of the Commission with respect to the preliminary Information Statement and to cause the Information Statement in definitive form to be mailed comply with all requirements of applicable federal and state securities laws. Each of the Company and Parent shall provide promptly to the holders other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the Company’s voting securities entitled to receive the same as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission if by such date the Commission has not informed the Company that it intends to review the Information Statement providing party or (ii) if the Commission hasits counsel, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the Commission, informed the Company that it intends to review may be required or appropriate for inclusion in the Information Statement, within one (1) Business Day after or in any amendments or supplements thereto, and to cause its counsel to cooperate with the date on which other's counsel in the Commission confirms that it has no further comments on preparation of the Information Statement. The Company shall notify the Buyer promptly of (and in any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or shall constitute a disclosure document for the definitive Information Statement, offer and if required, issuance of the Company shall mail shares of Parent Common Stock to be received by the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the Commission, Company Common Stock and/or the Company shall provide Stock Options in the Buyer and its counsel Merger and, either an Information/Proxy Statement or a reasonable opportunity to review and comment on any such amendments or supplements to consent solicitation for solicitation of the Information Statement and shall accept for inclusion in any amendments or supplements any reasonable comments made Company Stockholder Approval of the Merger, whichever is requested by the Buyer or its counsel that are provided in a timely mannerParent. If at any time prior to the Specified Date Whenever any event shall occur, or fact or information shall be discovered, occurs that should is required to be set forth in an amendment or supplement to the Information Statement so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleadingStatement, the Company and Parent shall prepare and file with the Commission such amendment or supplement, cooperate in consultation with and subject to review by the Buyer and its counsel as promptly as practicable and, to the extent required by law, cause delivering any such amendment or supplement to be disseminated to all the holders of the Company’s voting securities entitled theretoCompany Common Stock and/or the Company Stock Options and/or filing any such amendment or supplement with the appropriate government officials. The Information Statement shall include the unqualified recommendation of the Board of Directors of the Company in favor of the adoption of this Agreement and approval of the Merger and the determination of the Board of Directors of the Company that the terms and conditions of the Merger and this Agreement are advisable and are fair to and in the best interests of the Company and its stockholders (the "COMPANY RECOMMENDATIONS"). Anything to the contrary contained herein notwithstanding, the Company shall not include in the Information Statement any information with respect to Parent or its affiliates, the form and content of which information shall not have been approved by Parent prior to such inclusion.

Information Statement. As promptly as possible, but in any event no later than September 14, 2022practicable after the execution of this Agreement, the Company shall file prepare, in compliance with applicable Law and the Commission a preliminary Company Certificate of Incorporation and By-laws, an information statement in accordance with Regulation 14C promulgated under of the Exchange Act relating to the Shareholder Consent consent solicitation of the Company Stockholders to be conducted in connection with the Merger which shall contain appropriate disclosure regarding Parent and the Amendment. Prior to filing Parent Series C Stock (together with the Commissionany amendments thereof or supplements thereto, the Company “Information Statement”). Parent shall provide Buyer furnish all information concerning it and its counsel a reasonable opportunity to review and comment on the preliminary Information Statement and shall consider in good faith for inclusion in the preliminary Information Statement any comments made by Buyer or its counsel. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the Commission with respect to the preliminary Information Statement and to cause the Information Statement in definitive form to be mailed to the holders of the Company’s voting securities entitled to receive the same its capital stock as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission if by such date the Commission has not informed the Company that it intends to review may reasonably request in connection with such actions and the Information Statement or (ii) if the Commission has, by the tenth (10th) calendar day after the filing preparation of the initial preliminary Information Statement with the Commission, informed the Company that it intends to review the Information Statement, within one (1) Business Day after the date on which the Commission confirms that it has no further comments on the Information Statement. The Company shall notify mail the Buyer promptly of Information Statement to its Company Stockholders as soon as practicable, but in no event later than three (and in any event no more than one (13) Business Day after) Days, following the receipt execution of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary this Agreement. The Information Statement or shall include the definitive Information Statement, and if required, the Company shall mail to the holders unanimous recommendation of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such board of directors that adoption of the Merger Agreement by the Company Stockholders is advisable and that the Company’s board of directors has unanimously determined that the Merger is fair and in the best interests of the Company Stockholders. No amendment or supplement. Prior to filing with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements supplement to the Information Statement and shall accept for inclusion in any amendments or supplements any reasonable comments will be made by the Buyer Company without the approval of Parent (which approval shall not be unreasonably withheld, conditioned or its counsel that are provided in a timely mannerdelayed). If at any time prior to the Specified Date First Effective Time, any event shall occuror circumstance relating to Parent or any Subsidiary of Parent, or fact their respective officers or information shall directors, should be discovered, that discovered by Parent which should be set forth in an amendment or a supplement to the Information Statement, Parent shall promptly inform the Company. If at any time prior to the First Effective Time, any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Information Statement, the Company shall promptly inform Parent. The Information Statement so that and any amendments or supplements thereto, when distributed or otherwise disseminated to the Company Stockholders, will comply as to form with the applicable requirements of all Laws. The Information Statement, as supplemented or amended, if applicable, at the time such document would Information Statement or any amendment or supplement thereto is first mailed to Company Stockholders, will not include contain any misstatement untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading, the Company shall prepare and file with the Commission such amendment or supplement, in consultation with and subject to review by the Buyer and its counsel as promptly as practicable and, to the extent required by law, cause such amendment or supplement to be disseminated to the holders of the Company’s voting securities entitled thereto.

Information Statement. As promptly Subject to the terms and conditions of this Agreement, as possible, but in any event no later than September 14, 2022soon as reasonably practicable following the date hereof, the Company Seller shall prepare in consultation with the Buyer, and the Seller shall file with the Commission SEC, an information statement that will be provided to the holders of Seller Common Stock, and any schedules required to be filed with the SEC in connection therewith (collectively, as amended or supplemented, the “Information Statement”). The Seller shall use its commercially reasonable efforts to cause the foregoing to be filed with the SEC, on a preliminary basis, not later than the twenty first (21st) day subsequent to the date hereof, but in no event shall the foregoing be filed more than thirty (30) days subsequent to the date hereof; provided, however, that, if on such thirtieth (30th) day, the Seller is ready to file such information statement in accordance with Regulation 14C promulgated under subject only to the Buyer’s approval, such thirty (30) day time period shall be extended until receipt of the Exchange Act relating to the Shareholder Consent Buyer’s approval. The Seller and the Amendment. Prior to Buyer, as the case may be, shall promptly furnish all information concerning the Seller on the one hand, or the Buyer on the other hand, that may be required by applicable securities Laws or reasonably requested by the other Party hereto in connection with the preparation and filing with the CommissionSEC of the Information Statement. Subject to the terms and conditions of this Agreement and all applicable Laws, the Company shall provide Buyer and its counsel a reasonable opportunity to review and comment on the preliminary Information Statement and shall consider in good faith for inclusion in the preliminary Information Statement any comments made by Buyer or its counsel. The Company Seller shall use commercially reasonable best efforts to respond as promptly as practicable to any comments of the Commission with respect to the preliminary Information Statement and to cause the Information Statement in definitive form to be mailed disseminated to the holders of the Company’s voting securities entitled to receive the same Seller Common Stock as promptly as reasonably practicable after (i) following the tenth (10th) calendar day after clearance thereof by the initial filing SEC or the expiration of the preliminary review period therefor if there is or has been no review by the SEC. The Information Statement with must be mailed to holders of the Commission if by such date Seller Common Stock at least twenty (20) days before the Commission has not informed the Company that it intends to review Closing. The Seller shall cause the Information Statement or (ii) if to, when filed with the Commission hasSEC, by comply in all material respects with the tenth (10th) calendar day after the filing applicable requirements of the initial preliminary Information Statement with the Commission, informed the Company that it intends to review the Information Statement, within one (1) Business Day after the date on which the Commission confirms that it has no further comments on the Information Statement. The Company shall notify the Buyer promptly of (Securities Exchange Act and in any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, the Company shall mail to the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to the Information Statement and shall accept for inclusion in any amendments or supplements any reasonable comments made by the Buyer or its counsel that are provided in a timely mannerall other Laws. If at any time prior to the Specified Date Closing, any event shall occurinformation relating to the Seller or the Buyer, or fact any of their respective directors, officers or information shall affiliates, should be discovered, that discovered by the Seller or the Buyer which should be set forth in an amendment or supplement to the Information Statement so that such document the Information Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are were made, not misleading, the Company Party which discovers such information shall prepare promptly notify the other Party hereto, and file an appropriate amendment or supplement to the Information Statement describing such information shall be promptly prepared and filed with the Commission such amendment or supplement, in consultation with and subject to review by the Buyer and its counsel as promptly as practicable SEC and, to the extent required by lawapplicable Law, cause such amendment or supplement to be disseminated to the holders of Seller Common Stock. The Seller shall provide the Company’s voting securities entitled Buyer and its counsel a reasonable opportunity to review, comment and approve (which such approval shall not be unreasonably withheld or delayed) the Information Statement and any amendments or supplements thereto, prior to the filing thereof with the SEC. The Seller shall promptly advise the Buyer of any oral comments received from the SEC or its staff with respect to the Information Statement and shall provide to the Buyer and its counsel any and all written comments that the Seller or its counsel may receive from the SEC or its staff with respect to the Information Statement promptly after receipt thereof. The Seller shall use its reasonable best efforts, after consultation with the Buyer, to respond to and resolve all SEC comments with respect to the Information Statement promptly after receipt thereof.

Information Statement. As promptly soon as possible, but in any event no later than September 14, 2022reasonably practicable following the date of this Agreement, the Company shall shall, with the assistance of Parent, prepare and file with the Commission a preliminary SEC an information statement in accordance with Regulation 14C of the type contemplated by Rule 14c-2 promulgated under of the Exchange Act related to the Merger and this Agreement (such information statement, including any amendment or supplement thereto, the “Information Statement”). Parent, Merger Sub and the Company will cooperate with each other in the preparation of the Information Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish to the Company the information relating to it required by the Shareholder Consent Exchange Act and the Amendmentrules and regulations promulgated thereunder to be set forth in the Information Statement. The Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing. Each of Parent, Merger Sub and the Company agrees to correct any information provided by it for use in the Information Statement which shall have become false or misleading. The Company shall as soon as reasonably practicable notify Parent and Merger Sub of the receipt of any comments from the SEC with respect to Information Statement and any request by the SEC for any amendment to the Information Statement or for additional information and shall provide Parent with copies of all such comments and correspondence. Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with the Commissionrespect thereto, the Company shall provide Buyer and its counsel Parent a reasonable opportunity to review and comment to propose comments on the preliminary Information Statement and shall consider in good faith for inclusion in the preliminary Information Statement any comments made by Buyer such document or its counselresponse. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the Commission with respect to the preliminary Information Statement and to cause Promptly after the Information Statement in definitive form to be mailed to has been cleared by the holders SEC or after 10 calendar days have passed since the date of the Company’s voting securities entitled to receive the same as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission if by such date SEC without notice from the Commission has not informed the Company that it intends to review the Information Statement or (ii) if the Commission has, by the tenth (10th) calendar day after the filing SEC of the initial preliminary Information Statement with the Commission, informed the Company that it intends its intent to review the Information Statement, within one (1) Business Day after the date on which the Commission confirms that it has no further comments on the Information Statement. The Company shall notify the Buyer promptly of (and in any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, the Company shall mail to the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing file with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to SEC the Information Statement in definitive form as contemplated by Rule 14c-2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and shall accept for inclusion in any amendments or supplements any reasonable comments made by the Buyer or its counsel that are provided in mail a timely manner. If at any time prior to the Specified Date any event shall occur, or fact or information shall be discovered, that should be set forth in an amendment or supplement to copy of the Information Statement so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Company shall prepare and file with the Commission such amendment or supplement, in consultation with and subject to review by the Buyer and its counsel as promptly as practicable and, to the extent required by law, cause such amendment or supplement to be disseminated to the holders of the Company’s voting securities entitled theretostockholders.

Information Statement. As promptly as possible, but in any event no No later than September 14, 2022the date that is ten (10) business days after the Closing Date, the Company shall file with the Commission SEC a preliminary information statement in accordance with Regulation on Schedule 14C (the “Information Statement”), prepared by the Company as contemplated by Rule 14c2 promulgated under of the Exchange Act Act, relating to the Shareholder Consent conversion of the Preferred Stock and the Amendmentissuance of Class A Common Stock upon such conversion. Prior to filing with the CommissionSEC, the Company shall provide Buyer each of the Purchasers and its their respective counsel a reasonable opportunity to review and comment on the preliminary Information Statement (including any amendments or supplements thereto) and shall consider in good faith for inclusion in the preliminary Information Statement (including any amendments or supplements thereto) any comments made by Buyer a Purchaser or its counselcounsel that are provided in a timely manner. The Company shall use its reasonable best efforts to respond as promptly as practicable to any comments of the Commission SEC with respect to the preliminary Information Statement and to cause the Information Statement in definitive form to be filed with the SEC and mailed to the holders of shares of the Company’s voting securities Common Stock entitled to receive the same thereto as promptly as reasonably practicable (and in any event within two (2) business days) after (i1) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission SEC if by such date the Commission SEC has not informed the Company that it intends to review the Information Statement or (ii2) if the Commission SEC has, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the CommissionSEC, informed the Company that it intends to review the Information Statement, within one two (12) Business Day business days after the date on which the Commission SEC confirms that it has no further comments on the Information Statement. The Company shall notify the Buyer each Purchaser promptly of (and in any event no more than one (1) Business Day business day after) the receipt of any comments from the Commission SEC or its staff and of any request by the Commission SEC or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and the Company and the Purchasers shall file with the SEC or its staff, and if required, the Company shall mail to the holders of shares of the Company’s voting securities Common Stock entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to the Information Statement and shall accept for inclusion in any amendments or supplements any reasonable comments made by the Buyer or its counsel that are provided in a timely manner. If at any time prior to the Specified Date twentieth (20th) day after the mailing to stockholders of the Company any event shall occur, or fact or information shall be discovered, that should be set forth in an amendment or supplement to the Information Statement so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall as promptly as practicable notify the other parties hereto and the Company shall prepare and file with the Commission SEC such amendment or supplement, in consultation with and subject to reasonable review by each of the Buyer and its counsel Purchasers, as promptly as practicable and, to the extent required by lawLaw, cause such amendment or supplement to be disseminated to the holders of shares of the Company’s voting securities Common Stock entitled thereto. The Company shall cause the preliminary Information Statement and the definitive Information Statement to comply as to form in all material respects with the applicable requirements of federal securities laws and with the published rules and regulations of the SEC with respect thereto.

Information Statement. As promptly as possiblereasonably practicable following the date of this Agreement, but in any event no later than September 14, 2022, the Company Parent shall prepare and file with the Commission a preliminary SEC an information statement in accordance with Regulation 14C of the type contemplated by Rule 14c-2 promulgated under of the Exchange Act relating to the Shareholder Consent transaction contemplated hereby (together with any amendments or supplements thereto, the “Information Statement”). The Company shall furnish all information as may be reasonably requested by Parent relating to it required by the Exchange Act and the Amendment. Prior rules and regulations promulgated thereunder to filing be set forth in the Information Statement in connection with the Commissionpreparation, filing and distribution of the Information Statement. Parent shall use its reasonable best efforts to respond and resolve as promptly as reasonably practicable to all comments of the SEC with respect to the Information Statement. Parent agrees to provide the Company shall provide Buyer and its counsel with copies of any written comments, and shall inform the Company of any oral comments, in each such case, including any request by the SEC for any amendment to the Information Statement or for additional information, that Parent or its counsel may receive from time to time from the SEC or its staff with respect to the Information Statement, in each such case, promptly after receipt of such comments or requests, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such written responses and Parent shall give due consideration in good faith to the additions, deletions or changes suggested thereto by the Company and its counsel. No filing of, or amendment or supplement to, the Information Statement will be made by Parent without providing the Company with a reasonable opportunity to review and comment on the preliminary Information Statement and shall consider in good faith for inclusion in the preliminary Information Statement any comments made by Buyer or its counselthereon. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the Commission with respect to the preliminary Information Statement and to cause Promptly after the Information Statement in definitive form to be mailed to has been cleared by the holders SEC or after 10 calendar days have passed since the date of the Company’s voting securities entitled to receive the same as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission if by such date SEC without notice from the Commission has not informed the Company that it intends to review the Information Statement or (ii) if the Commission has, by the tenth (10th) calendar day after the filing SEC of the initial preliminary Information Statement with the Commission, informed the Company that it intends its intent to review the Information Statement, within one (1) Business Day after the date on which the Commission confirms that it has no further comments on the Information Statement. The Company Parent shall notify the Buyer promptly of (and in any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, the Company shall mail to the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing file with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to SEC the Information Statement in definitive form as contemplated by Rule 14c-2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy of the Information Statement to its shareholders. Each of Parent, Sister Sub, Merger Sub and the Company agrees to correct any information provided by it for use in the Information Statement which shall accept for inclusion in have become false or misleading and Sister Sub, Merger Sub and the Company agree to notify Parent promptly of any amendments information discovered by Sister Sub, Merger Sub or supplements any reasonable comments made by the Buyer Company, as applicable, regarding itself or its counsel that are provided in a timely manner. If at any time prior to the Specified Date any event shall occur, or fact or information shall be discovered, shareholders that should be set forth in an amendment or supplement to the Information Statement Proxy Statement, so that such document the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Company shall prepare and file with the Commission such amendment or supplement, in consultation with and subject to review by the Buyer and its counsel as promptly as practicable and, to the extent required by law, cause such amendment or supplement to be disseminated to the holders of the Company’s voting securities entitled thereto.

Information Statement. As promptly soon as possiblepracticable after the execution of --------------------- this Agreement, but in any event no later than September 14Company shall prepare, 2022with the cooperation of Parent, and furnish to its shareholders an Information Statement for the shareholders of Company to approve and adopt this Agreement, the Merger and the other transactions contemplated by this Agreement. The Information Statement shall constitute a disclosure document for the offer and issuance of the shares of Parent Common Stock to be received by the holders of Company Capital Stock in the Merger and a proxy statement for solicitation of shareholder consent to or approval of this Agreement, the Merger and the other transactions contemplated hereby. Parent and Company shall file with the Commission a preliminary information statement in accordance with Regulation 14C promulgated under of the Exchange Act relating to the Shareholder Consent and the Amendment. Prior to filing with the Commission, the Company shall provide Buyer and each use its counsel a reasonable opportunity to review and comment on the preliminary Information Statement and shall consider in good faith for inclusion in the preliminary Information Statement any comments made by Buyer or its counsel. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the Commission with respect to the preliminary Information Statement and to cause the Information Statement in definitive form to be mailed comply with applicable federal and state securities laws requirements. Each of Parent and Company agrees to provide promptly to the holders other such information concerning it and its respective affiliates, directors, officers and securityholders as, in the reasonable judgment of the Company’s voting securities entitled to receive the same as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission if by such date the Commission has not informed the Company that it intends to review the Information Statement other party or (ii) if the Commission hasits counsel, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the Commission, informed the Company that it intends to review may be required or appropriate for inclusion in the Information Statement, within one (1) Business Day after the date on which the Commission confirms that it has no further comments on the Information Statement. The Company shall notify the Buyer promptly of (and in any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, the Company shall mail to the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to the Information Statement and shall accept for inclusion in any amendments or supplements any reasonable comments made by the Buyer or thereto, and to cause its counsel that are provided and auditors to cooperate with the other's counsel and auditors in a timely mannerthe preparation of the Information Statement. If Company will promptly advise Parent, and Parent will promptly advise Company, in writing if at any time prior to the Specified Date Effective Time either Company or Parent shall obtain knowledge of any event shall occur, facts that might make it necessary or fact or information shall be discovered, that should be set forth in an amendment appropriate to amend or supplement to the Information Statement so that such document would not include any misstatement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light contained or incorporated by reference therein not misleading or to comply with applicable law. The Information Statement shall contain the recommendation of the circumstances under which they are made, not misleadingBoard of Directors of Company that the Company shareholders approve and adopt this Agreement, the Merger and the other transactions contemplated by this Agreement, and the conclusion of the Board of Directors that the terms and conditions of the Merger are fair and reasonable and in the best interests of Company and its shareholders. Anything to the contrary contained herein notwithstanding, Company shall prepare not include in the Information Statement any information with respect to Parent or its affiliates or associates, the form and file with the Commission content of which information shall not have been expressly approved by Parent prior to such amendment or supplement, in consultation with and subject to review by the Buyer and its counsel as promptly as practicable and, to the extent required by law, cause such amendment or supplement to be disseminated to the holders of the Company’s voting securities entitled theretoinclusion.

Information Statement. As promptly as possiblePromptly following the execution of this Agreement, but Target shall prepare or cause to be prepared, at Target's sole cost and expense, an information statement or similar disclosure document for distribution to its security holders in any event no later than September 14, 2022, the Company shall file connection with the Commission a preliminary information consideration of the transactions contemplated by this Agreement, which statement in accordance with or document shall provide sufficient disclosure to meet the disclosure requirements of Rules 502 and 506 of Regulation 14C D promulgated under of the Exchange Securities Act relating as may be applicable to the Shareholder Consent security holders of Target and the Amendmentother applicable federal and state laws. Prior to filing with the Commission, the Company Purchaser shall provide Buyer and its counsel a reasonable opportunity be given sufficient time to review such disclosure document and comment on to approve same in its sole and absolute discretion prior to the preliminary Information Statement and shall consider in good faith for inclusion in the preliminary Information Statement any comments made by Buyer or its counseldistribution thereof to Target's security holders. The Company Target shall use reasonable its best efforts to respond as send out such disclosure statement promptly as practicable following approval thereof by Purchaser. Target covenants, represents and warrants to any comments Purchaser that none of the Commission with respect to information in such disclosure document will, at the preliminary Information Statement and to cause the Information Statement in definitive form to be date that it is first mailed to the security holders of Target or at the Company’s voting securities entitled to receive the same as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing time of the preliminary Information Statement with the Commission if by such date the Commission has not informed the Company that it intends to review the Information Statement or (ii) if the Commission has, by the tenth (10th) calendar day after the filing approval of the initial preliminary Information Statement with the CommissionMerger by Target's security holders, informed the Company that it intends to review the Information Statement, within one (1) Business Day after the date on which the Commission confirms that it has no further comments on the Information Statement. The Company shall notify the Buyer promptly of (and in contain any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, the Company shall mail to the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to the Information Statement and shall accept for inclusion in any amendments or supplements any reasonable comments made by the Buyer or its counsel that are provided in a timely manner. If at any time prior to the Specified Date any event shall occur, or fact or information shall be discovered, that should be set forth in an amendment or supplement to the Information Statement so that such document would not include any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. Target shall indemnify and hold harmless Purchaser and each of its existing officers and directors and its principal shareholders harmless from any claim, liability or expense (including reasonable attorneys fees) incurred by any of them by virtue of an alleged breach or breach of the Company covenant contained in the immediately preceding sentence. This indemnification shall prepare and file with the Commission such amendment or supplement, in consultation with and survive for an indefinite duration (subject to review by applicable statute of limitations) following the Buyer and its counsel termination of this Agreement or the consummation of the transaction contemplated hereby. Target has engaged Xxx, Xxxx to serve as promptly as practicable and, to the extent required by law, cause such amendment or supplement to be disseminated to purchaser representative for the security holders of Target who are not "accredited investors" (as defined in Rule 501(a) of said Regulation D), which purchaser representative meets all of the Company’s voting securities entitled thereto.conditions therefor set forth in Rule 501(h) of said Regulation D.

Information Statement. As promptly as possible, but in any event no later than September 14, 2022, the The Company shall file with the Commission use its commercially reasonable efforts to obtain a preliminary information statement in accordance with Regulation 14C promulgated under of the Exchange Act relating duly executed counterpart to the Shareholder Consent from each Shareholder that holds Capital Stock as expeditiously as possible after the execution and delivery of the Amendment. Prior to filing with the CommissionAgreement, and the Company shall provide Buyer and its counsel a reasonable opportunity promptly deliver such executed documents to review and comment on the preliminary Information Statement and shall consider in good faith for inclusion in the preliminary Information Statement any comments made by Buyer or its counselParent. The Company materials submitted to such holders in connection with soliciting the Shareholder Consent shall use reasonable best efforts to respond as promptly as practicable to any comments include the unanimous recommendation of the Commission with respect to the preliminary Information Statement and to cause the Information Statement Company Board of Directors that such holders vote their shares of Capital Stock in definitive form to be mailed to the holders favor of the Company’s voting securities entitled to receive adoption of this Agreement, the same as Merger and the transactions contemplated hereby. As promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission if by such date the Commission has not informed the Company that it intends to review the Information Statement or (ii) if the Commission has, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the CommissionCertificate of Merger, informed the Company that it intends to review the Information Statement, within one but in no event later than ten (110) Business Day calendar days after the date on which thereof, the Commission confirms that it has no further comments on Shareholders’ Representative shall, or shall cause the Paying Agent to, mail or distribute to all holders of shares of Capital Stock not party to the Shareholder Consent a notice and information statement (an “Information Statement. The Company ”) which shall notify the Buyer promptly of include (and in any event no more than one (1) Business Day aftera) the receipt notification required by Section 228(e) of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements DGCL with respect to the preliminary Information Statement Shareholder Consent, (b) a statement in accordance with Section 262 regarding any appraisal rights of the Shareholders, (c) a request that such holder of shares of Capital Stock execute and deliver to Parent and the Surviving Corporation the Shareholder Consent or the definitive Information Statementother waiver of appraisal rights under Section 262, and if required, (d) such other documents and information about the transactions contemplated hereby as may be required under the DGCL and other applicable Law and as may otherwise be necessary to discharge the duties of the members of the Company shall mail Board of Directors to the holders of Shares, together with a copy of this Agreement. Within a reasonable period of time prior to the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior distribution of the Information Statement to filing with the Commissionholders of shares of Capital Stock not party to the Shareholder Consent, the Company or the Shareholders’ Representative shall provide the Buyer and its counsel deliver or cause to be delivered to Parent a reasonable opportunity to review and comment on any such amendments or supplements to draft of the Information Statement for Parent’s review and comment, and the Company and the Shareholders’ Representative, as applicable, shall accept for inclusion in any amendments or supplements good faith consider and incorporate any reasonable comments made by Parent to such draft Information Statement in the Buyer or its counsel final Information Statement provided, however, that are provided Parent shall in a timely mannerno way be responsible for any of the content of the Information Statement except for information supplied in writing by Parent expressly for inclusion therein. If at any time prior Notwithstanding anything to the Specified Date any event shall occurcontrary, or fact or information shall be discovered, that should be time is of the essence with regards to all dates and time periods set forth in an amendment or supplement to the Information Statement so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Company shall prepare and file with the Commission such amendment or supplement, in consultation with and subject to review by the Buyer and its counsel as promptly as practicable and, to the extent required by law, cause such amendment or supplement to be disseminated to the holders of the Company’s voting securities entitled theretothis Section 6.6.

Information Statement. As promptly soon as possiblepracticable after the execution of this Agreement and, but in any event no later than September 14event, 2022within ten (10) Business Days after such date, the Company shall file prepare, with the Commission a preliminary information statement in accordance with Regulation 14C promulgated under cooperation of Parent, the Exchange Act relating Information Statement and form of proxy for the Company Shareholders to the Shareholder Consent approve this Agreement and the AmendmentMerger. Prior to filing with the Commission, Parent and the Company shall provide Buyer and each use its counsel a commercially reasonable opportunity to review and comment on the preliminary Information Statement and shall consider in good faith for inclusion in the preliminary Information Statement any comments made by Buyer or its counsel. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the Commission with respect to the preliminary Information Statement and to cause the Information Statement to comply in definitive form all material respects with applicable federal and state securities laws requirements. Each of Parent and the Company agrees to be mailed provide promptly to the holders other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the Company’s voting securities entitled to receive the same as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission if by such date the Commission has not informed the Company that it intends to review the Information Statement providing Party or (ii) if the Commission hasits counsel, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the Commission, informed the Company that it intends to review may be required or appropriate for inclusion in the Information Statement, within one (1) Business Day after or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the date on which other's counsel and auditors in the Commission confirms that it has no further comments on preparation of the Information Statement. The Company shall notify the Buyer will promptly of (advise Parent and in any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, Parent will promptly advise the Company shall mail to the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to the Information Statement and shall accept for inclusion in any amendments or supplements any reasonable comments made by the Buyer or its counsel that are provided in a timely manner. If writing if at any time prior to the Specified Date Effective Time either the Company or Parent shall obtain knowledge of any event shall occur, facts that might make it necessary or fact or information shall be discovered, that should be set forth in an amendment appropriate to amend or supplement to the Information Statement so that such document would not include any misstatement of a material fact or omit to state any material fact necessary in order to make the statements thereincontained or incorporated by reference therein not misleading or for compliance with applicable law. The Company makes no representation, warranty or covenant with respect to any information supplied by Parent or Merger Sub that is contained in light any of the circumstances under which they foregoing documents. The Information Statement shall contain the unanimous recommendation of the Company Board that the Shareholders approve this Agreement and the Merger and the conclusion of the Company Board that the terms and conditions of the Merger are made, not misleadingfair and reasonable to the Company Shareholders. Anything to the contrary contained herein notwithstanding, the Company shall prepare not include in the Information Statement any information with respect to Parent or its affiliates or associates, the form and file with the Commission content of which information shall not have been approved in writing by Parent prior to such amendment or supplement, in consultation with and subject to review by the Buyer and its counsel as promptly as practicable and, to the extent required by law, cause such amendment or supplement to be disseminated to the holders of the Company’s voting securities entitled theretoinclusion.

Information Statement. As promptly as possiblereasonably practicable after the date hereof, but in any no event no later more than September 14, 2022seven Business Days after the date hereof, the Company shall prepare and file with the Commission a preliminary information statement in accordance with Regulation 14C promulgated under of the Exchange Act Preliminary Information Statement, relating to the Shareholder Consent Stockholder Approval, which shall include that stockholders of the Company have voted in favor of the adoption and approval of all shares of Common Stock exceeding the 19.99% Cap subject to Stockholder Approval, the transactions contemplated herein, the issuance of the Second Tranche Warrants and the Amendment. Prior to filing with the Commission, the Company shall provide Buyer and its counsel a reasonable opportunity to review and comment on the preliminary Information Statement and shall consider in good faith for inclusion in the preliminary Information Statement any comments made by Buyer or its counselunderlying Second Tranche Warrant Shares. The Company shall use commercially reasonable best efforts to respond as promptly as practicable to any comments of the Commission with respect to the preliminary Information Statement and to cause the Definitive Information Statement in definitive form to be filed with the Commission and mailed to the holders of the Company’s voting securities entitled to receive the same Company stockholders as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission if by such date the Commission has not informed the Company that it intends to review the Information Statement or (ii) if the Commission has, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the Commission, informed the Company that it intends to review the Information Statement, within one (1) Business Day after the date on which the Commission confirms that it has no further comments on the Information Statement. The Company shall notify the Buyer promptly of (and in any event no more than one (1) Business Day after) the receipt of a no review decision or any comments from the Commission or its staff and of any request by the Commission on the Preliminary Information Statement. No filing of, or its staff for any amendments amendment or supplements to supplement to, the preliminary Preliminary Information Statement or the definitive Definitive Information Statement, and if required, Statement will be made by the Company shall mail to without providing the holders of the CompanyHolder’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the Commission, the Company shall provide the Buyer and its outside counsel a reasonable opportunity at least two Business Days to review and comment on reasonably and in good faith thereon. If any such amendments or supplements information relating to the Information Statement and shall accept for inclusion in Company, or any amendments of its Affiliates, directors or supplements any reasonable comments made officers, should be discovered by the Buyer or its counsel Company that are provided in a timely manner. If at any time prior is required to the Specified Date any event shall occur, or fact or information shall be discovered, that should be set forth in an amendment or supplement to the Definitive Information Statement Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, the Company shall prepare promptly notify the Holder’s outside counsel and file an appropriate amendment or supplement describing such information shall be promptly filed with the Commission such amendment or supplement, in consultation with and subject to review by the Buyer and its counsel as promptly as practicable and, to the extent required by lawapplicable Law, cause such amendment or supplement to be disseminated to the Company’s stockholders. The Company shall promptly notify the Holder’s outside counsel of the receipt of any and all comments from the Commission or the staff of the Commission and of any request by the Commission or the staff of the Commission for amendments or supplements to the Preliminary Information Statement or the Definitive Information Statement for additional information and shall supply the Holder’s outside counsel with copies of all written correspondence between the Company or any of its representatives, on the one hand, and the Commission or the staff of the Commission, on the other hand, with respect to the Preliminary Information Statement or the Definitive Information Statement. The Company shall use commercially reasonable efforts to respond to any and all comments from the Commission or the staff of the Commission and to any request by the Commission or the staff of the Commission for amendments or supplements to the Preliminary Information Statement or the Definitive Information Statement, as promptly as reasonably practicable. Any response to the Commission and any amendments or supplements to the Preliminary Information Statement or the Definitive Information Statement shall be subject to the approval of Xxxxxx’s outside counsel, which approval shall not be unreasonably withheld or delayed. The issuance of the shares of Common Stock exceeding the 19.99% Cap contemplated by the Stockholder Approval may not occur or become effective, as the case may be, prior to the end of the 20 calendar days’ waiting period after the Definitive Information Statement is sent to all holders of Common Stock as of the Company’s voting securities entitled theretorecord date in accordance with Rule 14c-2(b) of the Exchange Act.

Information Statement. As promptly soon as possiblepracticable, but in any event and no later than September 14, 2022five days following the execution and delivery of this Agreement by the parties hereto, the Company shall prepare and file with the Commission a SEC, in preliminary form, an information statement in accordance with Regulation 14C of the type contemplated by Rule 14c-2 promulgated under of the Exchange Act relating related to the Shareholder Consent this Agreement and the Amendment. Prior to filing with issuance of the CommissionShares pursuant hereto (such information statement, including any amendment or supplement thereto, the Company shall provide Buyer and its counsel a reasonable opportunity to review and comment on the preliminary “Information Statement and shall consider in good faith for inclusion in the preliminary Information Statement any comments made by Buyer or its counselStatement”). The Company shall use reasonable best efforts to respond as promptly as practicable to any comments and each Purchaser will cooperate with each other in the preparation of the Commission with respect to the preliminary Information Statement and to cause the Information Statement in definitive form to be mailed to the holders of the Company’s voting securities entitled to receive the same as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission if by such date the Commission has not informed the Company that it intends to review the Information Statement or (ii) if the Commission has, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the Commission, informed the Company that it intends to review the Information Statement. Without limiting the generality of the foregoing, within one (1) Business Day after each Purchaser will furnish to the date on which Company the Commission confirms that information relating to it has no further comments on required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Information Statement. The Company shall notify the Buyer promptly of (and in any event no more than one (1) Business Day after) the receipt of any use all commercially reasonable efforts to resolve all SEC comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements with respect to the preliminary Information Statement or the definitive Information Statement, and if required, the Company shall mail to the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior practicable after receipt thereof and to filing with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to have the Information Statement and shall accept for inclusion in any amendments or supplements any reasonable comments made cleared by the Buyer or its counsel that are provided in a timely mannerStaff of the SEC as promptly as reasonably practicable after such filing. If at any time prior any information relating to the Specified Date Company or any event shall occurPurchaser, or fact any of their respective Affiliates, should be discovered by the Company or information shall be discovered, such Purchaser that should be set forth in an amendment or supplement to the Information Statement so that such document would the Information Statement shall not include contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the Company party that discovers such information shall prepare promptly notify the other parties, and file an appropriate amendment or supplement describing such information shall be promptly filed with the Commission such amendment or supplement, in consultation with and subject to review by the Buyer and its counsel as promptly as practicable SEC and, to the extent required by lawLaw, cause such amendment or supplement to be disseminated to the holders stockholders of the Company’s voting securities Company entitled theretoto notice thereof. Promptly after the Information Statement has been cleared by the SEC, in accordance with Rule 14c-2 promulgated under the Exchange Act and Section 228(e) of the DGCL, the Company shall promptly file the Information Statement with the SEC in definitive form, substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy of the Information Statement to its stockholders that are entitled to notice thereof.

Information Statement. As promptly as possible, but Promptly (and in any event no later than September 14, 2022within ten (10) Business Days) following the Approval Time, the Company shall prepare and file with the Commission a preliminary information statement SEC the Information Statement in accordance with Regulation 14C promulgated under of the Exchange Act relating related to the Shareholder Consent Merger and this Agreement to be sent to the Amendmentstockholders of the Company. Prior to filing Parent and Merger Sub will cooperate with the Commission, Company in the preparation of the Information Statement. The Company shall provide Buyer (i) give Parent and its counsel a reasonable the opportunity to review and comment on the preliminary Information Statement, and any amendment or supplement thereto, and all responses to requests for additional information by, and replies to comments of, the SEC (including by promptly notifying Parent of the receipt of any comments or correspondence from the SEC with respect to the Information Statement and any requests by the SEC for any amendment or supplement to the Information Statement or for additional information) and shall consider give Parent the opportunity to participate in any discussions or meetings with the SEC, (ii) take into good faith for inclusion consideration all comments reasonably proposed by Parent and (iii) not file such documents referred to in clause (i) of this sentence with the SEC prior to receiving the approval of Parent, not to be unreasonably withheld, conditioned or delayed; provided, that with respect to documents filed by the Company which are incorporated by reference in the preliminary Information Statement any comments made by Buyer Statement, this right of approval shall apply only with respect to information relating to the Merger or the Transactions contemplated hereby or to Parent or its counselbusiness, financial condition or results of operations. The Company Each party shall use reasonable best efforts efforts, after consultation with the other parties, to respond promptly to all comments of and requests by the SEC with respect to the Information Statement. Each party will advise the other parties, promptly after it receives notice thereof, of any request by the SEC for amendment of the Information Statement. The Company will cause the Information Statement to be mailed as promptly as practicable to any comments of the Commission with respect to the preliminary Information Statement and to cause after the Information Statement in definitive form to be mailed to has been cleared by the holders of the Company’s voting securities entitled to receive the same as promptly as reasonably practicable SEC or after ten (i) the tenth (10th10) calendar day after days have passed since the initial date of filing of the preliminary Information Statement with the Commission if by such date SEC without notice form the Commission has not informed the Company that it intends to review the Information Statement or (ii) if the Commission has, by the tenth (10th) calendar day after the filing SEC of the initial preliminary Information Statement with the Commission, informed the Company that it intends its intent to review the Information Statement; provided, within one (1) Business Day after however, that the date on which Company shall have no obligation to mail the Commission confirms that it has no further comments on definitive Information Statement until the Approval Time. Each party shall furnish all information concerning itself and its Affiliates as the Company may reasonably request and/or as required by the rules and regulations promulgated by the SEC under the Exchange Act in connection with the preparation, filing and distribution of the Information Statement. The Company shall notify the Buyer promptly of (and in any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, the Company shall mail to the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to the Information Statement and shall accept for inclusion in any amendments or supplements any reasonable comments made by the Buyer or its counsel that are provided in a timely manner. If at any time prior to the Specified Date Effective Time, any event shall occurparty discovers any information relating to the Company, Parent or fact or information shall be discovered, any of their respective Affiliates that should be set forth in an amendment or supplement to the Information Statement Statement, so that such document would the Information Statement shall not include contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are were made, not misleading, the Company party that discovers such information shall prepare promptly notify the other parties and file an appropriate amendment or supplement describing such information shall be filed with the Commission such amendment or supplement, in consultation with and subject to review SEC by the Buyer Company, and its counsel as promptly as practicable and, to the extent required by lawapplicable Law, cause such amendment or supplement to be disseminated to the holders Company stockholders. Each of the Company’s voting securities entitled theretoCompany and Parent shall use its reasonable best efforts to ensure that the Information Statement complies as to form in all material respects with the rules and regulations promulgated by the SEC under the Exchange Act.

Information Statement. As promptly as possible, but in any event no later than September 14, 2022Following the date of this Agreement, the Company shall file with the Commission a preliminary prepare an information or disclosure statement in accordance with Regulation 14C promulgated under of the Exchange Act and related materials relating to the Shareholder Consent stockholders meeting (or the requested written consent in lieu of a meeting) and the Amendment. Prior transactions contemplated hereby relating to filing with the Commission, Merger and this Agreement (the Company shall provide Buyer "Information Statement") and its counsel a reasonable opportunity furnish the information required to review be provided to the Stockholders pursuant to the DGCL and comment on the preliminary Information Statement and shall consider in good faith for inclusion in the preliminary Information Statement any comments made by Buyer or its counselother applicable law. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the Commission with respect to the preliminary cause such Information Statement and to cause the Information Statement in definitive form to be mailed to the holders Stockholders return receipt requested in accordance with the DGCL and the certificate of incorporation and by-laws in connection with the Stockholders meeting (or the requested written consent in lieu of a meeting). Parent shall promptly provide such information as the Company may reasonably request regarding Parent and such other matters regarding Parent as the Company shall deem reasonably necessary to include in the materials to be provided to the Stockholders. The materials submitted to the Stockholders shall include, without limitation, information regarding the Company and Parent, the terms and timing of the Company’s voting securities entitled to receive Merger, this Agreement and the same as promptly as reasonably practicable after unanimous recommendation of the Board of Directors of the Company in favor of the Merger and this Agreement. The information supplied by the Company and Parent for inclusion in the Information Statement shall not, at (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission if by such date the Commission has not informed the Company that it intends to review time the Information Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders and (ii) if the Commission has, by the tenth (10th) calendar day after the filing time of the initial preliminary Information Statement with stockholders' meeting (as described in Section 7.6), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the Commission, informed the Company that it intends to review the Information Statement, within one (1) Business Day after the date on which the Commission confirms that it has no further comments on the Information Statement. The Company shall notify the Buyer promptly of (and in any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, the Company shall mail to the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to the Information Statement and shall accept for inclusion in any amendments or supplements any reasonable comments made by the Buyer or its counsel that are provided in a timely mannerstatements therein not misleading. If at any time prior to the Specified Date Effective Time any event shall occurinformation relating to the Company or any its respective directors, officers or fact or information shall Affiliates should be discovered, discovered by the Company that should be set forth in an amendment or supplement to the Information Statement so that such document the Information Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are were made, not misleading, the Company shall prepare promptly notify Parent and file with the Commission such an appropriate amendment or supplement, in consultation with and subject to review by the Buyer and its counsel as promptly as practicable andsupplement describing such information shall be promptly, to the extent required by law, cause such disseminated to the Stockholders. If at any time prior to the Effective Time any information relating to Parent or any of its directors officers or Affiliates should be discovered by Parent that should be set forth in an amendment or supplement to the Information Statement so that the Information Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, Parent shall promptly notify the Company and an appropriate amendment or supplement describing such information shall be promptly, to the extent required by law, disseminated to the holders Stockholders. The Company shall use all reasonable efforts to solicit from its Stockholders votes or consents in favor of the Company’s voting securities entitled theretoapproval and adoption of this Agreement and the Merger and to secure the vote or consent of stockholders required by the DGCL and its certificate of incorporation and by-laws to approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, the Company shall not be required to take any of the actions provided for under this Section 7.7 if the Company Board of Directors determines in good faith, based upon advice of legal counsel, that withdrawing, modifying, changing or declining to make its recommendation and declaration regarding this Agreement or the Merger or recommending and declaring advisable any other offer or proposal would be necessary to comply with its fiduciary duties under applicable law (which declinations, withdrawal, modification or change shall not constitute a breach by the Company of this Agreement).

Information Statement. (a) As promptly as possible, reasonably practicable following the execution of this Agreement and after the delivery of the Acquiror Stockholder Consent (but in any event no within the later than September 14of (i) 45 days after the date of delivery of the Acquiror Stockholder Consent or (ii) 10 Business Days after the delivery of the Carve Out Financial Statements), 2022, the Company Acquiror shall prepare and file or caused to be promptly filed with the Commission a SEC in preliminary form an information statement in accordance with Regulation 14C promulgated under of the type contemplated by Rule 14c-2 of the Exchange Act relating containing the information specified in Schedule 14C under the Exchange Act concerning the Acquiror Stockholder Consent, the Merger and the other transactions contemplated hereby (together with any amendments or supplements thereto, the “Information Statement”). Acquiror shall promptly notify Company Parent upon the receipt of any comments (whether written or oral) from the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements to the Shareholder Consent Information Statement, and shall provide Company Parent with copies of all written correspondence between Acquiror and its Representatives, on the one hand, and the Amendment. Prior to filing with SEC (or the Commissionstaff of the SEC), the Company shall provide Buyer and its counsel a reasonable opportunity to review and comment on the preliminary Information Statement and shall consider in good faith for inclusion in the preliminary Information Statement any comments made by Buyer or its counselother hand. The Company Acquiror shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the SEC (or the staff of the SEC) with respect to the Information Statement and to resolve such comments with the SEC. Acquiror shall use its reasonable best efforts so that the Information Statement will comply as to form in all material respects with the provisions of the Exchange Act, the Securities Act and the rules and regulations promulgated thereunder. Prior to the filing of the Information Statement (or any draft thereof or amendment or supplement thereto), any dissemination of the Information Statement to the stockholders of Acquiror, submission of any other filing made with or written materials to the SEC with respect to the Information Statement, or responding to any comments of the Commission SEC (or the staff of the SEC) or requests for additional information from the SEC with respect to the preliminary Information Statement and to cause the Information Statement in definitive form to be mailed to the holders of the Company’s voting securities entitled to receive the same as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission if by such date the Commission has not informed the Company that it intends to review the Information Statement or (ii) if the Commission has, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the Commission, informed the Company that it intends to review the Information Statement, within one (1) Business Day after the date on which the Commission confirms that it has no further comments on the Information Statement. The Company shall notify the Buyer promptly of (and in any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, the Company shall mail to the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the Commission, the Company Acquiror shall provide the Buyer and its counsel Company Parent a reasonable opportunity to review and comment to propose comments on such document or response (including the proposed final version of such document or response), which comments shall be provided promptly and be reasonably considered by Acquiror in good faith. Neither Acquiror nor its Representatives shall agree to participate in any such amendments material or supplements to substantive meeting or conference (including by telephone) with the SEC, or any member of the staff thereof, in respect of the Information Statement and shall accept for inclusion in any amendments or supplements any reasonable comments made by the Buyer or its counsel that are provided in a timely manner. If at any time prior unless, to the Specified Date any event shall occurextent reasonably practicable and legally permissible, or fact or information shall be discovered, that should be set forth in an amendment or supplement to the Information Statement so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, it consults with the Company shall prepare and file with the Commission such amendment or supplement, in consultation with and subject to review by the Buyer and its counsel as promptly as practicable advance and, to the extent required permitted by lawthe SEC, cause allows the Company to participate; provided that Acquiror and its Representatives may take telephone calls initiated by the SEC, or any member of the staff thereof, without abiding by the obligations set forth in this sentence so long as neither Xxxxxxxx nor any of its Representatives agrees to take any action with respect to the Information Statement during such amendment or supplement telephone calls. Without limitation to be disseminated Section 5.7, the Company shall use commercially reasonable efforts to furnish all information concerning itself, its Affiliates and the holders of its capital stock to Acquiror as may be reasonably requested in connection with the Company’s voting securities entitled theretopreparation, filing and distribution of the Information Statement.

Information Statement. As promptly soon as possible, but reasonably practicable (and in any event no later than September 14five (5) Business Days following the date of this Agreement), 2022, the Company Target shall file with the Commission a preliminary information statement in accordance with Regulation 14C promulgated under prepare an initial draft of the Exchange Act relating to the Shareholder Consent and the Amendment. Prior to filing with the Commission, the Company shall provide Buyer and its counsel a reasonable opportunity to review and comment on the preliminary Information Statement and provide such draft to Acquiror for Acquiror’s review and approval, not to be unreasonably withheld or delayed (it being understood that Acquiror shall consider in good faith for inclusion in be deemed to have approved the preliminary initial draft of the Information Statement any comments made by Buyer or its counselif it has not commented on the same within four (4) Business Days of receipt). The Company shall use reasonable best efforts to respond as promptly as practicable to any comments No later than two (2) Business Days following Acquiror’s approval of the Commission with respect Information Statement, Target shall submit to the preliminary Stockholders the Information Statement and the Written Consent and Joinder in the form attached hereto as Exhibit A adopting, among other things, this Agreement. Target shall promptly advise Acquiror, and Acquiror will promptly advise Target, in writing if at any time prior to cause the Effective Time either Target or Acquiror shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Information Statement in definitive form order to be mailed make the statements contained or incorporated by reference therein not misleading or to the holders of the Company’s voting securities entitled to receive the same as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement comply with the Commission if by such date the Commission has not informed the Company that it intends to review the Information Statement or (ii) if the Commission has, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the Commission, informed the Company that it intends to review the Information Statement, within one (1) Business Day after the date on which the Commission confirms that it has no further comments on the Information StatementApplicable Law. The Company shall notify the Buyer promptly of (Any and in any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, the Company shall mail to the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such all amendments or supplements to the Information Statement submitted to the Stockholders shall be subject to Acquiror’s advance review and approval, not to be unreasonably withheld or delayed. Anything to the contrary contained herein notwithstanding, Target shall accept for inclusion not include in any amendments or supplements any reasonable comments made by the Buyer or its counsel that are provided in a timely manner. If at any time prior to the Specified Date any event shall occur, or fact or information shall be discovered, that should be set forth in an amendment or supplement to the Information Statement so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Company shall prepare and file with the Commission such amendment or supplement, in consultation with and subject to review by the Buyer and its counsel as promptly as practicable and, to the extent required by law, cause such amendment or supplement any information with respect to be disseminated Acquiror unless the form and content of which information shall have been approved by Acquiror prior to the holders of the Company’s voting securities entitled theretosuch inclusion.

Information Statement. As The Company shall use commercially reasonable efforts to file the Preliminary Information Statement with the SEC as promptly as possiblepracticable after the date hereof. The Company shall use commercially reasonable efforts to cause the Definitive Information Statement to be filed with the SEC and mailed to the Company’s stockholders as promptly as practicable after receipt of a no review decision or any comments from the staff of the SEC on the Preliminary Information Statement. No filing of, but in any event no later than September 14, 2022or amendment or supplement to, the Company shall file with Preliminary Information Statement or the Commission a preliminary information statement in accordance with Regulation 14C promulgated under of the Exchange Act relating to the Shareholder Consent and the Amendment. Prior to filing with the Commission, Definitive Information Statement will be made by the Company shall provide Buyer and its counsel without providing MSK a reasonable opportunity to review and comment on the preliminary Information Statement reasonably and shall consider in good faith for inclusion in thereon, except to the preliminary Information Statement any comments made by Buyer or its counsel. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the Commission extent doing so would not permit compliance with applicable law with respect thereto. If any information relating to the preliminary Information Statement and to cause the Information Statement in definitive form to Company, or any of its Affiliates, directors or officers, should be mailed to the holders of the Company’s voting securities entitled to receive the same as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission if discovered by such date the Commission has not informed the Company that it intends which is required to review the Information Statement or (ii) if the Commission has, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the Commission, informed the Company that it intends to review the Information Statement, within one (1) Business Day after the date on which the Commission confirms that it has no further comments on the Information Statement. The Company shall notify the Buyer promptly of (and in any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, the Company shall mail to the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to the Information Statement and shall accept for inclusion in any amendments or supplements any reasonable comments made by the Buyer or its counsel that are provided in a timely manner. If at any time prior to the Specified Date any event shall occur, or fact or information shall be discovered, that should be set forth in an amendment or supplement to the Definitive Information Statement Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Company shall prepare promptly notify MSK and file an appropriate amendment or supplement describing such information shall be promptly filed with the Commission such amendment or supplement, in consultation with and subject to review by the Buyer and its counsel as promptly as practicable SEC and, to the extent required by applicable law, cause such amendment or supplement to be disseminated to the Company’s stockholders. The Company shall promptly notify MSK of the receipt of any and all comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Preliminary Information Statement or the Definitive Information Statement for additional information and shall supply MSK with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Preliminary Information Statement or the Definitive Information Statement. The Company shall use commercially reasonable efforts to respond to any and all comments from the SEC or the staff of the SEC and to any request by the SEC or the staff of the SEC for amendments or supplements to the Preliminary Information Statement or the Definitive Information Statement, as promptly as practicable. Any response to the SEC and any amendments or supplements to the Preliminary Information Statement or the Definitive Information Statement shall be subject to the approval of MSK, which approval shall not be unreasonably withheld or delayed. The issuance of the Underlying Shares shall be limited to 1,850,283 shares of Common Stock (the “Exchange Cap”, subject to appropriate adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock) until the expiration of the twenty (20) calendar days’ waiting period after the Definitive Information Statement is sent to all holders of Common Stock as of the Company’s voting securities entitled theretorecord date in accordance with Rule 14c-2(b) of the Exchange Act. In the event that any Purchaser shall sell or otherwise transfer any of its Notes or Warrants, the transferee shall be allocated a pro rata portion of the Exchange Cap, and the restrictions herein shall apply to such transferee with respect to the portion of the Exchange Cap allocated to such transferee.

Information Statement. As promptly soon as possiblepracticable, but in any event and no later than September 14, 2022ten (10) Business Days following the execution and delivery of this Agreement by the parties hereto, the Company shall prepare and file with the Commission a preliminary information statement in accordance with Regulation 14C promulgated under of the Exchange Act relating to the Shareholder Consent and the Amendment. Prior to filing with the Commission, in preliminary form, an information statement of the Company shall provide Buyer type contemplated by Rule 14c-2 promulgated under the Exchange Act related to this Agreement and its counsel a reasonable opportunity to review and comment on the preliminary issuance of the Purchased Shares pursuant hereto (such information statement, including any amendment or supplement thereto, the “Information Statement and shall consider in good faith for inclusion in the preliminary Information Statement any comments made by Buyer or its counselStatement”). The Company shall use reasonable best efforts to respond as promptly as practicable to any comments and each Purchaser will cooperate with each other in the preparation of the Commission with respect to the preliminary Information Statement and to cause the Information Statement in definitive form to be mailed to the holders of the Company’s voting securities entitled to receive the same as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission if by such date the Commission has not informed the Company that it intends to review the Information Statement or (ii) if the Commission has, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the Commission, informed the Company that it intends to review the Information Statement. Without limiting the generality of the foregoing, within one (1) Business Day after each Purchaser will furnish to the date on which Company the Commission confirms that information relating to it has no further comments on required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Information Statement. The Company shall notify the Buyer promptly of (and in any event no more than one (1) Business Day after) the receipt of any use its reasonable best efforts to resolve all Commission comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements with respect to the preliminary Information Statement or the definitive Information Statement, and if required, the Company shall mail to the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior practicable after receipt thereof and to filing with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to have the Information Statement and shall accept for inclusion in any amendments or supplements any reasonable comments made cleared by the Buyer or its counsel that are provided in a timely mannerStaff of the Commission as promptly as reasonably practicable after such filing. If at any time prior any information relating to the Specified Date Company or any event shall occurPurchaser, or fact any of their respective Affiliates, should be discovered by the Company or information shall be discovered, such Purchaser that should be set forth in an amendment or supplement to the Information Statement so that such document would the Information Statement shall not include contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the Company party that discovers such information shall prepare promptly notify the other parties, and file an appropriate amendment or supplement describing such information shall be promptly filed with the Commission such amendment or supplement, in consultation with and subject to review by the Buyer and its counsel as promptly as practicable and, to the extent required by lawLaw, cause such amendment or supplement to be disseminated to the holders stockholders of the Company’s voting securities Company entitled theretoto notice thereof. Promptly after the Information Statement has been cleared by the Commission, in accordance with Rule 14c-2 promulgated under the Exchange Act and Section 228(e) of the DGCL, the Company shall promptly file the Information Statement with the Commission in definitive form, substantially in the form previously cleared or filed with the Commission, as the case may be, and provide a copy of the Information Statement to its stockholders that are entitled to notice thereof.

Information Statement. As promptly as possiblepracticable after the execution of this Agreement, but Seller shall take all action necessary in any event no later than September 14accordance with Nevada Law, 2022its Articles of Incorporation and Bylaws and the Exchange Act to solicit a majority of the stockholders of Seller to act by written consent to approve this Agreement and the Sale. Thereafter, the Company Seller shall as promptly as practicable prepare and file with the Commission a preliminary SEC an information statement in accordance with Regulation 14C promulgated under of the Exchange Act relating to be delivered to the Shareholder Consent and the Amendment. Prior to filing stockholders of Seller in connection with the Commission, Sale (the Company “Information Statement”). Buyer shall promptly provide Buyer to Seller all information concerning its business and its counsel a reasonable opportunity to review financial statements and comment on the preliminary Information Statement and shall consider in good faith affairs as reasonably may be required or appropriate for inclusion in the preliminary Information Statement Statement, or in any comments made by Buyer amendments or supplements thereto, and to cause its counselcounsel and auditors to cooperate with Seller’s counsel and auditors in the preparation of the Information Statement. The Company Seller shall use reasonable best efforts to respond as promptly as practicable to any comments of the Commission with respect SEC, and shall use its commercially reasonable efforts to have the preliminary Information Statement and to cleared by the SEC as promptly as practicable after such filing. Seller shall cause the Information Statement in definitive form to be mailed to its stockholders at the holders of earliest practicable time after it is cleared by the Company’s voting securities entitled to receive the same as SEC. As promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission if by such date the Commission has not informed the Company that it intends to review the Information Statement or (ii) if the Commission has, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the Commission, informed the Company that it intends to review the Information Statement, within one (1) Business Day after the date on which of this Agreement, each of Seller and Buyer shall prepare and file any other filings required to be filed by it under the Commission confirms that it has no further comments on Exchange Act, the Information StatementSecurities Act or any other Federal, foreign, state “blue sky” or related laws relating to the Sale and the transactions contemplated by this Agreement (the “Other Filings”). The Company Seller shall notify the Buyer promptly of (and in any event no more than one (1) Business Day after) supply upon the receipt of any comments from the Commission SEC or its staff or any other government officials and of any request by the Commission SEC or its staff or any other government officials for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, the Company shall mail to the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to the Information Statement or any Other Filing, or for additional information and shall accept for inclusion in supply the other with copies of all correspondence between such party or any amendments or supplements any reasonable comments made by of its representatives, on the Buyer one hand, and the SEC or its counsel that are provided in a timely manner. If at staff or any time prior other government officials, on the other hand, with respect to the Specified Date Information Statement, the Sale or any Other Filing. Each of Seller and Buyer shall cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 7.1(a) to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event shall occur, or fact or information shall be discovered, occurs that should is required to be set forth in an amendment or supplement to the Information Statement so that or any Other Filing, Seller or Buyer, as the case may be, shall promptly inform the other of such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, occurrence and cooperate in light of the circumstances under which they are made, not misleading, the Company shall prepare and file filing with the Commission SEC or its staff or any other government officials, and/or mailing to the stockholders of Seller and Buyer, such amendment or supplement, in consultation with and subject to review by the Buyer and its counsel as promptly as practicable and, to the extent required by law, cause such amendment or supplement to be disseminated to the holders of the Company’s voting securities entitled thereto.

Information Statement. As promptly as possibleBCBSKS and Purchaser shall prepare and provide to Eligible Policyholders, but in any event no later than September 14, 2022, the Company shall file connection with the Commission a preliminary solicitation of approval of the Plan of Conversion, an information statement in accordance with Regulation 14C promulgated under of the Exchange Act relating to the Shareholder Consent Plan of Conversion and the Amendment. Prior Sale, including a copy of the Plan of Conversion (with a summary of the Exhibits thereto) (the "Information Statement") and use reasonable efforts to filing obtain and furnish the information required to be included by state and federal law, including the Kansas Insurance Code, and to clear the information statement with the CommissionKansas Department of Insurance. Each of Purchaser and BCBSKS agrees that the information provided and to be provided by Purchaser or BCBSKS, as the Company shall provide Buyer and its counsel a reasonable opportunity to review and comment on case may be, specifically for use in the preliminary Information Statement and shall consider in good faith for inclusion in the preliminary Information Statement any comments made by Buyer or its counsel. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the Commission not, with respect to the preliminary Information Statement and to cause information supplied by such party, on the date upon which the Information Statement in definitive form to be is mailed to Eligible Policyholders or on the holders date of the Company’s voting securities entitled to receive the same as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission if by such date the Commission has not informed the Company that it intends to review the Information Statement or (ii) if the Commission hasSpecial Meeting, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the Commission, informed the Company that it intends to review the Information Statement, within one (1) Business Day after the date on which the Commission confirms that it has no further comments on the Information Statement. The Company shall notify the Buyer promptly of (and in contain any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, the Company shall mail to the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to the Information Statement and shall accept for inclusion in any amendments or supplements any reasonable comments made by the Buyer or its counsel that are provided in a timely manner. If at any time prior to the Specified Date any event shall occur, or fact or information shall be discovered, that should be set forth in an amendment or supplement to the Information Statement so that such document would not include any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading, the Company shall prepare . Each of Purchaser and file with the Commission such amendment or supplement, in consultation with and subject BCBSKS agrees to review by the Buyer and its counsel correct as promptly as practicable and, any such information provided by it that shall have become false or misleading in any material respect and to take all steps necessary to furnish to the Kansas Department of Insurance and have cleared by the Kansas Department of Insurance any amendment or supplement to the Information Statement so as to correct the same and to cause the Information Statement as so corrected to be disseminated to Eligible Policyholders to the extent required by or advisable under applicable law, . Each party shall use all reasonable efforts to cause such amendment or supplement their respective independent accountants to be disseminated deliver to the holders other party a letter dated as of the Company’s voting securities entitled theretodate of the Information Statement and addressed to the other party, in form and substance reasonably satisfactory to the other party, in connection with the procedures undertaken by them with respect to the financial statements and other financial information of such party contained in the Information Statement (if any) and the other matters contemplated by applicable accounting statements and standards.

Information Statement. As promptly as possible, but in any event no later than September 14, 2022, the Company shall file with the Commission a preliminary information statement in accordance with Regulation 14C promulgated under of the Exchange Act relating to the Shareholder Consent and the Amendment. Prior to filing with the Commission, the Company shall provide Buyer and its counsel a reasonable opportunity to review and comment on the preliminary Information Statement and shall consider in good faith for inclusion in the preliminary Information Statement any comments made by Buyer or its counsel. The Company AQSP shall use its reasonable best efforts to respond as ensure that the Information Statement complies in all material respects with the applicable provisions of the Securities Act and Exchange Act. AQSP shall promptly as practicable to provide the Company and its counsel with any comments of or other communications, whether written or oral, that AQSP or its counsel may receive from the Commission SEC or its staff with respect to the preliminary Information Statement promptly after the receipt of such comments and AQSP shall give reasonable and good faith consideration to any comments made by the Company or its counsel. AQSP shall use commercially reasonable efforts to respond to any such comments in an expeditious matter (and the Company and the Company Owners shall provide timely, reasonable cooperation to AQSP in respect of any such comments). As soon as practicable following the resolution of any such comments from the SEC, or in the event AQSP has not received any communications from the SEC regarding preliminary Information Statement within ten (10) Business Days of the filing thereof (or has been notified by the SEC that the SEC will not comment on the preliminary Information Statement), then AQSP shall promptly file a definitive Information Statement with the SEC and shall cause the Information Statement in definitive form to be mailed disseminated to the holders of the CompanyAQSP’s voting securities entitled to receive the same as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement stockholders in accordance with the Commission if by such date the Commission has not informed the Company that it intends to review the Information Statement or (ii) if the Commission has, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the Commission, informed the Company that it intends to review the Information Statement, within one (1) Business Day after the date on which the Commission confirms that it has no further comments on the Information Statement. The Company shall notify the Buyer promptly of (and in any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, the Company shall mail to the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to the Information Statement and shall accept for inclusion in any amendments or supplements any reasonable comments made by the Buyer or its counsel that are provided in a timely manner. If at any time prior to the Specified Date any event shall occur, or fact or information shall be discovered, that should be set forth in an amendment or supplement to the Information Statement so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Company shall prepare and file with the Commission such amendment or supplement, in consultation with and subject to review by the Buyer and its counsel Exchange Act as promptly as practicable and, thereafter (with the first day on which the definitive Information Statement is mailed to an AQSP stockholder being the extent “Mailing Date”). AQSP shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required by law, cause such amendment or supplement to be disseminated taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” Laws, and the rules and regulations thereunder in connection with the issuance of AQSP Common Stock in the Merger, and the Company shall furnish to AQSP all information concerning the holders of the Company’s voting securities entitled theretoCompany as may be reasonably requested in connection with any such actions.

Information Statement. As promptly as possibleFollowing the execution of this Agreement, but in any event no later than September 14, 2022connection with the Written Consent, the Company shall file with the Commission a preliminary will cause to be delivered to each Securityholder an information statement regarding the transactions contemplated by this Agreement (as it may be amended or supplemented from time to time, the “Information Statement”). The Information Statement will constitute an information statement for the Company’s solicitation of consent of the holders of Company Capital Stock with respect to the adoption of this Agreement and the approval of the Mergers and a notice of the availability of dissenters’ rights under the California Law. The Information Statement will also include (i) a statement to the effect that the Company Board has unanimously recommended that the holders of Company Capital Stock vote in accordance with favor of the adoption of this Agreement and the approval of the Mergers and (ii) a statement that adoption of this Agreement constitutes, among other things, approval by the holders of Company Capital Stock of the Securityholders’ Representative Reserve by the Securityholder Representative and the withholding of the Escrow Amount. With respect to the Participating Securityholders that are not “accredited investors” as defined in Rule 501 of Regulation 14C D promulgated under the Securities Act of 1933, as amended (the Exchange Act relating to the Shareholder Consent and the Amendment. Prior to filing with the Commission“Securities Act”), the Company shall provide Buyer and its counsel a reasonable opportunity to review and comment on the preliminary Information Statement and shall consider in good faith Parent will prepare for inclusion in the preliminary Information Statement any comments made by Buyer or its counselcertain information required pursuant to Rule 502(b) under Regulation D promulgated under the Securities Act at least three Business Days prior to Closing (the “Parent Disclosure”). The Company shall use reasonable best efforts represents and warrants to respond as promptly as practicable to any comments Parent that, except for information supplied by Parent, none of the Commission with respect to the preliminary Information Statement and to cause the Information Statement information in definitive form to be mailed to the holders of the Company’s voting securities entitled to receive the same as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission if by such date the Commission has not informed the Company that it intends to review the Information Statement or (ii) if the Commission has, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the Commission, informed the Company that it intends to review the Information Statement, within one (1) Business Day after the date on which the Commission confirms that it has no further comments on the Information Statement. The Company shall notify the Buyer promptly of (and in any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, the Company shall mail to the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to the Information Statement and shall accept for inclusion in any amendments or supplements any reasonable comments made by the Buyer or its counsel that are provided in a timely manner. If at any time prior to the Specified Date any event shall occur, or fact or information shall be discovered, that should be set forth in an amendment or supplement to thereto will contain, as of the Information Statement so that date of the delivery of such document would not include or the Written Consent, any misstatement untrue statement of a material fact fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the Company shall prepare and file with the Commission such amendment or supplement, in consultation with and subject to review by the Buyer and its counsel as promptly as practicable and, to the extent required by law, cause such amendment or supplement to be disseminated to the holders of . At the Company’s voting securities entitled theretorequest, Parent shall furnish to the Company such information about Parent as Parent deems reasonably necessary to cause the Information Statement to comply with the applicable provisions of the Securities Act. The parties shall use commercially reasonable efforts to cooperate in preparing such other documentation to be provided to Securityholders as is required or advisable to exempt the issuance of the Parent Common Stock issued or issuable to the Securityholders from registration under the Securities Act. The Company and Participating Securityholders shall have no liability for the Parent Disclosure.

Information Statement. (a) As promptly as possible, but reasonably practicable following the date of this Agreement (and in any event no later than September 14, 2022within ten (10) days after the date hereof; provided that the Company provides all information to the Purchaser as may be reasonably requested by the Purchaser for inclusion in the Information Statement (as defined below) in advance of such ten (10) day period), the Company Purchaser shall prepare and file with the Commission SEC a preliminary written information statement in accordance with Regulation 14C promulgated under of the type contemplated by Rule 14c-2 of the Exchange Act relating to containing the Shareholder Consent information specified in Schedule 14C under the Exchange Act concerning the Requisite Purchaser Consent, the Merger and the Amendmenttransactions contemplated by this Agreement (the “Information Statement”). Prior to No filing with the Commissionof, or amendment or supplement to, the Information Statement will be made by the Purchaser without first providing the Company shall provide Buyer and its counsel a reasonable opportunity to review and comment on thereon, and the preliminary Information Statement Purchaser shall include all reasonable additions, deletions and shall consider changes suggested by the Company in good faith for inclusion in the preliminary Information Statement any comments made by Buyer or its counselconnection therewith. The Company Purchaser shall use reasonable best efforts to respond as promptly as practicable to any comments of the Commission with respect to the preliminary Information Statement and to cause the Information Statement in definitive form to be mailed to the holders of the Company’s voting securities entitled to receive the same as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission if by such date the Commission has not informed notify the Company that it intends to review the Information Statement or (ii) if the Commission has, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the Commission, informed the Company that it intends to review the Information Statement, within one (1) Business Day after the date on which the Commission confirms that it has no further comments on the Information Statement. The Company shall notify the Buyer promptly of (and in any event no more than one (1) Business Day after) the receipt of any comments from the Commission SEC or its staff with respect to the Information Statement and of any request by requests the Commission SEC or its staff for any amendments amendment or supplements supplement thereto or for additional information and shall provide to the preliminary Information Statement or the definitive Information Statement, and if required, the Company shall mail to the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, copies of all written correspondence between the Purchaser or any of its Representatives and the SEC with respect to the Information Statement. If any comments are received from the staff of the SEC with respect to the Information Statement, the Purchaser shall respond as promptly as reasonably practicable to such amendment or supplementcomments. Prior to filing with Each of the Commission, Purchaser and the Company shall provide furnish all information concerning such Person to the Buyer other as may be required to be included in the preparation, filing and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to distribution of the Information Statement and shall accept for inclusion in or any amendments or supplements any reasonable comments made by the Buyer or its counsel that are provided in a timely manner. If at any time prior to the Specified Date any event shall occur, or fact or information shall be discovered, that should be set forth in an amendment or supplement thereto or as may be reasonably required to the Information Statement so that such document would not include respond to any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light comment of the circumstances under which they are made, not misleading, the Company shall prepare and file with the Commission such amendment or supplement, in consultation with and subject to review by the Buyer and its counsel as promptly as practicable and, to the extent required by law, cause such amendment or supplement to be disseminated to the holders of the Company’s voting securities entitled theretoSEC.

Information Statement. As promptly as possibleEach Party shall cooperate with the other Party in the preparation of the preliminary and the definitive Information Statement, but in any event no later than September 14, 2022, the Company including all amendments or supplements thereto. Carbon shall prepare and file with the Commission a SEC the preliminary information statement in accordance with Regulation 14C promulgated under Information Statement as promptly as reasonably practicable following the date of the Exchange Act relating to the Shareholder Consent and the Amendmentthis Agreement. Prior to No filing with the Commissionof, or amendment or supplement to, the Company shall provide Buyer and its counsel Information Statement will be made by Carbon without first providing the Purchaser a reasonable opportunity to review and comment on the preliminary Information Statement portions expressly referencing Purchaser, and Carbon shall consider in good faith for inclusion all reasonable additions, deletions and changes suggested by the Purchaser in the preliminary Information Statement connection therewith. If Carbon receives any comments made by Buyer or its counsel. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of from the Commission SEC with respect to the preliminary Information Statement and to cause any requests by the Information Statement in definitive form to be mailed SEC for any amendment or supplement thereto or for additional information with respect to the holders of the Company’s voting securities entitled to receive the same preliminary Information Statement, Carbon shall respond as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission if by to such date the Commission has not informed the Company that it intends to review the Information Statement or (ii) if the Commission has, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the Commission, informed the Company that it intends to review the Information Statement, within one (1) Business Day after the date on which the Commission confirms that it has no further comments on the Information Statementcomments. The Company shall notify the Buyer promptly of (and in any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, the Company shall mail to the holders of the Company’s voting securities entitled theretoPurchaser shall, as promptly as reasonably practicable, provide Carbon with such amendment or supplement. Prior information as may be required to filing with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to be included in the Information Statement and shall accept for inclusion in or as may be reasonably required to respond to any amendments or supplements any reasonable comment of the SEC. As promptly as reasonably practicable after all comments made received from the staff of the SEC have been cleared by the Buyer or SEC, Carbon shall file the definitive Information Statement with the SEC and cause such definitive Information Statement to be mailed to its counsel that are provided in a timely mannerstockholders of record. If at any time prior to the Specified Date Closing Date, any event shall occurinformation relating to the Purchaser or Carbon, or fact any of their respective Affiliates, directors or information shall be discoveredofficers, is discovered by the Purchaser or Carbon that should be set forth in an amendment or supplement to the Information Statement Statement, so that such document the Information Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are were made, not misleading, the Company Party that discovers such information shall prepare promptly notify the other Party, and Carbon shall promptly file with the Commission such SEC an appropriate amendment or supplement, in consultation with and subject to review by the Buyer and its counsel as promptly as practicable supplement describing such information and, to the extent required by lawapplicable Legal Requirements, cause disseminate such amendment or supplement to be disseminated to the holders stockholders of the Company’s voting securities entitled theretoCarbon.

Information Statement. As promptly as possible, but in any event no later than September 14, 2022, The information to be supplied by the Company shall file with the Commission a preliminary information statement in accordance with Regulation 14C promulgated under of the Exchange Act relating to the Shareholder Consent and the Amendment. Prior to filing with the Commission, the Company shall provide Buyer and its counsel a reasonable opportunity to review and comment on the preliminary Information Statement and shall consider in good faith Holdings for inclusion in the preliminary Information Statement (as defined in Section 5.1) shall not contain any comments made by Buyer or its counsel. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the Commission with respect to the preliminary Information Statement and to cause the Information Statement in definitive form to be mailed to the holders of the Company’s voting securities entitled to receive the same as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission if by such date the Commission has not informed the Company that it intends to review the Information Statement or (ii) if the Commission has, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the Commission, informed the Company that it intends to review the Information Statement, within one (1) Business Day after the date on which the Commission confirms that it has no further comments on the Information Statement. The Company shall notify the Buyer promptly of (and in any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, the Company shall mail to the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to the Information Statement and shall accept for inclusion in any amendments or supplements any reasonable comments made by the Buyer or its counsel that are provided in a timely manner. If at any time prior to the Specified Date any event shall occur, or fact or information shall be discovered, that should be set forth in an amendment or supplement to the Information Statement so that such document would not include any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The information to be supplied by the Company for inclusion in the proxy statement to be sent to the stockholders of the Company and Holdings in connection with the meeting of the Company's stockholders to consider the approval and adoption of this Agreement and the approval of the Merger (the "Company Stockholders' Meeting") and to the stockholders of Holdings in connection with the meeting of Holdings stockholders to consider the approval and adoption of this Agreement and the approval of the Merger (the "Holdings Stockholders' Meeting") (such proxy statement as amended or supplemented is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the Company's stockholders and Holdings' stockholders, at the time of the Company Stockholders' Meeting and the Holdings Stockholders' Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders' Meeting and the Holdings Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time, any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Information Statement or a supplement to the Proxy Statement, the Company shall prepare and file promptly inform Parent. Notwithstanding the foregoing, the Company makes no representation or warranty with the Commission such amendment respect to any information supplied by Parent or supplement, Merger Sub which is contained in consultation with and subject to review by the Buyer and its counsel as promptly as practicable and, to the extent required by law, cause such amendment or supplement to be disseminated to the holders any of the Company’s voting securities entitled theretoforegoing documents.

Information Statement. As (a) The Company shall, as promptly as possiblereasonably practicable following the date of this Agreement, but in any event no later than September 14, 2022, the Company shall prepare and file with the Commission a preliminary SEC an information statement in accordance with Regulation 14C promulgated under of the Exchange Act relating to the Shareholder Consent adoption of this Agreement and the Amendmenttransactions contemplated hereby (together with any amendments or supplements thereto, the “Information Statement”) in preliminary form. Prior to filing ABI shall promptly furnish all information concerning it and the holders of its Equity Interests as the Company may reasonably request and shall otherwise promptly cooperate with the CommissionCompany’s requests in connection with the preparation and filing of such Information Statement, including, without limitation, assistance with the Company shall provide Buyer and its counsel a reasonable opportunity to review and comment on preparation of the preliminary Information Statement and shall consider in good faith for inclusion in the preliminary Information Statement any comments made by Buyer or its counselpro forma financial information as necessary. The Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments of the Commission SEC with respect thereto and to have such Information Statement cleared by the SEC and available for mailing to the preliminary Information Statement and to cause the Information Statement in definitive form to be mailed to the holders stockholders of the Company’s voting securities entitled to receive the same Company as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement practicable, and ABI shall reasonably cooperate with the Commission if by Company to the extent information of or regarding ABI is necessary to such date the Commission has not informed the Company that it intends to review the Information Statement response, clearance or (ii) if the Commission has, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the Commission, informed the Company that it intends to review the Information Statement, within one (1) Business Day after the date on which the Commission confirms that it has no further comments on the Information Statementmailing. The Company shall notify the Buyer ABI promptly of (and in any event no more than one (1) Business Day after) the receipt of any comments from the Commission SEC or its staff and of any request by the Commission SEC or its staff for any amendments or supplements to the preliminary Information Statement or for additional information and shall supply ABI with copies of all correspondence between the definitive Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Information Statement. Notwithstanding the foregoing, and if required, prior to filing or mailing the Company shall mail Information Statement (or any amendment or supplement thereto) or responding to the holders any comments of the Company’s voting securities entitled SEC with respect thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the Commission, the Company shall provide the Buyer and its counsel ABI with a reasonable opportunity to review and comment on any such amendments document or supplements response. The Company shall use its reasonable best efforts to cause the Information Statement and shall accept for inclusion in any amendments or supplements any reasonable comments made by the Buyer or its counsel that are provided in a timely manner. If at any time prior to be mailed to the Specified Date any event shall occur, or fact or information shall be discovered, that should be set forth in an amendment or supplement to the Information Statement so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Company shall prepare and file with the Commission such amendment or supplement, in consultation with and subject to review by the Buyer and its counsel Company’s stockholders as promptly as reasonably practicable and, to after clearance by the extent required by law, cause such amendment or supplement to be disseminated to the holders of the Company’s voting securities entitled theretoSEC.

Information Statement. (a) As promptly as possiblepracticable, but in any event no later than September 14within seven days, 2022after the date of this Agreement, Parent shall prepare an information statement describing the Merger and the transactions contemplated thereby (the "INFORMATION STATEMENT") and deliver the same to the Company. The Company, in accordance with Section 5.2(c) hereof, shall mail or otherwise deliver to the Company Equityholders, among other things, the Information Statement along with, in the case of the Company Stockholders, a notice of meeting and proxy card requesting that the Company Stockholders adopt this Agreement and approve the Merger either (i) at such meeting or (ii) by such proxy card. Both Parent and the Company shall file use commercially reasonable efforts to cause the Information Statement to comply with the Commission a preliminary information statement in accordance with requirements of Rule 502 of Regulation 14C D promulgated under of the Exchange Securities Act relating to the Shareholder Consent and the Amendment. Prior to filing with the Commission, the Company shall provide Buyer and its counsel a reasonable opportunity to review and comment on the preliminary Information Statement and shall consider in good faith for inclusion in the preliminary Information Statement any comments made by Buyer or its counsel("RULE 502"). The Company shall use commercially reasonable best efforts to respond as promptly as practicable to any comments of the Commission with respect to the preliminary Information Statement and to cause the Information Statement in definitive form to be mailed to the holders of the Company’s voting securities entitled to receive the same as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission if by such date the Commission has not informed furnish Parent information concerning the Company that it intends may be required to review satisfy the Information Statement information requirements of Rule 502 in connection with any action contemplated by this Section 5.2. If any event relating to the Company or (ii) Parent occurs, or if the Commission has, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the Commission, informed the Company that it intends to review the Information Statement, within one (1) Business Day after the date on which the Commission confirms that it has no further comments on the Information Statement. The Company shall notify the Buyer promptly of (and in any event no more than one (1) Business Day after) the receipt or Parent becomes aware of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statementinformation, and if required, the Company shall mail to the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to the Information Statement and shall accept for inclusion in any amendments or supplements any reasonable comments made by the Buyer or its counsel that are provided in a timely manner. If at any time prior to the Specified Date any event shall occur, or fact or information shall be discovered, either case that should be set forth disclosed in an amendment or supplement to the Information Statement so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements thereinStatement, in light of the circumstances under which they are made, not misleading, the Company then Parent shall promptly prepare and file with the Commission such amendment or supplement, in consultation with and subject to review following prompt notice by the Buyer and its counsel as promptly as practicable and, Company of such required disclosure if relating to the extent required by lawCompany, cause such amendment or supplement to be disseminated and the Company shall promptly distribute the same to the holders stockholders of the Company’s voting securities entitled thereto. The Company shall use commercially reasonable efforts to assist Parent in obtaining such information as Parent reasonably requires to allow Parent to determine the number and nature of the Company Stockholders in their capacity as purchasers (as such term is used under Rule 506 of Regulation D promulgated under the Securities Act). In connection with the distribution of the Information Statement to the Company Equityholders, the Company shall include, and shall use its commercially reasonable efforts to cause each Company Equityholder to complete and return, an investor status questionnaire in substantially the form attached hereto as EXHIBIT L (the "STATUS LETTER"). To the extent that Parent reasonably determines that a Company Equityholder is not an "ACCREDITED INVESTOR" (as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act), each of Parent and the Company agrees that it shall use its commercially reasonable efforts to cause all such Company Equityholders to use a "PURCHASER REPRESENTATIVE" (as defined in Rule 501(h)) to assist such Company Equityholders in evaluating the Information Statement and the investment decisions represented by this Agreement, the Merger and the transactions contemplated hereby.

Information Statement. As promptly as possible, but in any event no later than September 14, 2022, the Company shall file with the Commission a preliminary information statement in accordance with Regulation 14C promulgated under of the Exchange Act relating to the Shareholder Consent and the Amendment. Prior to filing with the Commission, the Company shall provide Buyer and its counsel a reasonable opportunity to review and comment on the preliminary Information Statement and shall consider in good faith for inclusion in the preliminary Information Statement any comments made by Buyer or its counsel. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the Commission with respect to the preliminary Information Statement and to cause the Information Statement in definitive form to be mailed to the holders of the Company’s voting securities entitled to receive the same as promptly as reasonably practicable after (i) the tenth (10th) calendar day after execution of this Agreement, the initial filing Company shall prepare an information statement to be mailed to stockholders of the preliminary Information Statement Company in 45 connection with the Commission if by such date transactions contemplated hereby (the Commission has not informed "Information Statement"). Parent will cooperate with the Company that it intends to review in the Information Statement or (ii) if the Commission has, by the tenth (10th) calendar day after the filing preparation of the initial preliminary Information Statement with the Commission, informed the Company that it intends to review the such Information Statement, within one including, without limitation, providing to the Company all information regarding Parent and its affiliates (1including pro forma financial information regarding Parent and the Company, if necessary, and information required under Rule 506 of Regulation D under the Securities Act) Business Day after the date on which the Commission confirms that it has no further comments on the Information Statementnecessary for inclusion or incorporation by reference therein. The Company shall notify the Buyer promptly of (and in any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, the Company shall mail to the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to the Information Statement to all stockholders of the Company entitled to receive such notice under the Delaware Code. The Information Statement shall constitute a disclosure document for the offer and shall accept for inclusion in any amendments or supplements any reasonable comments made issuance of the shares of Parent Common Stock to be received by the Buyer or its counsel that are provided Stockholders in the Merger and a timely mannerproxy statement for solicitation of stockholder approval of the Merger. If at any time prior to the Specified Date any event shall occur, or fact or information shall be discovered, that should be set forth in an amendment or supplement to the The Information Statement so that such document would not include shall not, at the time it is mailed to stockholders of the Company and at all times subsequent thereto (through and including the Effective Time), contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If, at any time prior to the Effective Time, any event or information should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Information Statement, the Company or Parent, as applicable, shall prepare promptly inform the Company or Parent, as applicable, of such occurrence and file with the Commission parties shall cooperate in mailing to the Stockholders such amendment or supplement. The Information Statement shall include the recommendation of the Board of Directors of the Company in favor of this Agreement and the Merger and the conclusion of the Board of Directors that the terms and conditions of the Merger are fair and reasonable to the Stockholders. Anything to the contrary contained herein notwithstanding, in consultation with the Information Statement shall not include any information, the form and subject to review content of which information shall not have been approved by the Buyer Parent and its counsel as promptly as practicable and, the Company prior to such inclusion. Parent agrees that none of the extent required information supplied or to be supplied by law, cause such it for inclusion or incorporation by reference in the Information Statement or any amendment or supplement to be disseminated the foregoing will, at the time the Information Statement is first mailed to the holders stockholders of the Company’s voting securities entitled theretoCompany and at all times subsequent thereto (through and including the Effective Time), contain any statement which, at such time and in such light of the circumstances under which it was made, is false and misleading with respect to any material fact, or omits to state any material fact necessary in order to make the statements made in the Information Statement not false or misleading or omits to state any material fact necessary to correct any statement made by Parent in such information supplied which has become false or misleading.

Information Statement. As (i) RCGI shall (A) as promptly as possiblereasonably practicable after the date of this Agreement, but in any event no later than September 14, 2022, the Company shall prepare and file with the Commission a preliminary information statement in accordance SEC the Information Statement, (B) respond as promptly as reasonably practicable to any comments received from the SEC with Regulation 14C promulgated under respect thereto and provide copies of the Exchange Act relating such comments to the Shareholder Consent Buyer promptly upon receipt, (C) as promptly as reasonably practicable prepare and the Amendment. Prior file any amendments or supplements necessary to filing with the Commissionbe filed in response to any SEC comments or as required by Law, the Company shall provide Buyer and (D) use its counsel a reasonable opportunity to review and comment on the preliminary Information Statement and shall consider in good faith for inclusion in the preliminary Information Statement any comments made by Buyer or its counsel. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of have cleared by the Commission with respect to SEC the preliminary Information Statement and to all other customary materials relating thereto, (E) cause the Information Statement in definitive form and all required amendments and supplements thereto to be mailed to the holders of the Company’s voting securities RCGI Common Shares entitled to receive the same receipt thereof as promptly as reasonably practicable after the later of (iI) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission if SEC or (II) the second Business Day after RCGI is notified by such date the Commission has SEC that (1) it will not informed the Company that it intends to review be reviewing the Information Statement or (ii2) if the Commission has, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the Commission, informed the Company that it intends to review the Information Statement, within one (1) Business Day after the date on which the Commission confirms that it has no further comments on the Information Statement. The Company shall notify the Buyer promptly of (and in any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, the Company shall mail (F) to the holders of the Company’s voting securities entitled theretoextent required by applicable Law, as promptly as reasonably practicablepracticable prepare, file and distribute to RCGI's stockholders any supplement or amendment to the Information Statement if any event shall occur which requires such amendment or supplementaction at any time prior to the Exchange Closing Date, and (G) otherwise use its reasonable best efforts to comply with all requirements of Law applicable to the Information Statement and the transactions contemplated hereby. Prior to filing The Buyer shall cooperate with RCGI in connection with the Commissionpreparation and filing of the Information Statement, including promptly furnishing RCGI upon request with any information with respect to the Company shall Buyer as may be required to be set forth in the Information Statement under the 1934 Act. RCGI will provide to the Buyer and its counsel a the reasonable opportunity to review and comment on any such amendments or supplements to upon the Information Statement and shall accept for inclusion in Statement, or any amendments or supplements any reasonable comments made by thereto, prior to filing the Buyer or its counsel that are provided in a timely mannersame with the SEC. If If, at any time prior to the Specified Date Exchange Closing Date, any event shall occurinformation relating to RCGI, the Subsidiaries or fact or information shall any of their respective Affiliates should be discovered, that discovered by RCGI which should be set forth in an amendment or supplement to the Information Statement Statement, so that such document would the Information Statement, as applicable, shall not include contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the Company RCGI shall prepare and file with the Commission such amendment or supplement, in consultation with and subject to review by promptly notify the Buyer and its counsel as promptly as practicable and, to the extent required by lawapplicable Law, cause such RCGI shall disseminate an appropriate amendment thereof or supplement thereto describing such information to be disseminated to the holders of the Company’s voting securities entitled theretoRCGI's stockholders.

Information Statement. As promptly soon as possible, reasonably practicable following the date of this Agreement but in any no event no later than September 14, 2022three (3) Business Days following the date of this Agreement, the Company shall shall, with the assistance of the Parent Group, prepare and file with the Commission a preliminary SEC an information statement in accordance with Regulation 14C of the type contemplated by Rule 14c-2 promulgated under of the Exchange Act related to the Merger and this Agreement (such information statement, including any amendment or supplement thereto, the “Information Statement”). The Parent Group, Merger Sub and the Company will cooperate with each other in the preparation of the Information Statement. Without limiting the generality of the foregoing, each of the Parent Group and Merger Sub will furnish to the Company the information relating to it required by the Shareholder Consent Exchange Act and the Amendmentrules and regulations promulgated thereunder to be set forth in the Information Statement. The Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing. Each of the Parent Group, Merger Sub and the Company agrees to correct any information provided by it for use in the Information Statement which shall have become false or misleading. The Company shall as soon as reasonably practicable notify the Parent Group and Merger Sub of the receipt of any comments from the SEC with respect to Information Statement and any request by the SEC for any amendment to the Information Statement or for additional information and shall provide the Parent Group with copies of all such comments and correspondence. Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with the Commissionrespect thereto, the Company shall provide Buyer and its counsel the Parent Group a reasonable opportunity to review and comment to propose comments on the preliminary Information Statement such document or response and shall consider the Parent Group’s comments in good faith for inclusion in the preliminary Information Statement any comments made by Buyer or its counselfaith. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the Commission with respect to the preliminary Information Statement and to cause Promptly after the Information Statement in definitive form to be mailed to has been cleared by the holders SEC or after 10 calendar days have passed since the date of the Company’s voting securities entitled to receive the same as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission if by such date SEC without notice from the Commission has not informed the Company that it intends to review the Information Statement or (ii) if the Commission has, by the tenth (10th) calendar day after the filing SEC of the initial preliminary Information Statement with the Commission, informed the Company that it intends its intent to review the Information Statement, within one (1) Business Day after the date on which the Commission confirms that it has no further comments on the Information Statement. The Company shall notify the Buyer promptly of (and in any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, the Company shall mail to the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing file with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to SEC the Information Statement in definitive form as contemplated by Rule 14c-2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and shall accept for inclusion in any amendments or supplements any reasonable comments made by the Buyer or its counsel that are provided in mail a timely manner. If at any time prior to the Specified Date any event shall occur, or fact or information shall be discovered, that should be set forth in an amendment or supplement to copy of the Information Statement so that such document would not include any misstatement to each of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Company shall prepare and file with the Commission such amendment or supplement, in consultation with and subject to review by the Buyer and its counsel as promptly as practicable and, to the extent required by law, cause such amendment or supplement to be disseminated to the holders of the Company’s voting securities entitled theretostockholders.

Information Statement. As promptly as possiblereasonably practicable after the date hereof, but in any event no later than September 14the Company shall take all steps within its control required under Section 228 of the DGCL and Regulation 14C promulgated under the Exchange Act to cause the approval and adoption of the Amendments to become effective under the DGCL. Without limiting the generality of the foregoing, 2022, the Investors and the Company shall cooperate and promptly prepare and the Company shall file with the Commission a preliminary SEC as soon as practicable an information statement with respect to the Amendments (the "Information Statement"). The Company will cause the Information Statement to comply as to form in accordance all material respects with Regulation 14C promulgated under the applicable provisions of the Exchange Act relating to the Shareholder Consent and Regulation 14C thereunder. The Company shall use its reasonable best efforts, and the Amendment. Prior to filing Investors will cooperate with the CommissionCompany, to have the Information Statement cleared by the SEC as promptly as practicable. The Company shall will provide Buyer and its counsel the Investors with a reasonable opportunity to review and comment on copy of the preliminary Information Statement and shall consider all modifications thereto prior to filing or delivery to the SEC and will consult with the Investors in good faith for inclusion in the preliminary Information Statement any comments made by Buyer or its counselconnection therewith. The Company shall use reasonable best efforts to respond shall, as promptly as practicable to practicable, (i) notify the Investors of any comments of (other than immaterial comments) received from the Commission SEC with respect to the preliminary Information Statement and of any request by the SEC for amendments or supplements to cause the Information Statement in definitive form to be mailed to the holders of the Company’s voting securities entitled to receive the same as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission if by such date the Commission has not informed the Company that it intends to review the Information Statement or for additional information, (ii) if provide the Commission has, by Investors with copies of all correspondence between the tenth (10th) calendar day after Company and the filing of SEC with respect to the initial preliminary Information Statement and (iii) advise the Investors of any verbal or telephonic comments received from the SEC with the Commission, informed the Company that it intends respect to review the Information Statement, within one (1) Business Day after the date on which the Commission confirms that it has no further comments on the Information Statement. The Company shall notify mail the Buyer promptly of (and in any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or to its stockholders as soon as practicable following the definitive Information Statement, and if required, the Company shall mail to the holders clearance of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing Information Statement with the Commission, the SEC. The Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to agrees that the Information Statement and shall accept for inclusion in any amendments or supplements any reasonable comments made by the Buyer or its counsel that are provided in a timely manner. If at any time prior to the Specified Date any event shall occur, or fact or information shall be discovered, that should be set forth in an each amendment or supplement to thereto at the Information Statement so that such document would time of mailing thereof will not include any misstatement an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are were made, not misleading; provided, however, that the Company foregoing shall prepare and file with the Commission such amendment or supplement, in consultation with and subject to review by the Buyer and its counsel as promptly as practicable and, not apply to the extent required that any such untrue statement of a material fact or omission to state a material fact was made by law, cause such the Company in reliance upon and in conformity with written information concerning the Investors furnished to the Company by the Investors specifically for use in the Information Statement. No amendment or supplement to the Information Statement will be disseminated to made by the holders Company without the approval of the Company’s voting securities entitled theretoInvestors (not to be unreasonably withheld or delayed).

Information Statement. As promptly soon as possiblepracticable after the execution of this Agreement, but in any event no later than September 14Company and Holdings shall prepare, 2022with the cooperation of Parent and furnish to their stockholders an information statement (the "Information Statement") for the stockholders of Company and Holdings to approve and adopt this Agreement, the Company Merger and the other transactions contemplated by this Agreement. The Information Statement shall file with constitute a disclosure document for the Commission a preliminary information statement in accordance with Regulation 14C promulgated under offer and issuance of the Exchange Act relating shares of Parent Common Stock to be received by the Shareholder Consent holders of Company Common Stock in the Merger and a proxy statement for solicitation of stockholder consent to or approval of this Agreement, the Merger and the Amendmentother transactions contemplated hereby. Prior to filing with the CommissionEach of Parent, the Company shall provide Buyer Holdings and its counsel a reasonable opportunity to review and comment on the preliminary Information Statement and shall consider in good faith for inclusion in the preliminary Information Statement any comments made by Buyer or its counsel. The Company shall use its reasonable best efforts to respond as promptly as practicable to any comments of the Commission with respect to the preliminary Information Statement and to cause the Information Statement in definitive form to be mailed comply with applicable federal and state securities laws requirements. Each of Parent, Holdings and Company agrees to provide promptly to the holders other such information concerning it and its respective affiliates, directors, officers and securityholders as, in the reasonable judgment of the Company’s voting securities entitled to receive the same as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission if by such date the Commission has not informed the Company that it intends to review the Information Statement other party or (ii) if the Commission hasits counsel, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the Commission, informed the Company that it intends to review may be required or appropriate for inclusion in the Information Statement, within one (1) Business Day after the date on which the Commission confirms that it has no further comments on the Information Statement. The Company shall notify the Buyer promptly of (and in any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, the Company shall mail to the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to the Information Statement and shall accept for inclusion in any amendments or supplements any reasonable comments made by the Buyer or thereto, and to cause its counsel that are provided and auditors to cooperate with the other's counsel and auditors in a timely mannerthe preparation of the Information Statement. If Company and Holdings will promptly advise Parent, and Parent will promptly advise Company and Holdings, in writing if at any time prior to the Specified Date Effective Time either Company, Holdings or Parent shall obtain knowledge of any event shall occur, facts that might make it necessary or fact or information shall be discovered, that should be set forth in an amendment appropriate to amend or supplement to the Information Statement so that such document would not include any misstatement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light contained or incorporated by reference therein not misleading or to comply with applicable law. The Information Statement shall contain the recommendations of the circumstances under which they Boards of Directors of Company and Holdings that the Company Stockholders and Holdings' stockholders approve and adopt this Agreement, the Merger and the other transactions contemplated by this Agreement, and the conclusion of the Boards of Directors that the terms and conditions of the Merger are madefair and reasonable and in the best interests of Company, not misleadingHoldings and their stockholders. Anything to the contrary contained herein notwithstanding, Holdings and the Company shall prepare not include in the Information Statement any information with respect to Parent or its affiliates or associates, the form and file with the Commission content of which information shall not have been expressly approved by Parent prior to such amendment or supplement, in consultation with and subject to review by the Buyer and its counsel as promptly as practicable and, to the extent required by law, cause such amendment or supplement to be disseminated to the holders of the Company’s voting securities entitled theretoinclusion.

Information Statement. As promptly as possiblepracticable after the execution of this Agreement, but Ultravisual and Emageon shall jointly prepare a statement pertaining to the Merger and this Agreement in any event no later than September 14, 2022, the Company shall file compliance with the Commission a preliminary information statement in accordance with Regulation 14C promulgated under requirements of the Exchange Laws of the State of Delaware and with Rule 506 under the Securities Act relating (the "INFORMATION STATEMENT") to be used in connection with obtaining the approval and adoption of this Agreement and approval of this Merger by the Ultravisual Stockholders. The Information Statement shall be in a form and content reasonably satisfactory to Emageon. Each of Emageon and Ultravisual agrees to provide promptly to the Shareholder Consent other such information concerning its business and financial statements and affairs as, in the Amendment. Prior to filing with reasonable judgment of the Commissionproviding party or its counsel, the Company shall provide Buyer and its counsel a reasonable opportunity to review and comment on the preliminary Information Statement and shall consider in good faith may be required or appropriate for inclusion in the preliminary Information Statement any comments made by Buyer or its counsel. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the Commission with respect to the preliminary Information Statement and to cause the Information Statement in definitive form to be mailed to the holders of the Company’s voting securities entitled to receive the same as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission if by such date the Commission has not informed the Company that it intends to review the Information Statement or (ii) if the Commission has, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the Commission, informed the Company that it intends to review the Information Statement, within one (1) Business Day after the date on which the Commission confirms that it has no further comments on the Information Statement. The Company shall notify the Buyer promptly of (and in any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, the Company shall mail to the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to the Information Statement and shall accept for inclusion in any amendments or supplements any reasonable comments made by the Buyer or thereto, and to cause its counsel that are provided and auditors to cooperate with the other's counsel and auditors in a timely mannerthe preparation of the Information Statement. If Ultravisual will promptly advise Emageon, and Emageon will promptly advise Ultravisual in writing if at any time prior to the Specified Date Effective Time either Ultravisual or Emageon, as applicable, shall obtain knowledge of any event shall occur, facts that make it necessary or fact or information shall be discovered, that should be set forth in an amendment appropriate to amend or supplement to the Information Statement so that such document would not include any misstatement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light contained or incorporated by reference therein not misleading or to comply with applicable law. The Information Statement shall contain the recommendation of the circumstances under which they Board of Directors of Ultravisual that Ultravisual Stockholders approve the Merger and this Agreement and the conclusion of the Board of Directors that the terms and conditions of the Merger are madeadvisable and fair and reasonable to and in the best interest of the Ultravisual Stockholders. Anything to the contrary contained herein notwithstanding, Ultravisual shall not misleadinginclude in the Information Statement any information with respect to Emageon, the Company form and content of which information shall prepare and file with the Commission not have been approved by Emageon prior to such amendment or supplement, in consultation with and subject to review by the Buyer and its counsel as promptly as practicable and, to the extent required by law, cause such amendment or supplement to be disseminated to the holders of the Company’s voting securities entitled theretoinclusion.

Information Statement. As promptly as possibleEach Party shall cooperate with the Other Party in the preparation of the preliminary and the definitive Information Statement, but in any event no later than September 14, 2022, the Company including all amendments or supplements thereto. Parent shall prepare and file with the Commission a SEC the preliminary information statement in accordance with Regulation 14C promulgated under Information Statement as promptly as reasonably practicable following the date of the Exchange Act relating to the Shareholder Consent and the Amendmentthis Agreement. Prior to No filing with the Commissionof, or amendment or supplement to, the Information Statement will be made by Parent without first providing the Company shall provide Buyer and its counsel a reasonable opportunity to review and comment on the preliminary Information Statement thereon, and Parent shall consider in good faith for inclusion all reasonable additions, deletions and changes suggested by the Company in connection therewith. Parent shall notify the preliminary Information Statement Company of the receipt of any comments made by Buyer or its counsel. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of from the Commission SEC with respect to the preliminary Information Statement and to cause of any requests by the Information Statement in definitive form to be mailed SEC for any amendment or supplement thereto or for additional information and shall provide to the holders of the Company’s voting securities entitled to receive the same as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission if by such date the Commission has not informed the Company that it intends to review the Information Statement or (ii) if the Commission has, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the Commission, informed the Company that it intends to review the Information Statement, within one (1) Business Day after the date on which the Commission confirms that it has no further comments on the Information Statement. The Company shall notify the Buyer promptly of (and in any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, the Company shall mail to the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment copies of all written correspondence between Parent or supplement. Prior to filing any of its Representatives and the SEC with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements respect to the Information Statement. If any comments are received from the staff of the SEC with respect to the preliminary Information Statement, Parent shall respond as promptly as reasonably practicable to such comments. The Company shall, as promptly as reasonably practicable, provide Parent with such information as may be required to be included in the Information Statement and shall accept for inclusion in or as may be reasonably required to respond to any amendments or supplements any reasonable comment of the SEC. As promptly as reasonably practicable after all comments made received from the staff of the SEC have been cleared by the Buyer or SEC, Parent shall file the definitive Information Statement with the SEC and cause such definitive Information Statement to be mailed to its counsel that are provided in a timely mannerstockholders of record. If at any time prior to the Specified Date LLC Merger Effective Time, any event shall occurinformation relating to the Company or Parent, or fact any of their respective Affiliates, directors or information shall be discoveredofficers, is discovered by the Company or Parent that should be set forth in an amendment or supplement to the Information Statement Statement, so that such document the Information Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are were made, not misleading, the Company Party that discovers such information shall prepare promptly notify the Other Party, and Parent shall promptly file with the Commission such SEC an appropriate amendment or supplement, in consultation with and subject to review by the Buyer and its counsel as promptly as practicable supplement describing such information and, to the extent required by lawapplicable Legal Requirements, cause disseminate such amendment or supplement to be disseminated to the holders stockholders of the Company’s voting securities entitled theretoParent.

Information Statement. As CyberGuard and SnapGear shall cooperate and promptly prepare an Information Statement/Private Placement Memorandum (the “Information Statement/Private Placement Memorandum”) with respect to the CyberGuard Common Stock and cash consideration issuable in the Merger, a portion of which Information Statement/Private Placement Memorandum shall also serve as possible, but the information statement with respect to the solicitation of consents of the stockholders of SnapGear in any event no later than September 14, 2022, the Company shall file connection with the Commission a preliminary information statement Merger. The respective parties will cause the Information Statement/Private Placement Memorandum to comply as to form in accordance all material respects with Regulation 14C promulgated under the applicable provisions of the Exchange Securities Act relating to the Shareholder Consent and the Amendmentrules and regulations thereunder. Prior CyberGuard shall use its best efforts to filing with obtain all necessary state securities law or “Blue Sky” permits or approvals required to carry out the Commission, transactions contemplated by this Agreement and will pay all expenses incident thereto. CyberGuard agrees that none of the Company shall provide Buyer and its counsel a reasonable opportunity information supplied or to review and comment on the preliminary Information Statement and shall consider in good faith be supplied by CyberGuard for inclusion in the preliminary Information Statement any comments made by Buyer or its counsel. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the Commission with respect to the preliminary Information Statement and to cause the Information Statement in definitive form to be mailed to the holders of the Company’s voting securities entitled to receive the same as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission if by such date the Commission has not informed the Company that it intends to review the Information Statement or (ii) if the Commission has, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the Commission, informed the Company that it intends to review the Information Statement, within one (1) Business Day after the date on which the Commission confirms that it has no further comments on the Information Statement. The Company shall notify the Buyer promptly of (/Private Placement Memorandum and in any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, the Company shall mail to the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to the Information Statement and shall accept for inclusion in any amendments or supplements any reasonable comments made by the Buyer or its counsel that are provided in a timely manner. If at any time prior to the Specified Date any event shall occur, or fact or information shall be discovered, that should be set forth in an each amendment or supplement to thereto, at the Information Statement so that such document would not include any misstatement time of mailing thereof and at the time of the consent of stockholders of SnapGear, will contain an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are were made, not misleading, . SnapGear agrees that none of the Company shall prepare information supplied or to be supplied by SnapGear for inclusion in the Information Statement/Private Placement Memorandum and file with the Commission such each amendment or supplementsupplement thereto, at the time of mailing thereof and at the time of the consent of stockholders of SnapGear, will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in consultation with light of the circumstances under which they were made, not misleading. For purposes of the foregoing, it is understood and subject agreed that information concerning or relating to review CyberGuard will be deemed to have been supplied by the Buyer CyberGuard and its counsel as promptly as practicable and, information concerning or relating to the extent required SnapGear will be deemed to have been supplied by law, cause such SnapGear. No amendment or supplement to the Information Statement/Private Placement Memorandum shall be disseminated to made by CyberGuard or SnapGear without the holders approval of the Company’s voting securities entitled theretoother party; provided, that either party may amend or supplement the Information Statement/Private Placement Memorandum if, upon advice of counsel, failure to do so would result in the Information Statement/Private Placement Memorandum containing false and misleading information.

Information Statement. As promptly as possible(a) Following the date of this Agreement, but in any event no later than September 14, 2022, the Company shall file prepare, with the Commission a preliminary cooperation of Parent, an information statement in accordance with Regulation 14C promulgated under for the holders of Company Capital Stock to approve this Agreement and the transactions contemplated hereby (the “Information Statement”). The Information Statement shall constitute a disclosure document for the offer and issuance of the Exchange Act relating shares of Parent Common Stock pursuant to the Shareholder Consent this Agreement. Company and the Amendment. Prior to filing with the Commission, the Company Parent shall provide Buyer and its counsel a each use commercially reasonable opportunity to review and comment on the preliminary Information Statement and shall consider in good faith for inclusion in the preliminary Information Statement any comments made by Buyer or its counsel. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the Commission with respect to the preliminary Information Statement and to cause the Information Statement in definitive form to be mailed comply with applicable federal and state securities laws requirements. Each of Parent and Company agree to provide promptly to the holders other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the Company’s voting securities entitled to receive the same as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission if by such date the Commission has not informed the Company that it intends to review the Information Statement providing party or (ii) if the Commission hasits counsel, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the Commission, informed the Company that it intends to review may be required or appropriate for inclusion in the Information Statement, within one (1) Business Day after the date on which the Commission confirms that it has no further comments on the Information Statement. The Company shall notify the Buyer promptly of (and in any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, the Company shall mail to the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to the Information Statement and shall accept for inclusion in any amendments or supplements any reasonable comments made by the Buyer or thereto, and to cause its counsel that are provided and auditors to cooperate with the other’s counsel and auditors in a timely mannerthe preparation of the Information Statement. If Company will promptly advise Parent, and Parent will promptly advise Company, in writing if at any time prior to the Specified Date Effective Time of Merger I either shall obtain knowledge of any event shall occur, facts that might make it necessary or fact or information shall be discovered, that should be set forth in an amendment appropriate to amend or supplement to the Information Statement so that such document would not include any misstatement of a material fact or omit to state any material fact necessary in order to make the statements thereincontained or incorporated by reference therein not misleading or to comply with applicable law. Subject to Section 5.2(a)(ii), (A) the Information Statement shall include a statement to the effect that the board of directors of Company unanimously recommends that Company’s stockholders vote to adopt this Agreement (the unanimous recommendation of Company’s board of directors that Company’s stockholders vote to adopt this Agreement being referred to as the “Company Board Recommendation”); and (B) the Company Board Recommendation shall not be withdrawn or modified in light a manner adverse to Parent, and no resolution by the board of directors of Company or any committee thereof to withdraw or modify the circumstances under which they are made, Company Board Recommendation in a manner adverse to Parent shall be adopted or proposed. Company shall not misleadinginclude in the Information Statement any information with respect to Parent or its affiliates, the Company form and content of which information shall prepare and file with the Commission not have been approved by Parent prior to such amendment or supplement, in consultation with and subject to review by the Buyer and its counsel as promptly as practicable and, to the extent required by law, cause such amendment or supplement to be disseminated to the holders of the Company’s voting securities entitled theretoinclusion.

Information Statement. As promptly soon as possible, but in any event no later than September 14, 2022practicable after the execution of this Agreement, the Company shall file prepare, with the Commission a preliminary cooperation of Parent, an information statement in accordance with Regulation 14C promulgated under for the stockholders of the Exchange Act relating Company with respect to approval of the principal terms of this Agreement and the Merger (such information statement, together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Shareholder Consent Company's stockholders, the "Information Statement"). The Information Statement shall also constitute a disclosure document for the offer and issuance of the Amendmentshares of Parent Common Stock to be received by the holders of Company Capital Stock in the Merger. Prior to filing with the Commission, Parent and the Company shall provide Buyer and each use its counsel a reasonable opportunity to review and comment on the preliminary Information Statement and shall consider in good faith for inclusion in the preliminary Information Statement any comments made by Buyer or its counsel. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the Commission with respect to the preliminary Information Statement and to cause the Information Statement to comply in definitive form all material respects with applicable federal and state securities laws requirements. Each of Parent and the Company agrees to be mailed provide promptly to the holders other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the Company’s voting securities entitled to receive the same as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission if by such date the Commission has not informed the Company that it intends to review the Information Statement providing party or (ii) if the Commission hasits counsel, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the Commission, informed the Company that it intends to review may be required or appropriate for inclusion in the Information Statement, within one (1) Business Day after or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the date on which other's counsel and auditors in the Commission confirms that it has no further comments on preparation of the Information Statement. The Company shall notify the Buyer will promptly of (advise Parent and in any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, Parent will promptly advise the Company shall mail to the holders of the Company’s voting securities entitled theretoin writing if, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to the Information Statement and shall accept for inclusion in any amendments or supplements any reasonable comments made by the Buyer or its counsel that are provided in a timely manner. If at any time prior to the Specified Date Effective Time, either the Company or Parent shall obtain knowledge of any event shall occur, facts that might make it necessary or fact or information shall be discovered, that should be set forth in an amendment appropriate to amend or supplement to the Information Statement so that such document would not include any misstatement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light contained or incorporated by reference therein not misleading or to comply with applicable law. The Information Statement shall include the declaration of the circumstances under which they are made, not misleadingBoard of Directors of the Company of the advisability of the Merger and its recommendation that the Company stockholders approve the Merger. Anything to the contrary contained herein notwithstanding, the Company shall prepare not include in the Information Statement any information with respect to Parent or its affiliates or associates, the form and file with the Commission content of which information shall not have been approved by Parent prior to such amendment or supplementinclusion, in consultation with and subject to review by the Buyer and its counsel as promptly as practicable and, to the extent required by law, cause such amendment or supplement to which consent shall not be disseminated to the holders of the Company’s voting securities entitled theretounreasonably withheld.

Information Statement. As promptly as possiblereasonably practicable after the date hereof, but in any event no later than September 14the Company shall take all steps within its control required under Section 228 of the DGCL and Regulation 14C promulgated under the Exchange Act to cause the approval and adoption of the Amendments to become effective under the DGCL. Without limiting the generality of the foregoing, 2022, the Investors and the Company shall cooperate and promptly prepare and the Company shall file with the Commission a preliminary SEC as soon as practicable an information statement with respect to the Amendments (the “Information Statement”). The Company will cause the Information Statement to comply as to form in accordance all material respects with Regulation 14C promulgated under the applicable provisions of the Exchange Act relating to the Shareholder Consent and Regulation 14C thereunder. The Company shall use its reasonable best efforts, and the Amendment. Prior to filing Investors will cooperate with the CommissionCompany, to have the Information Statement cleared by the SEC as promptly as practicable. The Company shall will provide Buyer and its counsel the Investors with a reasonable opportunity to review and comment on copy of the preliminary Information Statement and shall consider all modifications thereto prior to filing or delivery to the SEC and will consult with the Investors in good faith for inclusion in the preliminary Information Statement any comments made by Buyer or its counselconnection therewith. The Company shall use reasonable best efforts to respond shall, as promptly as practicable to practicable, (i) notify the Investors of any comments of (other than immaterial comments) received from the Commission SEC with respect to the preliminary Information Statement and of any request by the SEC for amendments or supplements to cause the Information Statement in definitive form to be mailed to the holders of the Company’s voting securities entitled to receive the same as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission if by such date the Commission has not informed the Company that it intends to review the Information Statement or for additional information, (ii) if provide the Commission has, by Investors with copies of all correspondence between the tenth (10th) calendar day after Company and the filing of SEC with respect to the initial preliminary Information Statement and (iii) advise the Investors of any verbal or telephonic comments received from the SEC with the Commission, informed the Company that it intends respect to review the Information Statement, within one (1) Business Day after the date on which the Commission confirms that it has no further comments on the Information Statement. The Company shall notify mail the Buyer promptly of (and in any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or to its stockholders as soon as practicable following the definitive Information Statement, and if required, the Company shall mail to the holders clearance of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing Information Statement with the Commission, the SEC. The Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to agrees that the Information Statement and shall accept for inclusion in any amendments or supplements any reasonable comments made by the Buyer or its counsel that are provided in a timely manner. If at any time prior to the Specified Date any event shall occur, or fact or information shall be discovered, that should be set forth in an each amendment or supplement to thereto at the Information Statement so that such document would time of mailing thereof will not include any misstatement an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are were made, not misleading; provided, however, that the Company foregoing shall prepare and file with the Commission such amendment or supplement, in consultation with and subject to review by the Buyer and its counsel as promptly as practicable and, not apply to the extent required that any such untrue statement of a material fact or omission to state a material fact was made by law, cause such the Company in reliance upon and in conformity with written information concerning the Investors furnished to the Company by the Investors specifically for use in the Information Statement. No amendment or supplement to the Information Statement will be disseminated to made by the holders Company without the approval of the Company’s voting securities entitled theretoInvestors (not to be unreasonably withheld or delayed).

Information Statement. As promptly as possibleOn or before ninety (90) days after the date of this Agreement, but BLBX in any event no later than September 14cooperation with Evtec, 2022, the Company shall prepare and file with the Commission SEC a preliminary information statement in accordance with Regulation 14C promulgated under of the Exchange Act relating to the Shareholder Stockholder Consent and the Amendment. Prior to filing executed in connection with the CommissionExchange (the definitive form of such information statement, together with any amendments thereof or supplements thereto, the Company “Information Statement”). BLBX will, reasonably promptly following the receipt thereof, make available to Evtec any SEC correspondence related to the Information Statement. Each of BLBX and Evtec shall provide Buyer and its counsel a use their commercially reasonable opportunity efforts to review and comment on cause the preliminary definitive Information Statement and shall consider in good faith for inclusion in the preliminary Information Statement any comments made by Buyer or its counsel. The Company shall use reasonable best efforts to respond be mailed to BLBX Stockholders as promptly as practicable to any comments of the Commission with respect to the preliminary Information Statement and to cause the Information Statement in definitive form to be mailed to the holders of the Company’s voting securities entitled to receive the same as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission if by such date the Commission has not informed the Company that it intends to review the Information Statement or (ii) if the Commission has, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the Commission, informed the Company that it intends to review the Information Statement, within one (1) Business Day after the date on which the Commission confirms that it has no further comments on the Information Statement. The Company shall notify the Buyer promptly of (and in any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if requiredshall take all or any action required under any applicable federal, state, securities and other Legal Requirements in connection with the Company issuance of the Series B Shares in the Exchange. Each of BLBX and Evtec shall mail furnish all information concerning such Party, such Party’s Subsidiaries and such Party’s directors, executive officers and shareholders, as applicable, to the holders other parties as the other parties may reasonably request in connection with such actions and the preparation of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplementInformation Statement. Prior to filing with the Commission, the Company shall provide the Buyer BLBX covenants and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to agrees that the Information Statement (and shall accept for inclusion in the letter to stockholders included therewith) will not contain any amendments or supplements any reasonable comments made by the Buyer or its counsel that are provided in a timely manner. If at any time prior to the Specified Date any event shall occur, or fact or information shall be discovered, that should be set forth in an amendment or supplement to the Information Statement so that such document would not include any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not misleading. Evtec covenants and agrees that the information supplied by Evtec to BLBX for inclusion in the Information Statement will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information, in light of the Company circumstances under which they were made, not misleading. Notwithstanding the foregoing, BLBX makes no covenant, representation or warranty with respect to statements made in the Information Statement (and the letter to stockholders included therewith), if any, based on information provided by or on behalf of Evtec or any of its Representatives for inclusion therein. If BLBX or Evtec become aware of any event or information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Information Statement, then such party shall prepare promptly inform the other parties thereof and file shall cooperate with the Commission such other parties in filing such amendment or supplementsupplement with the SEC and, if appropriate, in consultation with and subject to review by the Buyer and its counsel as promptly as practicable and, to the extent required by law, cause mailing such amendment or supplement to be disseminated to the holders of the Company’s voting securities entitled theretoBLBX Stockholders.

Information Statement. As The Company shall use its reasonable best efforts to file the Preliminary Information Statement with the SEC as promptly as possiblepracticable after the date hereof. The Company shall use its reasonable best efforts to cause the Definitive Information Statement to be filed with the SEC and mailed to the Company stockholders as promptly as practicable after receipt of a no review decision or any further comments from the staff of the SEC on the Preliminary Information Statement. No filing of, but in any event no later than September 14, 2022or amendment or supplement to, the Company shall file with Preliminary Information Statement or the Commission a preliminary information statement in accordance with Regulation 14C promulgated under of the Exchange Act relating to the Shareholder Consent and the Amendment. Prior to filing with the Commission, Definitive Information Statement will be made by the Company shall provide Buyer and its counsel without providing the Lenders a reasonable opportunity to review and comment on the preliminary Information Statement reasonably and shall consider in good faith for inclusion in thereon, except to the preliminary Information Statement any comments made by Buyer or its counsel. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the Commission extent doing so would not permit compliance with Applicable Law with respect thereto. If any information relating to the preliminary Information Statement and to cause the Information Statement in definitive form to Company, or any of its Affiliates, directors or officers, should be mailed to the holders of the Company’s voting securities entitled to receive the same as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission if discovered by such date the Commission has not informed the Company that it intends which is required to review the Information Statement or (ii) if the Commission has, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the Commission, informed the Company that it intends to review the Information Statement, within one (1) Business Day after the date on which the Commission confirms that it has no further comments on the Information Statement. The Company shall notify the Buyer promptly of (and in any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, the Company shall mail to the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to the Information Statement and shall accept for inclusion in any amendments or supplements any reasonable comments made by the Buyer or its counsel that are provided in a timely manner. If at any time prior to the Specified Date any event shall occur, or fact or information shall be discovered, that should be set forth in an amendment or supplement to the Definitive Information Statement Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Company shall prepare promptly notify the Lenders and file an appropriate amendment or supplement describing such information shall be promptly filed with the Commission such amendment or supplement, in consultation with and subject to review by the Buyer and its counsel as promptly as practicable SEC and, to the extent required by lawApplicable Law, cause such amendment or supplement to be disseminated to the Company stockholders. The Company shall promptly notify the Lenders of the receipt of any and all comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Preliminary Information Statement or the Definitive Information Statement for additional information and shall supply the Lenders with copies of all correspondence between it or any of its representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Preliminary Information Statement, the Definitive Information Statement or the Restructuring Transactions. The Company shall respond to any and all comments from the SEC or the staff of the SEC and to any request by the SEC or the staff of the SEC for amendments or supplements to the Preliminary Information Statement or the Definitive Information Statement, as promptly as practicable. Any response to the SEC and any amendments or supplements to the Preliminary Information Statement or the Definitive Information Statement shall be subject to the Lenders’ approval, which approval shall not be unreasonably withheld or delayed. The issuance of the Resulting Shares and the Charter Amendment contemplated by the Company Stockholder Approval may not occur or become effective, as the case may be, prior to the end of the 20 calendar days’ waiting period after the Definitive Information Statement is sent to all holders of Common Stock as of the Company’s voting securities entitled theretoRecord Date in accordance with Rule 14c-2(b) of the Exchange Act.

Information Statement. As promptly Promptly after the execution of this Agreement, Company shall prepare, with the cooperation of Parent, two Information Statements, both in compliance with the requirements under Delaware Law and one in compliance with Rule 506 under the Securities Act and one in compliance with Regulation S promulgated thereunder, which Information Statements shall also include an offering circular, which shall comply as possible, but to form and substance in any event no later than September 14, 2022all material respects with the applicable provisions of the Securities Act, the blue sky laws and all rules and regulations promulgated thereunder (collectively, the "Information Statement") to be used in connection with obtaining the approval and adoption of this Agreement and approval of the Merger by the Company Stockholders. The Information Statement shall be in form and substance reasonably satisfactory to Parent. Company shall file with the Commission a preliminary information statement in accordance with Regulation 14C promulgated under of the Exchange Act relating to the Shareholder Consent and the Amendment. Prior to filing with the Commission, the Company shall provide Buyer and its counsel a reasonable opportunity to review and comment on the preliminary Information Statement and shall consider in good faith for inclusion in the preliminary Information Statement any comments made by Buyer or its counsel. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the Commission with respect to the preliminary Information Statement and to cause mail the Information Statement in definitive form to be mailed to the holders of the Company’s voting securities all Company Stockholders entitled to receive such notice under Delaware Law. The Information Statement shall constitute a disclosure document for the same as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing offer and issuance of the preliminary Information Statement with the Commission if shares of Parent Common Stock to be received by such date the Commission has not informed the Company that it intends to review Stockholders in the Information Statement or (ii) if the Commission has, by the tenth (10th) calendar day after the filing Merger and a proxy statement for solicitation of stockholder approval and adoption of this Agreement and approval of the initial preliminary Information Statement with the CommissionMerger. If, informed the Company that it intends to review the Information Statement, within one (1) Business Day after the date on which the Commission confirms that it has no further comments on the Information Statement. The Company shall notify the Buyer promptly of (and in any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, the Company shall mail to the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to the Information Statement and shall accept for inclusion in any amendments or supplements any reasonable comments made by the Buyer or its counsel that are provided in a timely manner. If at any time prior to the Specified Date Closing Date, (i) any event shall occur, or fact or information shall should be discovered, that discovered by Parent or Merger Sub which should be set forth in an amendment to the Information Statement, Parent shall promptly inform Company, and (ii) any event or supplement information should be discovered by Company which should be set forth in an amendment to the Information Statement, Company shall promptly inform Parent, and Company shall prepare, with the cooperation of Parent, an amendment to the Information Statement so that disclosing such document would not include any misstatement of a material fact event or omit to state any material fact necessary to make the statements thereininformation, in light of the circumstances under which they are made, not misleading, the and Company shall prepare mail, and file with the Commission such amendment or supplement, in consultation with and subject to review by the Buyer and its counsel as promptly as practicable and, Parent shall cooperate to the extent required by lawnecessary in mailing, cause such amendment or supplement to the Company Stockholders. The Information Statement shall include the recommendation of the Board of Directors of Company that the Company Stockholders vote in favor of the approval and adoption of this Agreement and approval of the Merger; provided that such recommendation may not be disseminated included or may be withdrawn if previously included if (i) none of Company, its subsidiaries and their respective officers, directors, employees or other agents and representatives violated any of the restrictions in Section 4.3 hereof, and (ii) following consultation with outside legal counsel, Company's Board of Directors determines that the inclusion of such recommendation or the failure to withdraw such recommendation would be inconsistent with the fiduciary duties of the Board of Directors of Company to the holders of the Company’s voting securities entitled theretoCompany Stockholders under applicable laws.

Information Statement. As Subject to receipt from American of the requisite audited and unaudited financial statements to be included in the Proxy Statement, as promptly as possiblereasonably practicable after the execution of this Agreement, but in any event no later than September 14American and Marwich Colorado shall prepare, 2022, the Company and Marwich Colorado shall file with the Commission a SEC in preliminary information statement in accordance with form, an Information Statement pursuant to Regulation 14C promulgated under of the Exchange Act relating Act. The Information Statement shall provide information to the Shareholder Consent Marwich Colorado’s stockholders with respect to the Reincorporation, the matters contemplated by this Agreement, and the Amendmentother matters listed in Exhibit A to this Agreement, in addition to such other matters as Marwich Colorado may deem appropriate. Prior to filing with the Commission, the Company shall provide Buyer Each of American and its counsel a reasonable opportunity to review and comment on the preliminary Information Statement and shall consider in good faith for inclusion in the preliminary Information Statement any comments made by Buyer or its counsel. The Company Marwich Colorado shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments of the Commission SEC with respect to the preliminary Information Statement and thereto. Marwich Colorado shall use its reasonable best efforts to cause the Information Statement in definitive form to be mailed to the holders of the Company’s voting securities entitled to receive the same its stockholders as promptly as reasonably practicable after (i) filing with or, if necessary, clearance from the tenth (10th) calendar day after the initial filing SEC. American shall furnish all information as may be required to comply in all material respects with all applicable requirements of the preliminary Information Statement with Exchange Act and the Commission if by such date the Commission has not informed the Company that it intends to review the Information Statement or (ii) if the Commission has, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the Commission, informed the Company that it intends to review the Information Statement, within one (1) Business Day after the date on which the Commission confirms that it has no further comments on the Information Statement. The Company shall notify the Buyer promptly of (rules and in any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, the Company shall mail to the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to the Information Statement and shall accept for inclusion in any amendments or supplements any reasonable comments made by the Buyer or its counsel that are provided in a timely mannerregulations promulgated thereunder. If at any time prior to the Specified Date receipt of Marwich Colorado Stockholder Approval, any event shall occurinformation relating to American, any American Subsidiary, Marwich Nevada, Marwich Colorado or Merger Sub, or fact any of their respective Affiliates, directors or information shall officers, should be discovereddiscovered by American, that any American Subsidiary, Marwich Nevada, Marwich Colorado or Merger Sub which should be set forth in an amendment or supplement to the Information Statement Statement, so that either such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Company party which discovers such information shall prepare promptly notify the other parties hereto and file an appropriate amendment or supplement describing such information shall be promptly filed with the Commission such amendment or supplement, in consultation with and subject to review by the Buyer and its counsel as promptly as practicable SEC and, to the extent required by lawapplicable laws or the SEC, cause such amendment or supplement to be disseminated to the holders stockholders of Marwich Colorado. Marwich Colorado shall notify American promptly of the Company’s voting securities entitled theretoreceipt of any comments from the SEC or the staff of the SEC for amendments or supplements to the Information Statement or for additional information and shall supply American with copies of (i) all correspondence between Marwich Colorado or any of its Representatives, on the one hand, and the SEC or staff of the SEC, on the other hand, with respect to the Information Statement or the Merger.

Information Statement. As promptly as possible, but in any event no later than September 14, 2022Immediately following the execution of this Agreement, the Company shall file with the Commission a preliminary transmit to each Stockholder an information statement in accordance with Regulation 14C promulgated under of form and substance reasonably acceptable to APC (as the Exchange Act relating same may be amended and supplemented from time to time, the “Information Statement”) for Stockholders to approve this Agreement and the transactions contemplated hereby pursuant to the Shareholder Consent and the Amendment. Prior to filing with the Commission, the Company shall provide Buyer and its counsel a reasonable opportunity to review and comment on the preliminary Information Statement and shall consider in good faith for inclusion in the preliminary Information Statement any comments made by Buyer or its counselStockholders’ Written Consent. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the Commission with respect to the preliminary Information Statement and to cause the Information Statement advise APC in definitive form to be mailed to the holders of the Company’s voting securities entitled to receive the same as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission writing if by such date the Commission has not informed the Company that it intends to review the Information Statement or (ii) if the Commission has, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the Commission, informed the Company that it intends to review the Information Statement, within one (1) Business Day after the date on which the Commission confirms that it has no further comments on the Information Statement. The Company shall notify the Buyer promptly of (and in any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, the Company shall mail to the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to the Information Statement and shall accept for inclusion in any amendments or supplements any reasonable comments made by the Buyer or its counsel that are provided in a timely manner. If at any time prior to the Specified Date Effective Time the Company obtains knowledge of any event shall occur, facts that might make it necessary or fact or information shall be discovered, that should be set forth in an amendment appropriate to amend or supplement to the Information Statement so that such document would not include any misstatement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light contained therein not misleading. The Information Statement shall contain (i) the unanimous recommendation of the circumstances board of directors of the Company that the Stockholders approve this Agreement and the transactions contemplated hereby and the unanimous conclusion of the board of directors that the terms and conditions of the Merger are fair and reasonable to the Stockholders; (ii) any notices required by the ABCA; and (iii) the notice of appraisal and/or dissenters’ rights required pursuant to the ABCA to Stockholders who may elect to exercise such rights under which they are madethe ABCA in connection with the transactions contemplated hereby. The Company will provide copies of drafts of the Information Statement to APC and will mail the Information Statement to Stockholders only after APC and its legal counsel shall have approved and agreed to the content of the disclosure in the Information Statement (such approval not to be unreasonably withheld, not misleadingdelayed or conditioned). Notwithstanding anything to the contrary contained herein, the Company shall prepare not include in the Information Statement any information with respect to APC or its Affiliates, the form and file with content of which information shall not have been approved in writing by APC prior to such inclusion. Following the Commission such amendment or supplementmailing of the Information Statement to Stockholders, in consultation with and subject to review the Company shall deliver by any manner permitted by the Buyer and its counsel as promptly as practicable and, ABCA any subsequent notice required to be delivered with respect to appraisal rights pursuant to the extent required by law, cause such amendment or supplement to be disseminated to the holders of the Company’s voting securities entitled theretoABCA.

Information Statement. As promptly as possiblereasonably practicable following the date of this Agreement, but APTI and CCHI shall cooperate in any event no later than September 14, 2022, the Company preparing and shall file cause to be filed with the Commission SEC a preliminary information statement in accordance with Regulation 14C promulgated under mutually acceptable Information Statement, pursuant to Section 14(c) of the Securities and Exchange Act relating to of 1934, (the Shareholder Consent “Information Statement”). Each of APTI and the Amendment. Prior to filing with the Commission, the Company shall provide Buyer and its counsel a reasonable opportunity to review and comment on the preliminary Information Statement and shall consider in good faith for inclusion in the preliminary Information Statement any comments made by Buyer or its counsel. The Company CCHI shall use reasonable best efforts to respond have the Information Statement cleared by the SEC. Each of APTI and CCHI shall, as promptly as practicable to after receipt thereof, provide the other parties with copies of any comments written comments, and advise each other of the Commission any oral comments, with respect to the preliminary Information Statement and to cause the Information Statement in definitive form to be mailed to the holders of the Company’s voting securities entitled to receive the same as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission if by such date the Commission has not informed the Company that it intends to review the Information Statement or (ii) if the Commission has, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the Commission, informed the Company that it intends to review the Information Statement, within one (1) Business Day after the date on which the Commission confirms that it has no further comments on the Information Statement. The Company shall notify the Buyer promptly of (and in any event no more than one (1) Business Day after) the receipt of any comments received from the Commission or its staff SEC. APTI and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, CCHI shall cooperate and if required, the Company shall mail to the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the Commission, the Company shall provide the Buyer and its counsel other parties with a reasonable opportunity to review and comment on any such amendments amendment or supplements supplement to the Information Statement prior to filing such with the SEC, and each will provide each other party with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Information Statement shall be made without the approval of both APTI and CCHI, which approval shall not be unreasonably withheld or delayed; provided that, with respect to documents filed by a party hereto that are incorporated by reference in the Information Statement, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations; and provided, further, that APTI, in connection with a change in the recommendation of the APTI Board as to the Transaction, and CCHI, in connection with a change in the recommendation of the CCHI Board as to the Transaction, may amend or supplement the Information Statement (including by incorporation by reference) to effect such a change, and in such event, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, and shall accept be subject to the right of each party to have its Board of Directors’ deliberations and conclusions accurately described. APTI will use reasonable best efforts to cause the Information Statement to be mailed to APTI shareholders, as promptly as practicable after the Information Statement has been reviewed and approved for inclusion in any amendments or supplements any reasonable comments made by the Buyer or its counsel that are provided in a timely mannermailing. If If, at any time prior to the Specified Date Effective Time, any event shall occurinformation relating to APTI or CCHI, or fact any of their respective Affiliates, officers or directors, is discovered by APTI or CCHI and such information shall be discovered, that should be set forth in an amendment or supplement to the Information Statement so that any of such document documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are were made, not misleading, the Company party hereto discovering such information shall prepare and file with promptly notify the Commission such amendment or supplement, in consultation with and subject to review by the Buyer and its counsel as promptly as practicable other parties and, to the extent required by law, cause such rules or regulations, an appropriate amendment or supplement to describing such information shall be promptly filed with the SEC and disseminated to the holders stockholders of the Company’s voting securities entitled theretoAPTI.

Information Statement. As The Company will use its best efforts to prepare and file with the SEC as promptly as possible, is reasonably practicable (but in any event no not later than September 14March 20, 2022, 2010) the Company shall file Information Statement in a form that complies in all material respects with the Commission a preliminary information statement in accordance with Regulation 14C promulgated under requirements of the Exchange Act relating and the rules and regulations promulgated thereunder. HCC and its Affiliates shall furnish to the Shareholder Consent and the Amendment. Prior to filing with the Commission, the Company shall provide Buyer and its counsel a reasonable opportunity to review and comment on the preliminary Information Statement and shall consider in good faith all information requested concerning itself which is required or customary for inclusion in the preliminary Information Statement any comments made by Buyer or its counselStatement. The Company shall use reasonable best efforts and HCC each agrees to respond as promptly as is practicable to any comments of the Commission with respect to the preliminary Information Statement and to cause the Information Statement in definitive form to be mailed to the holders of the Company’s voting securities entitled to receive the same as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission if by such date the Commission has not informed the Company that it intends to review the Information Statement or (ii) if the Commission has, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the Commission, informed the Company that it intends to review SEC on the Information Statement, within one (1) Business Day and the Company agrees to mail the Information Statement to all of the Company's stockholders promptly after the date on which Company learns that the Commission confirms Information Statement will not be reviewed or that it the SEC staff has no further comments thereon. The Company covenants and agrees that the Information Statement and any amendment thereof or supplement thereto to be sent to the stockholders of the Company in connection with the Transactions will comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder. The information provided by any party hereto for use in or incorporation by reference in the Information Statement shall be true and correct in all material respects, at the date mailed to stockholders of the Company, without omission of any material fact which is required to make such information not false or misleading. All financial projections and other forecasts prepared by the Company for use in or incorporation by reference in the Information Statement were, or shall be, as applicable, prepared in good faith based on reasonable assumptions and represent the Company's good faith estimate of future results based on information available as of the date of the Information Statement. The Company shall notify the Buyer promptly of (and No representation, covenant or agreement is made by any party hereto with respect to information supplied in writing by any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, the Company shall mail to the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to the Information Statement and shall accept other party specifically for inclusion in any amendments or supplements any reasonable comments made by the Buyer or its counsel that are provided in a timely mannerInformation Statement. If at any time prior to the Specified Closing Date any event shall occurinformation relating to the Company or HCC, or fact any of their respective Affiliates, officers or information shall directors, should be discovered, that discovered by the Company or HCC which should be set forth in an amendment or supplement to the Information Statement Statement, so that such document the Information Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are were made, not misleading, the Company party which discovers such information shall prepare promptly notify the other parties hereto and file an appropriate amendment or supplement describing such information shall be promptly filed with the Commission such amendment or supplement, in consultation with and subject to review by the Buyer and its counsel as promptly as practicable SEC and, to the extent required by lawLaw, cause such amendment or supplement to be disseminated to the holders shareholders of the Company’s voting securities entitled thereto.

Information Statement. As promptly soon as possiblepracticable, but and in any event case, no later than September 14, 2022, 10 Business Days following delivery by the Company to Buyer of an unaudited consolidated balance sheet, changes in stockholders equity and statements of income and cash flow of the Company and its Subsidiaries as of and for the six-month period ended June 30, 2016 (the “June 2016 Interim Financial Statements”), Buyer shall prepare and file a preliminary copy of the Information Statement with the Commission a preliminary SEC. The Company shall furnish all information statement concerning the Company and its Affiliates to Buyer as may be required, and provide such other assistance, as may be reasonably requested, in accordance connection with Regulation 14C promulgated under the preparation and filing of the Exchange Act relating Information Statement, including providing to Buyer no later than 60 days following the last day of such quarter (and using its reasonable best efforts to provide to Buyer no later than 45 days following the last day of such quarter) the June 2016 Interim Financial Statements. Buyer shall promptly notify the Company upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Shareholder Consent Information Statement, and Buyer shall promptly provide the Company with copies of all correspondence between it (or its representatives), on one hand, and the AmendmentSEC, on the other hand. Prior Buyer shall respond as promptly as practicable to any comments from the SEC with respect to the Information Statement. Notwithstanding the foregoing, prior to filing the Information Statement or mailing the Information Statement or responding to any comments of the SEC with the Commissionrespect thereto, Buyer (i) shall provide the Company shall provide Buyer and its counsel with a reasonable opportunity to review and comment on such document or response (including the preliminary Information Statement proposed final version of such document or response) and (ii) shall consider in good faith for inclusion in the preliminary Information Statement any all comments made reasonably proposed by Buyer or its counsel. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the Commission with respect to the preliminary Information Statement and to cause the Information Statement in definitive form to be mailed to the holders of the Company’s voting securities entitled to receive the same as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission if by such date the Commission has not informed the Company that it intends to review the Information Statement or (ii) if the Commission has, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the Commission, informed the Company that it intends to review the Information Statement, within one (1) Business Day after the date on which the Commission confirms that it has no further comments on the Information Statement. The Company shall notify the Buyer promptly of (and in any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, the Company shall mail to the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to the Information Statement and shall accept for inclusion in any amendments or supplements any reasonable comments made by the Buyer or its counsel that are provided in a timely manner. If at any time prior to the Specified Date Effective Time any event shall occurinformation relating to Buyer or the Company, or fact any of their respective Affiliates, officers or information shall directors, should be discovered, identified by Buyer or the Company that should be set forth in an amendment or supplement to the Information Statement Statement, so that such document the Information Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are were made, not misleading, the Company party which discovers such information shall prepare promptly notify the other party hereto and file an appropriate amendment or supplement describing such information shall be promptly filed with the Commission such amendment or supplement, in consultation with and subject to review by the Buyer and its counsel as promptly as practicable SEC and, to the extent required by lawLaw, cause such amendment or supplement to be disseminated to the stockholders of Buyer. Buyer shall cause the Information Statement to be mailed to holders of shares of capital stock of Buyer as promptly as practicable after the Company’s voting securities entitled theretodate on which the SEC confirms it has no more comments on the Information Statement. Buyer makes no representation or warranty with respect to any statements included in the Information Statement supplied by or on behalf of the Company specifically for inclusion therein.

Information Statement. As promptly soon as possiblepracticable after the execution of this Agreement, but Acquiror and Target shall prepare an Information Statement for the stockholders of Target to approve (by vote or written consent in any event no later than September 14lieu thereof) this Agreement, 2022and the transactions contemplated hereby, and as notice to the Company shall file with the Commission a preliminary information statement in accordance with Regulation 14C promulgated under other stockholders of Target of the Exchange Act relating to the Shareholder Consent Merger and the Amendmenttheir rights under Delaware Law. Prior to filing with the Commission, the Company shall provide Buyer and its counsel a reasonable opportunity to review and comment on the preliminary The Information Statement shall constitute a disclosure document for the offer and shall consider in good faith for inclusion issuance of the shares of Acquiror Common Stock to be received by the holders of Target Capital Stock in the preliminary Information Statement any comments made by Buyer or its counselMerger. The Company Acquiror and Target shall use reasonable their respective best efforts to respond as promptly as practicable to any comments of the Commission with respect to the preliminary Information Statement and to cause the Information Statement in definitive form to be mailed comply with applicable federal and state securities laws requirements. Each of Acquiror and Target agrees to provide promptly to the holders other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the Company’s voting securities entitled to receive the same as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission if by such date the Commission has not informed the Company that it intends to review the Information Statement providing party or (ii) if the Commission hasits counsel, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the Commission, informed the Company that it intends to review may be required or appropriate for inclusion in the Information Statement, within one (1) Business Day after the date on which the Commission confirms that it has no further comments on the Information Statement. The Company shall notify the Buyer promptly of (and in any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, the Company shall mail to the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to the Information Statement and shall accept for inclusion in any amendments or supplements any reasonable comments made by the Buyer or thereto, and to cause its counsel that are provided and auditors to cooperate with the other's counsel and auditors in a timely mannerthe preparation of the Information Statement. If Target will promptly advise Acquiror, and Acquiror will promptly inform Target, in writing if at any time prior to the Specified Date Effective Time either Target or Acquiror shall obtain knowledge of any event shall occur, facts that might make it necessary or fact or information shall be discovered, that should be set forth in an amendment appropriate to amend or supplement to the Information Statement so that such document would not include any misstatement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light contained or incorporated by reference therein not misleading or to comply with applicable law. The Information Statement shall contain the recommendation of the circumstances under which they Board of Directors of Target that the Target stockholders approve the Merger and this Agreement and the conclusion of the Board of Directors that the terms and conditions of the Merger are madefair and reasonable to the stockholders of Target. Anything to the contrary contained herein notwithstanding, Target shall not misleadinginclude in the Information Statement any information with respect to Acquiror or its affiliates or associates, the Company form and content of which information shall prepare and file with not have been approved by Acquiror prior to such inclusion. Target shall cause the Commission such amendment or supplement, in consultation with and subject Information Statement to review by the Buyer and its counsel as promptly as practicable and, be delivered to the extent required by law, cause such amendment or supplement stockholders of Target with any other necessary documentation to be disseminated delivered to the stockholders pursuant to Section 6.1 and Section 6.6 and shall cause the Information Statement to be delivered to the holders of outstanding and unexercised options to purchase shares of Target Common Stock in connection with the Company’s voting securities entitled theretosolicitation of consents of such holders of options pursuant to Section 6.10, as soon as practicable after the preparation of the Information Statement.

Information Statement. As promptly as possible, but in any event no later than September 14, 2022, (a) Promptly following the Company shall file with the Commission a preliminary information statement in accordance with Regulation 14C promulgated under execution and delivery of the Exchange Act relating to the Shareholder Consent and the Amendment. Prior to filing with the Commission, the Company shall provide Buyer and its counsel a reasonable opportunity to review and comment on the preliminary Information Statement and shall consider in good faith for inclusion in the preliminary Information Statement any comments made by Buyer or its counsel. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the Commission with respect to the preliminary Information Statement and to cause the Information Statement in definitive form to be mailed to the holders of the Company’s voting securities entitled to receive the same as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission if by such date the Commission has not informed the Company that it intends to review the Information Statement or (ii) if the Commission has, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the Commission, informed the Company that it intends to review the Information Statement, within one (1) Business Day after the date on which the Commission confirms that it has no further comments on the Information Statement. The Company shall notify the Buyer promptly of (and in any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, the Company shall mail to the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to the Information Statement and shall accept for inclusion in any amendments or supplements any reasonable comments made by the Buyer or its counsel that are provided in a timely manner. If at any time prior to the Specified Date any event shall occur, or fact or information shall be discovered, that should be set forth in an amendment or supplement to the Information Statement so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, this Agreement the Company shall prepare and file with the Commission such amendment or supplement, in consultation with and subject to review SEC an information statement describing the transactions contemplated by the Buyer and its counsel as promptly as practicable andTransaction Documents, disclosing that t he stockholders of the Company have irrevocably consented to the extent required by issuance of the Securities and the other transactions contemplated hereby in accordance with applicable law, cause such amendment or supplement to be disseminated to the holders of the Company’s voting securities entitled Articles of Incorporation and Bylaws and the applicable requirements of Nasdaq and otherwise meeting the requirements of Section 14(c) of the 1934 Act and the rules promulgated thereunder (the “Information Statement”) and, after receiving and promptly responding to any comments of the SEC thereon, shall promptly mail such Information Statement to the stockholders of the Company not less than 20 calendar days prior to the Closing Date, or such longer period as may be required by applicable law or the Company’s Articles of Incorporation or Bylaws. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in the Information Statement. The Company will comply with Section 14(c) of the 1934 Act and the rules promulgated thereunder connection with the preparation and mailing of the Information Statement, and the Information Statement shall not, as of the date that the Information Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders or at the Closing Date, contain any statement which, at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact, or which omits to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the same subject matter which has become false or misleading. If the Company should discover at any time prior to the Closing Date, any event relating to the Company or any of its Subsidiaries or any of their respective affiliates, officers or directors that is required to be set forth in a supplement or amendment to the Information Statement, in addition to the Company's obligations under the 1934 Act, the Company will promptly inform the Investors thereof.

Information Statement. As promptly as possible, but in any event no later than September 14, 2022Promptly after the execution of this Agreement, the Company shall file with prepare the Commission a preliminary information statement in accordance with Regulation 14C promulgated under of the Exchange Act relating to the Shareholder Consent and the Amendment. Prior to filing with the Commission, the Company shall provide Buyer and its counsel a reasonable opportunity to review and comment on the preliminary Information Statement and shall consider file the same with the SEC as soon as reasonably practicable, but in good faith for inclusion in no event later than thirty (30) Business Days after the preliminary Closing Date. The Information Statement shall constitute an information circular informing the stockholders of the Company of receipt of the Stockholder Approval. Other than with respect to any comments made information provided by Buyer or its counselon behalf of any Purchaser, the Company will cause the Information Statement to comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. The Company shall use commercially reasonable best efforts to respond as promptly as practicable to any comments of the Commission with respect to the preliminary Information Statement and to cause the Information Statement in definitive form to be mailed to cleared by the holders of the Company’s voting securities entitled to receive the same SEC as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial its filing of the preliminary Information Statement with the Commission if by such date the Commission has not informed the Company that it intends to review the Information Statement or (ii) if the Commission has, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the Commission, informed the Company that it intends to review the Information Statement, within one (1) Business Day after the date on which the Commission confirms that it has no further comments on the Information StatementSEC. The Company shall notify will advise the Buyer Purchasers promptly of (and in any event no more than one (1) Business Day after) the receipt of any comments from the Commission after it receives oral or its staff and written notice of any request by the Commission or its staff SEC for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, the Company shall mail to the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to the Information Statement or comments thereon and shall accept for inclusion in any amendments responses thereto or supplements any reasonable comments made requests by the Buyer SEC for additional information and will promptly provide each of the Purchasers with copies of any written communication from the SEC or its counsel that are provided in a timely mannerany state securities commission. If at any time prior The Company shall use commercially reasonable efforts, after consultation with the Purchasers, to resolve all such requests or comments with respect to the Specified Date any event Information Statement as promptly as practicable after receipt thereof. Each Purchaser shall occurcooperate with the Company in the preparation of the Information Statement and such Purchaser shall, upon request, furnish the Company with such information concerning it and its Affiliates, if any, as the Company may reasonably determine is required in connection with the preparation of the Information Statement. No filing of, or fact or information shall be discovered, that should be set forth in an amendment or supplement to the Information Statement so will be made by the Company without consulting with the Purchasers and without providing each Purchaser the opportunity to review and comment thereon. The Company shall cause the Information Statement to be mailed (or otherwise electronically provided) to the stockholders of the Company as promptly as practicable after it is permitted under the Exchange Act. The Company shall, promptly upon becoming aware of any information that such document would not include cause (i) any misstatement of a the statements in the Information Statement to be false or misleading with respect to any material fact or (ii) the Information Statement to omit to state any material fact necessary to make the statements thereintherein not false or misleading, in light inform each Purchaser and, upon consultation with such Purchaser, take necessary steps to correct the Information Statement. Each Purchaser shall, promptly upon becoming aware of any information furnished by it pursuant to the forth immediately preceding sentence that would cause (x) any of the circumstances under which they are made, statements in the Information Statement to be false or misleading with respect to any material fact or (y) the Information Statement to omit to state any material fact necessary to make the statements therein not false or misleading, the Company shall prepare and file with the Commission such amendment or supplement, in consultation with and subject to review by the Buyer and its counsel as promptly as practicable and, to the extent required by law, cause such amendment or supplement to be disseminated to the holders of inform the Company’s voting securities entitled thereto.

Information Statement. (a) As promptly as possible, but in any event no later than September 14, 2022practicable after receipt of the duly executed and delivered Company Stockholder Consent, the Company shall file the Information Statement with the Commission a preliminary information statement in accordance with Regulation 14C promulgated SEC under of the Exchange Act relating Act, and shall use its reasonable best efforts to have the Shareholder Consent and Information Statement cleared by the AmendmentSEC promptly. Prior to filing with the Commission, the The Company shall provide Buyer Parent and its counsel a reasonable opportunity to review and comment on upon the preliminary Information Statement prior to the filing with the SEC. In addition, the Company shall provide Parent and its counsel a written copy of any comments the Company or its counsel may receive from the SEC or its staff with respect to the Information Statement promptly after receipt of such comments and with copies of any written responses to such comments and telephonic notification of any verbal responses to such comments by the Company or its counsel. The Company agrees to consult with Parent and Purchaser prior to responding to SEC comments with respect to the Information Statement. Each of Parent, Purchaser and the Company agree to correct any information provided by it for use in the 50 Information Statement which shall have become false or misleading and the Company shall promptly prepare and mail to its stockholders an amendment or supplement setting forth such correction. The Company shall as soon as reasonably practicable (i) notify Parent of the receipt of any comments from the SEC with respect to the Information Statement and shall consider in good faith any request by the SEC for inclusion in any amendment to the preliminary Information Statement any comments made by Buyer or for additional information and (ii) provide Parent with copies of all written correspondence between the Company and its counselRepresentatives, on the one hand, and the SEC, on the other hand, with respect to the Information Statement. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the Commission with respect to the preliminary Information Statement and to cause ensure that the Information Statement in definitive form to be mailed to the holders of the Company’s voting securities entitled to receive the same as promptly as reasonably practicable after (i) will not on the tenth (10th) calendar day after the initial filing date it is first mailed to stockholders of the preliminary Information Statement with Company and at the Commission if by such date the Commission has not informed the Company that it intends to review the Information Statement or (ii) if the Commission has, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the Commission, informed the Company that it intends to review the Information Statement, within one (1) Business Day after the date on which the Commission confirms that it has no further comments on the Information Statement. The Company shall notify the Buyer promptly of (and in Effective Time contain any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, the Company shall mail to the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to the Information Statement and shall accept for inclusion in any amendments or supplements any reasonable comments made by the Buyer or its counsel that are provided in a timely manner. If at any time prior to the Specified Date any event shall occur, or fact or information shall be discovered, that should be set forth in an amendment or supplement to the Information Statement so that such document would not include any misstatement untrue statement of a material fact or omit to state any material fact necessary required to be stated therein in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the Company shall prepare misleading and file (ii) will comply as to form in all material respects with the Commission such amendment or supplement, in consultation with and subject to review by the Buyer and its counsel as promptly as practicable and, to the extent required by law, cause such amendment or supplement to be disseminated to the holders applicable requirements of the Company’s voting securities entitled theretoExchange Act.

Information Statement. As promptly as possiblepracticable following the execution hereof, but in any event no later than September 14, 2022, the Purchaser and Company shall file with the Commission a preliminary jointly prepare an information statement in accordance with Regulation 14C promulgated under of (the Exchange Act relating "Information Statement") to be issued to the Shareholder Consent holders of Company Shares who are not accredited investors. The Information Statement shall constitute a disclosure document for the offer by the Purchaser to issue the Purchaser Shares (the "Offer") to holders of Company Shares who are not accredited investors in consideration for such holders' Company Shares. Purchaser and the Amendment. Prior to filing with the Commission, the Company shall provide Buyer and its counsel a reasonable opportunity to review and comment on the preliminary Information Statement and shall consider in good faith for inclusion in the preliminary Information Statement any comments made by Buyer or its counsel. The Company shall each use their reasonable best efforts to respond as promptly as practicable to any comments of the Commission with respect to the preliminary Information Statement and to cause the Information Statement to comply with applicable federal, state and foreign securities Law requirements. Each of Purchaser and Company shall, and shall cause their respective Representatives to, fully cooperate with the other such parties and their respective Representatives in definitive form to be mailed to the holders preparation of the Company’s voting securities entitled Information Statement, a letter of transmittal and related instructions for use (collectively, together with any amendments and supplements thereto, the "Offer Documents"), and Company shall promptly provide to receive the same Purchaser such information concerning it and its Affiliates, directors, officers and securityholders as promptly as Purchaser may reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement request in connection with the Commission if by such date the Commission has not informed the Company that it intends to review preparation of the Information Statement or (ii) if the Commission has, Offer Documents. Each of Purchaser and Company represents and warrants to the other that all information supplied by the tenth (10th) calendar day after same for inclusion in the filing of the initial preliminary Information Statement with or the Commission, informed Offer Documents shall not at the Company that it intends to review time the Information Statement, within one Statement (1) Business Day after the date on which the Commission confirms that it has no further comments on the Information Statement. The Company shall notify the Buyer promptly of (and in any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for including any amendments or supplements thereto) is first distributed to the preliminary Information Statement or the definitive Information Statement, and if required, the Company shall mail to the holders of Company Shares who are not accredited investors or while the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on Offer remains outstanding contain any such amendments or supplements to the Information Statement and shall accept for inclusion in any amendments or supplements any reasonable comments made by the Buyer or its counsel that are provided in a timely manner. If at any time prior to the Specified Date any event shall occur, or fact or information shall be discovered, that should be set forth in an amendment or supplement to the Information Statement so that such document would not include any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading; provided, the however, that no representation or warranty is made by Purchaser or Company shall prepare and file with the Commission such amendment or supplement, in consultation with and subject respect to review information supplied by the Buyer others for inclusion in the Information Statement or the Offer Documents. If at any time that the Offer is outstanding, any event or information should be discovered by Company or Purchaser which should be set forth in an amendment to the Information Statement, Company or Purchaser, as applicable, shall promptly inform the other. Each of Purchaser and its counsel as Company agrees promptly as practicable and, to correct any information provided by it for use in the Information Statement or the Offer Documents if and to the extent required by law, cause such amendment or supplement to be disseminated to the holders of the Company’s voting securities entitled theretothat it shall have become false and misleading in any material respect.

Information Statement. As promptly soon as possible, reasonably practicable following the date of this Agreement but in any no event no later than September 14, 2022three (3) Business Days following the date of this Agreement, the Company shall shall, with the assistance of the Parent Group, prepare and file with the Commission a preliminary SEC an information statement in accordance with Regulation 14C of the type contemplated by Rule 14c-2 promulgated under of the Exchange Act related to the Merger and this Agreement (such information statement, including any amendment or supplement thereto, the "Information Statement"). The Parent Group, Merger Sub and the Company will cooperate with each other in the preparation of the Information Statement. Without limiting the generality of the foregoing, each of the Parent Group and Merger Sub will furnish to the Company the information relating to it required by the Shareholder Consent Exchange Act and the Amendmentrules and regulations promulgated thereunder to be set forth in the Information Statement. The Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing. Each of the Parent Group, Merger Sub and the Company agrees to correct any information provided by it for use in the Information Statement which shall have become false or misleading. The Company shall as soon as reasonably practicable notify the Parent Group and Merger Sub of the receipt of any comments from the SEC with respect to Information Statement and any request by the SEC for any amendment to the Information Statement or for additional information and shall provide the Parent Group with copies of all such comments and correspondence. Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with the Commissionrespect thereto, the Company shall provide Buyer and its counsel the Parent Group a reasonable opportunity to review and comment to propose comments on the preliminary Information Statement such document or response and shall consider the Parent Group's comments in good faith for inclusion in the preliminary Information Statement any comments made by Buyer or its counselfaith. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the Commission with respect to the preliminary Information Statement and to cause Promptly after the Information Statement in definitive form to be mailed to has been cleared by the holders SEC or after 10 calendar days have passed since the date of the Company’s voting securities entitled to receive the same as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission if by such date SEC without notice from the Commission has not informed the Company that it intends to review the Information Statement or (ii) if the Commission has, by the tenth (10th) calendar day after the filing SEC of the initial preliminary Information Statement with the Commission, informed the Company that it intends its intent to review the Information Statement, within one (1) Business Day after the date on which the Commission confirms that it has no further comments on the Information Statement. The Company shall notify the Buyer promptly of (and in any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, the Company shall mail to the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing file with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to SEC the Information Statement in definitive form as contemplated by Rule 14c-2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and shall accept for inclusion in any amendments or supplements any reasonable comments made by the Buyer or its counsel that are provided in mail a timely manner. If at any time prior to the Specified Date any event shall occur, or fact or information shall be discovered, that should be set forth in an amendment or supplement to copy of the Information Statement so that such document would not include any misstatement to each of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Company shall prepare and file with the Commission such amendment or supplement, in consultation with and subject to review by the Buyer and its counsel as promptly as practicable and, to the extent required by law, cause such amendment or supplement to be disseminated to the holders of the Company’s voting securities entitled theretostockholders.

Information Statement. As promptly soon as possiblepracticable after the date of this Agreement, but in any event no later than September 14, 2022, the Company shall file with the Commission a preliminary information statement in accordance with Regulation 14C promulgated under of the Exchange Act relating to the Shareholder Consent ABI and the Amendment. Prior to filing with the Commission, the Company shall provide Buyer and its counsel a reasonable opportunity to review and comment on the preliminary Information Statement and shall consider in good faith for inclusion in the preliminary Information Statement any comments made by Buyer or its counsel. The Company shall use reasonable best efforts to respond as promptly as practicable prepare, and the Company shall furnish to any comments its stockholders, an information statement (the "Information Statement") soliciting a vote, whether at a meeting of stockholders of the Commission with respect Company or by written consent, to ratify, approve and adopt the preliminary Merger Agreement and the Merger and the other transactions contemplated by this Agreement. The Information Statement shall include a Notice of Merger and Appraisal Rights (the "Appraisal Rights Notice") for the stockholders of the Company, which Appraisal Rights Notice shall comply in all respects with the requirements of the DGCL. In addition, the Information Statement shall constitute a disclosure document for the offer and issuance of the shares of ABI Preferred Stock that may be received by the Stockholders in the Merger. ABI and the Company shall each use reasonable best efforts to cause the Information Statement in definitive form to be mailed to comply with applicable federal and state securities laws requirements. Each of ABI and the holders of the Company’s voting securities entitled to receive the same as promptly as reasonably practicable after Company hereby (i) consents to the tenth use of its name and, on behalf of its Subsidiaries and Affiliates, the names of such Subsidiaries and Affiliates and to the inclusion of financial statements and business information relating to such party and its Subsidiaries and Affiliates (10thin each case, to the extent required by applicable securities laws) calendar day after the initial filing of the preliminary Information Statement with the Commission if by such date the Commission has not informed the Company that it intends to review the Information Statement or (ii) if the Commission has, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the Commission, informed the Company that it intends to review in the Information Statement, within one (1) Business Day after the date on which the Commission confirms that it has no further comments on the Information Statement. The Company shall notify the Buyer promptly of (and in any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, the Company shall mail to the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to the Information Statement and shall accept for inclusion in any amendments or supplements any thereto, (ii) agrees to provide promptly to the other party such information concerning it and its respective Affiliates, directors, officers and security holders as, in the reasonable comments made by judgment of the Buyer other party or its counsel, may be required or appropriate for inclusion in the Information Statement, or in any amendments or supplements thereto, and (iii) agrees to cause its counsel that are provided and auditors to cooperate with the other party's counsel and auditors in a timely mannerthe preparation of the Information Statement and any amendments or supplements thereto. If at any time prior event relating to the Specified Date any event shall occurCompany or ABI occurs, or fact if the Company or information shall be discoveredABI becomes aware of any information, in either case that should be set forth disclosed in an amendment or supplement to the Information Statement, then ABI and the Company shall promptly prepare such amendment or supplement and the Company shall promptly distribute the same to its stockholders. Subject to Section 8.5 hereof, the Information Statement so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make shall contain the statements therein, in light recommendation of the circumstances Board of Directors of Company that the stockholders of the Company approve and adopt this Agreement, the Merger and the other transactions contemplated by this Agreement, and the conclusion of the Board of Directors of the Company that the terms and conditions of this Agreement and the Merger are fair and reasonable and in the best interests of Company and its stockholders. The Company shall assist ABI in obtaining such information as ABI reasonably requires to allow ABI to determine the number and nature of the stockholders of the Company in their capacity as purchasers (as such term is used under which they are made, not misleadingRule 506 of Regulation D promulgated under the Securities Act ("Regulation D")). In connection with the distribution of the Information Statement to the stockholders of the Company, the Company shall prepare use reasonable best efforts to cause each of its stockholders to complete and file with the Commission such amendment or supplement, in consultation with and subject to review by the Buyer and its counsel as promptly as practicable and, to return an accredited investor questionnaire. To the extent required by lawthat ABI reasonably determines that a stockholder of the Company is not an "accredited investor" (as defined in Rule 501(a) of Regulation D) and does not meet the financial knowledge and experience requirements of Rule 506 of Regulation D, the Company agrees that it shall use its reasonable best efforts to cause such amendment or supplement stockholder to be disseminated use a "purchaser representative" (as defined in Rule 501(h) of Regulation D) to assist such stockholder in evaluating the holders of Information Statement and the Company’s voting securities entitled theretoinvestment decisions represented by this Agreement, the Series C Investment Documents, the Merger and the transactions contemplated hereby and thereby.